SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 20-F/A
                                 Amendment No. 1

[ ]         REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
            OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

                                       OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
                         For the transition period from __________ to __________

                       Commission file number: No. 0-20860

                                  LANOPTICS LTD
              (Exact name of Registrant as specified in its charter
               and translation of Registrant's Name into English)

                                     Israel
                                (Jurisdiction of
                         incorporation or organization)

                1 Hatamar Street, P.O.B 527, Yokneam 20692 Israel
                    (Address of principal executive offices)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
None

Securities registered or to be registered pursuant to Section 12(g) of the Act:
                       Ordinary Shares, NIS 0.1 Par Value
                                (Title of Class)

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
                           Ordinary Shares, par value NIS 0.02 per share
                           as of December 31, 2003.....................9,250,535

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes X No__

Indicate by check mark which financial statement item the registrant has elected
to follow:

                                Item 17 X Item 18___

<PAGE>


                                EXPLANATORY NOTE
                                ----------------

         This Amendment No. 1 on Form 20-F/A is being filed solely to correct an
error in each of Items 17 and 18 of LanOptics Ltd.'s Annual Report on Form 20-F
for the fiscal year ended December 31, 2003, which was filed on April 1, 2004.

         Items 17 and 18 have been corrected to reflect that the Registrant has
elected to furnish financial statements and related information required under
Item 17 of Form 20-F, and not under Item 18 of Form 20-F as stated in the
original Form 20-F.

         This Amendment is not intended to revise other information presented in
the Registrant's Annual Report on Form 20-F for the fiscal year ended December
31, 2003 as originally filed and all such other information in the original
filing, which remains unchanged.

         This Amendment does not reflect events occurring after the filing of
the original Form 20-F and does not modify or update the disclosure therein in
any way other than as required to reflect the amendments discussed above. As a
result, this Amendment continues to speak as of April 1, 2004.



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<PAGE>


                                  INTRODUCTION
                                  ------------

          LanOptics Ltd. was incorporated as a limited liability company under
the laws of the State of Israel in 1989. Until 1999, our principal business was
the development, manufacturing and marketing of solutions and Internet
applications that improve connectivity and performance of corporate Local Area
Networks, or LANs, and Wide Area Networks, or WANs. Our business now consists of
the development and marketing of high performance network processors through our
independent business unit, E.Z. Chip Technologies Ltd., or EZchip, an Israeli
company in which we currently have a 53% ownership interest. As used in this
Annual Report, the terms "we," "us" "our" and the "Company" mean LanOptics and
its EZchip subsidiary taken together, unless otherwise expressly stated. Our
ordinary shares are traded on the Nasdaq SmallCap Market, and on the Tel Aviv
Stock Exchange under the symbol "LNOP."

      This Annual Report includes certain forward-looking statements with
respect to the business, financial condition and results of operations of our
company. The words "estimate", "project", "intend", "expect" and similar
expressions are intended to identify forward-looking statements within the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated by such forward-looking
statements. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

      Our consolidated financial statements appearing in this annual report are
prepared in U.S. dollars and in accordance generally accepted accounting
principles in Israel, or Israeli GAAP, which differ in certain material respects
from those followed in the United States, or US GAAP. The main difference
relates to the accounting for preferred shares of a subsidiary. All references
in this Annual Report to "dollars" or "$" are to U.S. dollars and all references
in this annual report to "NIS" are to New Israeli Shekels. The representative
exchange rate between the NIS and the dollar as published by the Bank of Israel
on December 31, 2003 was NIS 4.379 per $1.00.

      Statements made in this Annual Report concerning the contents of any
contract, agreement or other document are summaries of such contracts,
agreements or documents and are not complete descriptions of all of their terms.
If we filed any of these documents as an exhibit to this annual report or to any
registration statement or annual report that we previously filed, you may read
the document itself for a complete description of its terms.


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<PAGE>



                                TABLE OF CONTENTS


PART III.....................................................................5

   ITEM 17.       FINANCIAL STATEMENTS.......................................5
   ITEM 18.       FINANCIAL STATEMENTS.......................................5

SIGNATURES...................................................................6





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<PAGE>



                                    PART III

ITEM 17. FINANCIAL STATEMENTS
         --------------------

         See pages F-1 through F-42 that are incorporated herein.

ITEM 18. FINANCIAL STATEMENTS
         --------------------

         Our company has elected to furnish financial statements and related
information specified in Item 17.



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<PAGE>


                                   SIGNATURES
                                   ----------

         The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.



                                          LANOPTICS LTD.


                                          By: /s/Meir Burstin
                                              ---------------
                                              Dr. Meir D. Burstin
                                              Chairman of the Board of Directors

Dated:  December 2, 2004






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