FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of January 2004

ACS - TECH80 LTD.
(Translation of registrant's name in English)

HA'MADA AVENUE, RAMAT GABRIEL INDUSTRIAL PARK, MIGDAL HA'EMEK, ISRAEL
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [_]

Attached as Exhibit 1 to this Report on Form 6-K is the Proxy Statement of ACS -
Tech80 Ltd. (the "Registrant") in connection with the solicitation of proxies by
the Registrant's board of directors, to be voted at the Annual Meeting of
Shareholders of the Registrant scheduled to be held at its registered offices at
Ha'Mada Avenue, Migdal Ha'Emek, Israel, on January 30, 2004, at 10:00 a.m.,
local time, and at any adjournment thereof.

Also attached, as Exhibits 2 through 4 to this Report on Form 6-K, respectively,
are (i) the Registrant's press release dated June1, 2003, regarding its results
for the quarter ended March 31, 2003 (ii) the Registrant's press release dated
August 12, 2003, regarding its results for the quarter ended June 30, 2003, and
(iii) the Registrant's press release dated November 7, 2003, regarding its
results for the quarter ended September 30, 2003, all of which are hereby
incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ACS - Tech80 Ltd.
(Registrant)
By: /s/ Ze'ev Kirshenboim
-------------------------
Ze'ev Kirshenboim
President and CEO
January 8, 2004

ACS-TECH80 LIMITED

NOTICE OF AN ANNUAL MEETING OF SHAREHOLDERS

SCHEDULED FOR JANUARY 30, 2004

To the Shareholders:

The Annual Meeting of Shareholders of ACS-Tech80 Limited, an Israeli
company (the "COMPANY"), will be held at the Company's registered offices at
Ha'Mada Avenue, Migdal Ha'Emek, Israel, on January 30, 2004, at 10:00 a.m.,
local time, for the following purposes:

(1) To re-elect four of the current directors of the Company, each of whom
is to hold office until the next Annual Meeting of Shareholders or
until the due election and qualification of his/her successor.

(2) To fix the remuneration of the members of the Company's board of
directors that are not employed by the Company, except for the
Company's Chairman of the Board.

(3) To discuss the Audited Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 2002.

(4) To appoint Kost Forer & Gabbay (Members of Ernst & Young) as the
Company's independent auditors until the next annual meeting of the
Company's shareholders or until otherwise duly replaced and to
authorize the Board to fix their remuneration.

(5) To approve an increase to the management fee, after adjustment to the
CPI, due to Z.Z Orav Ltd., a company controlled of Mr. Ze'ev
Kirshenboim, a director of the Company, its CEO and a holder of
approximately 24% of its outstanding share capital, by 5% (five
percent) per year, effective as of January 1, 2004.

(6) To approve the grant of up to 40,000 stock options to Mr. Ze'ev
Kirshenboim, a director of the Company, its CEO and a holder of
approximately 24% of its outstanding share capital and the grant of
3,000 stock options to his spouse, Ms. Ilana Kirshenboim, VP of Human
Resources and Corporate Secretary.

(7) To approve the grant of 5,000 stock options to Jacob Engel, the
Chairman of the Board of Directors of the Company and and a holder of
approximately 23% of its outstanding share capital.

(8) To approve the grant of a total of 3,000 stock options to Ms. Dorit
Ringelstein, a director of the Company and its VP of Finance.

(9) To approve the increase of the number of stock options covered by the
Company's 2001 Stock Option Plan by 100,000 options, from 300,000 to
400,000 stock options.

(10) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on January 5, 2004
will be entitled to receive notice of, and to vote at, the meeting or any
adjournments thereof.

If you cannot personally attend the meeting, you are requested to promptly
fill in, sign and return the proxy submitted to you herewith.

By order of the Board of Directors,

Ze'ev Kirshenboim

President and Chief Executive Officer

Dated:

January 5, 2004

ACS-TECH80 LIMITED

PROXY STATEMENT

This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of ACS Tech80 Limited, an Israeli company
(together with its subsidiaries, the "COMPANY"), to be voted at the Annual
Meeting of Shareholders (the "MEETING") scheduled to be held at the Company's
registered offices at Ha'Mada Avenue, Migdal Ha'Emek, Israel, on January 30,
2004, at 10:00 a.m., local time, and any adjournment thereof.

Only shareholders of record as of the close of business on January 5, 2004
are entitled to receive notice of, and to vote at, the Meeting or any
adjournment thereof. On that date, the Company had outstanding 2,821,752
ordinary shares, par value NIS .01 per share (the "ORDINARY SHARES"), of which
24,801 shares were held by the Company and therefore, under the Israeli
Companies Law, are not entitled to vote at the Company's shareholders meeting.
The presence in person or by proxy of two shareholders, together holding more
than one third of the voting power of the issued share capital of the Company
conferring a right to vote, and entitled to vote, shall constitute a quorum for
the transaction of business at the Meeting. Each share is entitled to one vote.

Each form of proxy which is properly executed and returned to the Company
will be voted in accordance with the directions specified thereon, or, if no
directions are specified, will be voted in favor of the resolution brought
before the Meeting, as specified herein. Any shareholder giving a proxy may
revoke it at any time before it is exercised. Such revocation may be effected by
voting in person or by proxy at the Meeting, by returning to the Company prior
to the Meeting a proxy bearing a later date, or by otherwise notifying the
Secretary of the Company in writing prior to the Meeting.

The address of the Company's executive offices is Hamada Ave., Ramat
Gabriel, P.O.B. 5668, Migdal Ha'Emek, Israel 10500 and its telephone number is
011-972-4-6546-440.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial
ownership, as of December 31, 2003, of Ordinary Shares of each of the Company's
shareholders known to beneficially own more than 5% of the outstanding Ordinary
Shares, and by all executive officers and directors of the Company as a group:

SHARES BENEFICIALLY OPTIONS TO PERCENTAGE
NAME AND ADDRESS OWNED AS OF PERCENTAGE PURCHASE OUTSTANDING ON A
OF BENEFICIAL OWNER FEBRUARY 28, 2002 OUTSTANDING ORDINARY SHARES FULLY DILUTED BASIS
------------------- ----------------- ----------- -------------- -------------------

Ze'ev Kirshenboim 670,500 23.76% 256,297(2) 27.86%
Jacob Engel 639,750(1) 22.67% 5,000 19.38%
Anwar Chitayat 203,400 7.21% - 6.11%
All directors and executive officers
of the Company as a group 1,311,500 46.48% 341,647(3) 49.69%
Total persons or entities owning
more than 5% of the outstanding
ordinary shares 1,513,650 53.64% 261,297 53.35%

- ----------

(1) Including 27,750 held by Engel Europe Ltd., a public company traded on
the Tel Aviv Stock Exchange, which may be considered to be under the
control of Mr. Jacob Engel.

(2) Including stock options granted to Mr. Kirshenboim and his spouse,
which are subject to the approval of the shareholders meeting.

(3) Including stock options granted to officers which are subject to the
approval of the shareholders meeting.

ITEM 1

ELECTION OF DIRECTORS AND THE FIXING OF THEIR REMUNERATION

The Board of Directors recommends the election of the four nominees for
director listed below, all of whom are currently directors of the Company. The
remaining two directors of the Company are External Directors appointed pursuant
to the Israeli Companies Law for a period of several years. The directors to be
elected are to hold office until the next Annual Meeting of Shareholders or
until their respective successors are elected and shall have qualified. If for
any reason any of said nominees will become unavailable for election, proxies
will be voted for a substitute nominee designated by the Board of Directors.
However, the Board has no reason to believe that this will occur.

Directors of the Company shall be elected by the majority of the votes cast
at the Annual Meeting.

- 4 -

The Company proposes that directors employed by the Company shall receive
no remuneration for serving on the Board. External Directors under the Israeli
Companies Law and directors not employed by the Company shall receive the
minimum remuneration per annum and per meeting authorized for payment to
external directors under the Israeli Companies Regulations (Rules Regarding the
Compensation of External Directors), 2000.

ALTERNATE DIRECTORS

The Company's Amended and Restated Articles of Association provide that any
director may appoint, by written notice to the Company, any individual to serve
as an alternate director, subject to the approval of the Board of Directors. The
Companies Law, which became effective as of February 1, 2000, forbids a director
of the Company or an alternate director to act as an alternate for another
director. Any alternate director will have all of the rights and obligations of
the director appointing him or her (subject to the provisions of the letter
appointing him or her), except the power to appoint an alternate director and
the right to receive remuneration as a director. An alternate director may not
act at a meeting at which the director appointing him or her is present. Unless
otherwise authorized by a special resolution of the Company's shareholders, the
alternate director's term will not be for an indefinite time, but will expire
when the appointing director ceases to be a director of the Company, when the
appointing director terminates the appointment of the alternate director, or
when an event occurs which results in the termination of the alternate
director's appointment by reason of disqualification pursuant to the Amended and
Restated Articles of Association of the Company.

INDEPENDENT DIRECTORS; EXTERNAL DIRECTORS

INDEPENDENT DIRECTORS. Pursuant to the listing requirements of the NASDAQ
SmallCap(R) Market, the Company is required to appoint a minimum of three
independent directors meeting certain qualification requirements set by NASDAQ,
as well as an audit committee, consisting of all its independent directors. All
Independent Directors must be financially literate and at least one them must
have accounting or related financial management expertise. The responsibilities
of the audit committee include, but are not limited to, reviewing the scope and
results of the audits conducted by our auditors. Failure to comply with these
requirements may result in the delisting of the Company's Ordinary Shares from
the NASDAQ SmallCap(R) Market. Messrs. Shmuel Olek, Ze'ev Ritman and Eli Dayan
currently serve as Independent Directors of the Company.

EXTERNAL DIRECTORS. Under the Israeli Companies Law, companies incorporated
in Israel whose shares have been offered to the public in or outside Israel are
required to appoint at least two external directors (the "External Directors").
The Companies Law details certain standards for the independence of the External
Directors. A person may not be appointed as an External Director if such person
or its relative, partner, employer or any entity under such person's control,
has, as of the date of the person's appointment, any affiliation with the
Company, any entity controlling the Company, or any entity controlled by the
Company or by its controlling entity. The term "affiliation" includes:

- 5 -

o an employment relationship;

o business or professional relationship maintained on a regular basis;

o control; and

o service as an office holder.

No person can serve as an External Director if the person's position or
other business creates, or may create, conflict of interests with the person's
responsibilities as an External Director. Until the lapse of two years from
termination of office, a company may not engage an External Director to serve as
an office holder and cannot employ or receive services from such person,
directly or indirectly.

External Directors are appointed by a majority vote of the shareholders'
meeting, provided that
either:

o the majority of shares voted at the meeting includes at least one
third of the shares of non-controlling shareholders voted at the
meeting; or

o the total number of shares of non-controlling shareholders that voted
against the appointment does not exceed one percent of the aggregate
voting rights in the Company.

Under the Companies Law, an External Director is appointed for an initial
term of three consecutive years, and may be re-appointed for one additional
three-year term. Each committee of a company's board of directors must include
at least one External Director. Messrs. Olek and Ritman are the Company's
External Directors. Regulations promulgated under the Companies Law set the
minimum and maximum compensation, which may be paid to External Directors. An
External Director is otherwise prohibited from receiving any other compensation
in connection with his services as a director. Mr. Olek serves as an external
director since October 1999, until October 2004. Mr. Ritman's term as an
External Director was renewed for a second term ending on June 2006.

According to the Companies Law, a company is required to appoint an audit
committee (the "Audit Committee"), comprised of at least three directors,
including all of the External Directors, but excluding (i) the Chairman of the
Board, (ii) any director who is employed by the Company or provides services to
the Company on a regular basis, or (iii) a controlling shareholder or its
relative. The audit Committee's role is to examine the legality and integrity of
a company's business practices, in consultation with the internal controller,
and to recommend appropriate courses of action.

- 6 -

Under the Companies Law, a company's board of directors is also required to
appoint an internal controller proposed by the Audit Committee. The role of the
internal controller is to examine whether the company's actions comply with the
law, and are carried out with integrity and in an orderly business manner. The
internal controller may be an employee of the company, but may not be a holder
of more than 5% of its shares, its general manager, a member of its board of
directors, an officer, or a relative of any of the foregoing. In addition, the
internal controller may not be the company's independent accountant or its
representative. The Company's internal controller is Mr. Michael Harel.

INFORMATION CONCERNING NOMINEES

The name and age of each nominee and the year he became a director of the
Company is as follows:

FIRST BECAME A
NAME AGE DIRECTOR
---- --- --------

Ze'ev Kirshenboim 50 1987
Jacob Engel 54 1987
Dorit Ringelstein 53 1999
Eli Dayan 63 2003

- ----------

ZE'EV KIRSHENBOIM, one of the founders of the Company, has been serving as
President, Chief Executive Officer, and Chief Financial Officer of the Company.
From 1984 until 1987, Mr. Kirshenboim served as a project leader for K&S, a
subsidiary of Kulicke & Soffa Ind. in Horsham, Pennsylvania in charge of
developing electronic hardware for semiconductor manufacturing equipment. From
1982 through 1984, Mr. Kirshenboim served as a design engineer for the Israel
Authority for Armament Development, developing servo systems for missiles. From
1979 through 1981, Mr. Kirshenboim served as a design engineer for Kulicke &
Soffa Ind., in Horsham, Pennsylvania, developing high speed servo systems for
high speed wire bonders.

JACOB ENGEL, one of the founders of the Company, has served as a Director
of the Company since 1987 and is currently the Company's Chairman of the Board.
Since 1992, Mr. Engel has served as Chief Executive Officer and controlling
shareholder of the companies in the Engel Construction Group, a group of
publicly traded real estate development companies, as well as of the affiliates
thereof.

DORIT RINGELSTEIN serves as VP of Finance of the Company. Ms. Ringelstein
is a certified public accountant. Prior to joining the Company in November 1997,
Ms. Ringelstein was employed as Senior Auditor in the accounting firms Margalit
Roth and Co. and Ronel Stettner and Co.

- 7 -

ELI DAYAN, CPA (Israel), is the owner of an accounting firm located in
Haifa, Israel, which he established in 1973. Mr. Dayan is a member of the board
of directors of Engel Trade Centers Ltd., a public company under the control of
Mr. Jacob Engel, the chairman of the Company's board of directors. Since the
year 2000 Mr. Dayan is a member of the Center for Arbitration and Mediation of
the Institute of Certified Public Accountants in Israel (ICPAI).

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to
compensation paid to, or accrued by the Company on behalf of the most highly
compensated executive officer of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

ANNUAL COMPENSATION
SEVERANCE AND
VACATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY REDEMPTION COMPENSATION
- --------------------------- ---- ------ ---------- ------------

Ze'ev Kirshenboim,
President and Chief Executive Officer (1) 2003 (2) $472,000 $130,000 -
2002 (3) $310,000 $201,000 $36,000

- ----------

(1) In addition, Ilana Kirshenboim, Mr. Kirshenboim's spouse and an
employee of the Company, was paid during the years ended December 31,
2003, 2002 and 2001 a gross annual salary of $59,000, $49,000 and
$45,000, respectively.

(2) Including $356,500 paid as management fee to Z.Z. Orav.

(3) After voluntary reduction of salary in the amount of $46,000 for the
year, and not including provisions for certain social benefits and
automobile expenses.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 1 TO
ELECT THE DIRECTOR NOMINEES AND TO FIX THEIR REMUNERATION AS ABOVE SAID.

- 8 -

ITEM 2

DISCUSSION OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2002

The Company's Annual Report for the year ended December 31, 2002, including
its Audited Consolidated Financial Statements thereof, is being mailed to the
Company's shareholders together with this Proxy Statement, but is not a part of
the proxy solicitation material. At the Meeting, the Company's management will
report on the 2002 financial results.

ITEM 3

INDEPENDENT PUBLIC ACCOUNTANTS

Kost, Forer & Gabbay, certified public accountants (Israel) (members of
Ernst and Young International) have been selected by management to audit the
Company's financial statements until the next Annual Meeting of shareholders or
until otherwise duly replaced. They will replace Somekh Haikin (KPMG) as the
Company's independent auditors. Prior to its resolution to replace the
independent auditors the Company's Audit Committee allowed a representative of
the current independent auditors, Somekh Haikin, CPA, to present its position on
their replacement as the Company's independent auditors. Said representative
notified the Audit Committee that there is no disagreement on professional or
accounting issues between Somekh Haikin and the Company and that Somekh Haikin
would like to continue to serve as the Company's independent auditors. A
representative of Somekh Haikin was asked to be present at the Meeting, or be
available by telephone at such time, in order to make a statement to the
shareholders and respond to appropriate questions.

The compensation of Kost, Forer & Gabbay is proposed to be determined by
the Company's board of directors based on the scope of services provided by such
auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 3 TO
APPOINT KOST, FORER & GABBAY AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND
TO EMPOWER THE BOARD TO SET THEIR COMPENSATION.

- 9 -

ITEM 4

APPROVAL OF AN INCREASE TO THE MANAGEMENT FEE UNDER THE
MANAGEMENT AGREEMENT BETWEEN A COMPANY CONTROLLED BY MR.
ZE'EV KIRSHENBOIM AND THE COMPANY

Effective as of January 1, 2004, the Company proposes to increase by 5% per
year the management fee paid under the management agreement entered into on
January 3, 2003, with Z.Z. Orav Ltd. (the "MANAGEMENT COMPANY"), a private
company under the control of Mr. Ze'ev Kirshenboim, the Company's CEO and the
owner of approximately 24% of its issued and outstanding share capital (after
adjustment to the CPI, as provided for in the management agreement).

Because Mr. Kirshenboim is deemed a controlling shareholder of the Company,
the approval of the increase of the management fee is subject to the approval of
the Company's Audit Committee, Board of Directors and finally, its shareholders.
The Audit Committee and the Board of Directors approved the Management Agreement
on December 30, 2003.

The approval of the increase of the management fee by the shareholders
meeting requires the affirmative vote of the majority of the votes cast at the
Meeting, provided that either:

o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the transaction; or

o the total number of votes cast by shareholders that do not have a
personal interest in the transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 4 AND
APPROVE THE ANNUAL MANAGEMENT FEE INCREASE UNDER THE MANAGEMENT AGREEMENT
BETWEEN Z.Z. ORAV LTD. AND THE COMPANY.

- 10 -

ITEM 5

APPROVAL OF COMPANY STOCK OPTIONS

GRANTED TO MR. ZE'EV KIRSHENBOIM AND HIS SPOUSE

On December 10, 2003, the Company's Board of Directors resolved to grant
Mr. Ze'ev Kirshenboim, a director of the Company, its CEO and a holder of
approximately 24% of its outstanding share capital, 40,000 stock options of the
Company and to grant Mr. Kirshenboim's spouse, Mrs. Ilana Kirshenboim, the
Company's VP of Human Resources and Corporate Secretary, 3,000 stock options of
the Company. The grant of such options is subject to the approval of the
shareholders meeting. In the event that the grant of any or all of such stock
options is not approved by the shareholders meeting, such stock options will be
cancelled. The Company's Board of Directors proposes that the shareholders
approve the grant of such stock options. The grant of such options was due to
the business results of the Company in the year 2003.

Set forth below are the details of the stock options granted to Mr.
Kirshenboim and his spouse which the shareholders are requested to approve:

NO. OF NEW
OPTIONEE OPTIONS EXERCISE PRICE DATE OF GRANT VESTING DATE EXPIRATION DATE
-------- ------- -------------- ------------- ------------ ---------------

Ze'ev Kirshenboim 40,000 $3.50 10.12.2003 10.12.2003 None
Ilana Kirshenboim 1,500 $3.50 10.12.2003 31.12.2005 31.12.2010
Ilana Kirshenboim 1,500 $3.50 10.12.2003 31.12.2006 31.12.2010

Because Mr. Kirshenboim is deemed a controlling shareholder of the Company,
the grant of stock options granted to him and his spouse is subject to the
approval of the Company's Audit Committee, Board of Directors and finally, its
shareholders. The Audit Committee and the Board of Directors approved the grant
of the stock options listed above to Mr. Kirshenboim and his spouse on December
30, 2003.

The approval of the stock options granted to Mr. Kirshenboim and his spouse
by the shareholders meeting requires the affirmative vote of the majority of the
votes cast at the shareholders meeting, provided that either:

o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or

o the total number of votes cast by shareholders that do not have a
personal interest in the proposed transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.

- 11 -

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 5 AND
APPROVE THE OPTIONS GRANTED TO MR. KIRSHENBOIM AND HIS SPOUSE.

ITEM 6

APPROVAL OF COMPANY STOCK OPTIONS

GRANTED TO MR. JACOB ENGEL

On December 10, 2003, the Company's Board of Directors resolved to grant
Mr. Jacob Engel, the Company's chairman of the board and holder of approximately
23% of its outstanding share capital, 5,000 stock options of the Company. The
grant of such options is subject to the approval of the shareholders meeting. In
the event that the grant of any or all of such stock options is not approved by
the shareholders meeting, such stock options will be cancelled. The Company's
Board of Directors proposes that the shareholders approve the grant of such
stock options. The grant of such options was due to the business results of the
Company in the year 2003.

Because Mr. Engel may be deemed a controlling shareholder of the Company,
the grant of stock options granted to him is subject to the approval of the
Company's Audit Committee, Board of Directors and finally, its shareholders. The
Audit Committee and the Board of Directors approved the grant of the stock
options listed above to Mr. Engel on December 30, 2003.

The approval of the stock options granted to Mr. Engel by the shareholders
meeting requires the affirmative vote of the majority of the votes cast at the
shareholders meeting, provided that either:

o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or

- 12 -

Set forth below are the details of the stock options granted to Mr. Engel
which the shareholders are requested to approve:

NO. OF NEW
OPTIONEE OPTIONS EXERCISE PRICE DATE OF GRANT VESTING DATE EXPIRATION DATE
-------- ------- -------------- ------------- ------------ ---------------

Jacob Engel 5,000 $3.50 10.12.2003 31.12.2004 31.12.2010

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ITEM 6 AND APPROVE THE OPTIONS GRANTED TO MR. ENGEL.

ITEM 7

APPROVAL OF COMPANY STOCK OPTIONS

GRANTED TO MS. DORIT RINGELSTEIN, A DIRECTOR OF THE COMPANY

On December 10, 2003, the Company's Board of Directors resolved to grant to
Ms. Dorit Ringelstein, a director of the Company and its VP of Finance, a total
of 3,000 stock options of the Company. The grant of such options is subject to
the approval of the shareholders meeting. In the event that the grant of any or
all of such stock options is not approved by the shareholders meeting, such
stock options will be cancelled. The Company's Board of Directors proposes that
the shareholders approve the grant of such stock options. The grant of such
options was due to the business results of the Company in the year 2003.

Set forth below are the details of the stock options granted to Ms.
Ringelstein which the shareholders are requested to approve:

NO. OF NEW
OPTIONEE OPTIONS EXERCISE PRICE DATE OF GRANT VESTING DATE EXPIRATION DATE
-------- ------- -------------- ------------- ------------ ---------------

Dorit Ringelstein 1,500 $3.50 10.12.2003 31.12.2005 31.12.2010
Dorit Ringelstein 1,500 $3.50 10.12.2003 31.12.2006 31.12.2010

The approval of the stock options granted to the directors by the
shareholders meeting requires the affirmative vote of the majority of the votes
cast at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ITEM 7 AND APPROVE THE OPTIONS GRANTED TO MS. DORIT RINGELSTEIN.

- 13 -

ITEM 8

APPROVAL OF THE INCREASE IN THE NUMBER OF OPTIONS IN THE 2001
STOCK OPTION PLAN TO 400,000

On December 30, 2003, the Company's board of directors resolved to increase
the number stock options covered by the Company's 2001 Stock Option Plan by
100,000, from 300,000 to 400,000 options, in order to enable it to increase the
number of stock options granted to its employees and officers.

The approval of the increase of the number of stock options covered by the
2001 Stock Option Plan by the shareholders meeting requires the affirmative vote
of the majority of the votes cast at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 8 AND
APPROVE THE INCREASE IN THE NUMBER OF OPTIONS COVERED BY THE 2001 STOCK OPTION
PLAN TO 400,000.

- 14 -

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

As of December 31, 2003 there were 2,821,752 Ordinary Shares of the Company
outstanding (24,801 of which are owned by the Company and therefore, under the
Israeli Companies Law, confer no voting rights while owned by the Company). The
following table sets forth information with respect to the beneficial ownership
of Ordinary Shares and options to purchase Ordinary Shares as of each executive
officer, each director and each shareholder of the Company known to beneficially
own more than 5% of the outstanding Ordinary Shares, and all directors and
executive officers as a group.

SHARES BENEFICIALLY OPTIONS TO PURCHASE PERCENTAGE ON A
NAME OF BENEFICIAL OWNER OWNED (1) PERCENTAGE ORDINARY SHARES (2) FULLY DILUTED BASIS
- ------------------------ --------- ---------- ------------------- -------------------

Ze'ev Kirshenboim(3)(4) 670,500 23.76% 256,297 27.86%
Jacob Engel(3)(5) 639,750 22.67% 5,000 19.38%
Anwar Chitayat 203,400 7.21% - 6.11%
Dorit Ringelstein - - 29,050 0.87%
Dror Marom - - 50,300 1.51%
Shmuel Olek - - 1,000 0.03%
All directors and executive officers
of the Company as a group 1,311,500 46.48% 341,647 49.69%

1) As used herein, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act, as
consisting of sole or shared voting power (including the power to vote
or direct the vote) and/or sole or shared investment power (including
the power to dispose or direct the disposition) with respect to the
security through any contract, arrangement, understanding,
relationship, or otherwise, including a right to acquire such power(s)
during the next 60 days. Unless otherwise noted, beneficial ownership
consists of sole ownership, voting, and investment power with respect
to all Ordinary Shares shown as beneficially owned by them.

2) Including Options which have not yet vested (including options subject
to the approval of the Shareholders meeting).

3) His address is c/o the Company, P.O.B. 5668, Migdal Ha'Emek, Israel
10500.

4) Includes 1,440 Ordinary Shares and 23,250 options owned by his spouse
(including options subject to the approval of the Shareholders
meeting).

5) Includes 1,440 Ordinary Shares owned by his spouse and 27,750 held by
Engel Europe Ltd., a public company traded on the Tel Aviv Stock
Exchange, which may be considered to be under the control of Mr.
Engel.

- 15 -

ANNUAL REPORT

The Annual Report of the Company on Form 20-F to the shareholders for the
year ended December 31, 2002, including financial statements, is being mailed to
shareholders with this proxy material.

On written request, the Company will provide without charge to each record
or beneficial holder of the Ordinary Shares as of a copy of the Company's Annual
Report on Form 20-F for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission. Requests should be addressed to Ze'ev
Kirshenboim, Chief Executive Officer, ACS-tech80 Limited, P.O.B. 5668, Migdal
Ha'Emek, Israel 10500.

PROXY SOLICITATION

The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited, personally or by telephone or
telegraph, by officers, directors, and regular employees of the Company, who
will not be specially compensated for this purpose. The Company will also
request record holders of Ordinary Shares who are securities brokers,
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of such stock, and will reimburse such brokers, custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses in
forwarding soliciting material.

OTHER MATTERS

The Company is unaware of any matters, other than those mentioned above,
which will be brought before the Meeting for action. However, if any other
matter properly comes before the Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote such proxy in accordance with
their judgment on such matters.

IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY NO MATTER HOW SMALL OR
LARGE YOUR HOLDING MAY BE. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON
ARE URGED TO EXECUTE AND RETURN THE ENCLOSED FORM OF PROXY.

Ze'ev Kirshenboim

President and Chief Executive Officer

- 16 -

ACS-TECH80 LIMITED
PROXY

I/WE, being a member and holder of ______ Ordinary Shares of ACS-TECH80
LIMITED, hereby appoint Ms. Ilana Kirshenboim, the Corporate Secretary of the
Company as my/our proxy (hereinafter, the "Proxy") to vote for me/us and on
my/our behalf at the ordinary Annual General Meeting of the Company, to be held
on the 30th day of January, 2004 and at every adjournment thereof.

I/WE, instruct the Proxy to vote on my/our behalf as follows:

1. To re-elect Messrs. Ze'ev Kirshenboim, Jacob Engel, Dorit Ringelstein
and Eli Dayan as directors of the Company until the next annual
shareholders meeting or until the due election and qualification of
his/her successor.
(To withhold authority for any director cross their name from the list
above)

[_] For All [_] Withheld

2. To remunerate each of the directors that is not employed by the
Company, except the Company's Chairman of the Board, in the amount of
NIS 11,235 (approximately $2,560) per meeting and NIS 650
(approximately $150) linked to the CPI, per year .
(To withhold authority for any director print their name beside the
word "Witheld" below)

[_] For All [_] Withheld

3. Have you any comment or remark regarding the Audited Consolidated
Financial Statements of the Company for the fiscal year ended December
31, 2002;
(If the answer is affirmative, include any comment or remark and
attach them on a separate page to this proxy card)

[_] Yes [_] No

4. To appoint Kost Forer & Gabbay (Members of Ernst & Young) as the
Company's Independent Auditors until the next annual meeting of the
Company's shareholders or until otherwise duly replaced, and to
authorize the board of directors to fix their remuneration.