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 December 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 December 26, 2004, at 10:00 a.m.,
local time, and at any adjournment thereof.

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
November 29, 2004

ACS-TECH80 LIMITED

NOTICE OF AN ANNUAL MEETING OF SHAREHOLDERS

SCHEDULED FOR DECEMBER 26, 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 December 26, 2004, at 10:00 a.m.,
local time, for the following purposes:

(1) To re-elect three 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; and
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.

(2) To elect an External Director as required under the Israeli Companies
Law, 1999, to replace Mr. Shmuel Olek, whose term as External Director
has recently expired.

(3) To discuss the Audited Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 2003.

(4) To appoint Kost Forer Gabbay & Kasierer (Members of Ernst & Young
Global) 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 a new employment agreement with Mr. Zeev Kirshenboim, a
director of the Company, its CEO and a holder of approximately 23.4%
of its outstanding share capital, which shall replace the existing
management agreement with Z.Z. Orav Ltd., a company controlled by Mr.
Kirshenboim.

(6) To approve the grant of up to 60,000 stock options to Mr. Ze'ev
Kirshenboim, a director of the Company, its CEO, holder of
approximately 23.4% of its outstanding share capital, and 5,000 stock
options to Ms. Ilana Kirshenboim, Mr. Kirshenboim's spouse. Mr.
Kirshenboim is the beneficial holder (assuming the exercise of any
option granted to him and to his spouse, including options granted
which are subject to shareholders' approval, whether or not
exercisable within 60 days) of approximately 27.5% of its outstanding
share capital.

(7) To approve the grant of 5,000 stock options to Jacob Engel, the
Chairman of the Board of Directors of the Company, holder of
approximately 19.5% of its outstanding share capital and a beneficial
holder (assuming the exercise of any option granted and including
options granted which are subject to shareholders' approval, whether
or not exercisable within 60 days) of approximately 19.75% of its
outstanding share capital.

(8) To approve the increase of the number of stock options covered by the
Company's 2001 Stock Option Plan by 100,000 options, from 400,000 to
500,000 stock options.

(9) To approve the purchase of a Directors and Officers Liability
Insurance policy, insuring the Company's directors and officers
against liability resulting from their position with the Company.

(10) To approve a revised indemnification undertaking towards the Company's
directors and officers.

(11) 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 December 3, 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:

November 29, 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 December 26,
2004, at 10:00 a.m., local time, and any adjournment thereof.

Only shareholders of record as of the close of business on December 3, 2004
are entitled to receive notice of, and to vote at, the Meeting or any
adjournment thereof. On that date, the Company had outstanding 3,089,247
ordinary shares, par value NIS .01 per share (the "ORDINARY SHARES"), of which
24,802 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 November 29, 2004, 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:

PERCENTAGE
SHARES BENEFICIALLY OUTSTANDING ON A
NAME AND ADDRESS OWNED AS OF NOVEMBER PERCENTAGE OPTIONS TO PURCHASE FULLY DILUTED
OF BENEFICIAL OWNER 29, 2004 OUTSTANDING ORDINARY SHARES (1) BASIS(5)
------------------- -------- ----------- ------------------- --------

Ze'ev Kirshenboim 721,720 23.36% 178,470(2) 26.92%
Jacob Engel 602,246 19.49% 10,000(3) 18.31%
All directors and executive officers
of the Company as a group 1,325,216 42.90% 254,910(4) 47.26%
Total persons or entities owning
more than 5% of the outstanding
ordinary shares 1,323,966 42.85% 188,470 45.23%

- ----------

1) Including all options to purchase ordinary shares, whether or not
exercisable within 60 days.

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 Mr. Engel, which are subject to the
approval of the shareholders meeting.

4) Including stock options granted which are subject to the approval of
the shareholders meeting.

5) Not including additional options granted to employees of the Company
that are not officers or directors of the Company.

ITEM 1

RE-ELECTION OF DIRECTORS AND THE FIXING OF THEIR REMUNERATION

The Board of Directors recommends to re-elect the three nominees for
director listed below. 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. In addition to these three directors, the
Company's board of directors includes two External Directors that are appointed
pursuant to the Israeli Companies Law for a period of several years (one of whom
shall be appointed pursuant to Item 2 below).

- 4 -

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

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. The Company proposes to
replace Mr. Olek, whose statutory term as an External Director has expired, with
Ms. Alexandra Pluber - See Item 2 below.

- 5 -

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:

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 currently 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. The
Company proposes to replace Mr. Olek, whose statutory term as an External
Director has expired, with Ms. Alexandra Pluber - See Item 2 below.

- 6 -

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.

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 51 1987
Jacob Engel 55 1987
Eli Dayan 64 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.

- 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 (2)(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, a company
under Mr. Kirshenboim's control.

(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

APPOINTMENT OF EXTERNAL DIRECTOR

Mr. Shmuel Olek has been serving as an External Director of the Company
since October 1999. Mr. Olek was appointed as an External Director pursuant to
the provisions of the Companies Ordinance (New Version), 1983, which preceded
the Companies Law. Pursuant to the provisions of the Companies Law, such
External may continue for a period of five years since their appointment, and
their term may not be extended thereafter. Therefore, Mr. Olek's term expired on
October 2004, and the Company now proposes to appoint Ms. Alexandra Pluber as an
External Director, for a three year period, commencing January 1, 2005.

Ms. Pluber is a licensed CPA (Israel) since 1981, with an accounting and
business degree from the Bar-Ilan University in Israel. Ms. Pluber is the owner
of an accounting firm located in Ramat-Yishay, Israel and is experienced, among
other things, in auditing, internal and external control issues, accounting
regulation and management of trusts.

As an External Director, Ms. Pluber shall be entitled to the compensation
described in Item 1 above, which is 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.

The appointment of Ms. Pluber 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 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.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 2 TO
ELECT MS. PLUBER AND TO FIX HER REMUNERATION AS ABOVE SAID.

- 9 -

ITEM 3

DISCUSSION OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 2003

At the Meeting, the Company's management will report on the 2003
financial results.

ITEM 4

INDEPENDENT PUBLIC ACCOUNTANTS

Kost Forer Gabbay & Kasierer, certified public accountants (Israel)
(members of Ernst and Young Global) have been selected by management to audit
the Company's financial statements until the next Annual Meeting of shareholders
or until otherwise duly replaced. Kost Forer Gabbay & Kasierer have been the
Company's independent auditors since January 2003. A representative of said firm
is expected to be present or available by telephone at the Meeting with an
opportunity to make a statement to the shareholders, and will respond to
appropriate questions. The compensation of Kost Forer Gabbay & Kasierer 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 4 TO
APPOINT KOST, FORER GABBAY & KASIERER AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS AND TO EMPOWER THE BOARD TO SET THEIR COMPENSATION.

ITEM 5

APPROVAL OF A NEW EMPLOYMENT AGREEMENT BETWEEN MR. ZE'EV
KIRSHENBOIM AND THE COMPANY

The Company proposes to enter into an Employment Agreement with Mr. Zeev
Kirshenboim, a director of the Company, its CEO, holder of approximately 23.4%
of its outstanding share capital, and a beneficial holder (assuming the exercise
of any option granted and including options granted which are subject to
shareholders' approval, whether or not exercisable within 60 days) of
approximately 27.5% of its outstanding share capital. The proposed Employment
Agreement shall be effective as of January 1, 2005 (the "Employment Agreement").
On such date the management agreement entered into on January 1, 2003, between
the Company and Z.Z. Orav Ltd., a private company under the control of Mr. Ze'ev
Kirshenboim, shall expire and entitle Z.Z Orav Ltd. to no additional rights and
benefits. The cost of the total compensation due to Mr. Kirshenboim under the
new employment agreement is substantially equal to the cost to the company per
previous agreements .

- 10 -

In November 29, 2004, the Company entered into an agreement with Z.Z. Orav
Ltd. which clarifies that Z.Z. Orav Ltd. shall not be entitled to any amounts
from the Company after December 31, 2004, including amounts to which it would
have been entitled pursuant to the management agreement in the event of its
termination, which were waived by Z.Z. Orav Ltd.

Under the Employment Agreement Mr. Kirshenboim shall be employed as the
Company's CEO and CFO, as ACS-Tech80, Inc.'s president and chairman of the board
and as the CEO of the Company's other subsidiaries, for a period of five years,
until December 31, 2009. Following December 31, 2009, the agreement shall
continue until either party gives the other a six-month notice of its desire to
terminate the agreement.

Mr. Kirshenboim shall be entitled to an annual salary of $248,750 plus
customary benefits (such as education fund, recreation pay, insurance and
pension) for his services to the Company and its subsidiaries, other than to
ACS-Tech80, Inc. In addition, Mr. Kirshenboim shall be entitled to an annual
salary of $127,000 for his services to ACS-Tech80, Inc., with no additional
benefits. Every January, Mr. Kirshenboim's total salary (i.e., his salary for
services to the Company and its subsidiaries as well as his salary for services
to ACS-Tech80, Inc.) shall be increased by 5% after adjustment to the CPI. In
addition, Mr. Kirshenboim shall be entitled to an annual bonus of up to 7.5% of
the previous year's consolidated income before tax of the Company, in cash,
options and/or shares, at a rate and manner determined by the board of directors
of the Company. The value of the bonus shall be based on the attainment of the
Company's goals and Mr. Kirshenboim's contribution to its business.

Mr. Kirshenboim shall be entitled to reimbursement of reasonable
out-of-pocket expenses incurred in connection with the provision of the
management services, and to an appropriate Company automobile, or,
alternatively, to reimbursement for costs of a similar vehicle owned by him. Mr.
Kirshenboim shall have the right, at his discretion, to draw funds equal to the
cost to the Company of the benefits to which he is due under the Employment
Agreement, in place of receiving such benefits from the Company.

The Employment Agreement includes customary confidentiality and
non-competition undertakings of Mr. Kirshenboim. In addition, Mr. Kirshenboim is
obligated, in the event of the termination of the Agreement, to make himself
available to the Company, for a period of two years following such termination,
for technical support and management consulting, to the extent such support or
consulting is required by the Company (the "ASSISTANCE UNDERTAKING"). During
such two-year period, Mr. Kirshenboim shall continue to be bound by the
confidentiality and non-competition provisions of the Employment Agreement.
During such two-year period, Mr. Kirshenboim shall be entitled to receive
payment equal to his total salary at the date of termination of the Employment
Agreement, including all benefits payments to which he was entitled under the
Employment Agreement, whether or not he is actually required by the Company to
provide any support, assistance or consulting.

- 11 -

Because Mr. Kirshenboim is deemed a controlling shareholder of the Company,
the approval of the Employment Agreement 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 Employment Agreement on
November 29, 2004.

The approval of the Employment Agreement 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 transaction with Mr. Kirshenboim;
or

o the total number of votes cast by shareholders that do not have a
personal interest in the transaction with Mr. Kirshenboim 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 5 AND
APPROVE THE EMPLYMENT AGREEMENT BETWEEN MR. KIRSHENBOIM AND THE COMPANY.

ITEM 6

APPROVAL OF COMPANY STOCK OPTIONS
GRANTED TO MR. ZE'EV KIRSHENBOIM

On November 29, 2004, the Company's Board of Directors resolved to grant
Mr. Ze'ev Kirshenboim, a director of the Company, its CEO and a holder of 23.4%
of its outstanding share capital, 60,000 stock options of the Company and to
grant Mr. Kirshenboim's spouse, Ms. Ilana Kirshenboim, 5,000 stock options. Mr.
Kirshenboim is the beneficial holder (assuming the exercise of any option
granted to him, including options granted which are subject to shareholders'
approval, whether or not exercisable within 60 days) of approximately 27.5% of
its outstanding share capital.

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 to Mr. Kirshenboim was due to the
business results of the Company in the year 2004.

- 12 -

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

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

Ze'ev Kirshenboim 60,000 (*) Nov. 29, 2004 Nov. 29, 2004 None

(*) Exercise price will be equal to the closing price of the Company's Ordinary
Shares on NASDAQ on the day the Company's Shareholders approve the grant of this
Option

Because Mr. Kirshenboim is 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. Kirshenboim and his spouse on November 29, 2004.

The approval of the stock options granted to Mr. Kirshenboim 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.

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

ITEM 7

APPROVAL OF COMPANY STOCK OPTIONS
GRANTED TO MR. JACOB ENGEL

On November 29, 2004, the Company's Board of Directors resolved to grant
Mr. Jacob Engel, the Company's chairman of the board and holder of approximately
19.5% of its outstanding share capital and a beneficial holder (assuming the
exercise of any option granted and including options granted which are subject
to shareholders' approval, whether or not exercisable within 60 days) of
approximately 19.75% 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.

- 13 -

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 November 29, 2004.

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

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 (*) Nov. 29, 2004 Nov. 29, 2004 None

(*) Exercise price will be equal to the closing price of the Company's
Ordinary Shares on NASDAQ on the day the Company's Shareholders approve the
grant of this Option

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ITEM 7 AND APPROVE THE OPTIONS GRANTED TO MR. ENGEL.

ITEM 8

APPROVAL OF THE INCREASE IN THE NUMBER OF OPTIONS IN THE 2001
STOCK OPTION PLAN TO 500,000

On November 29, 2004, 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 400,000 to 500,000 options, in order to enable it to increase the
number of stock options granted to its employees and officers.

- 14 -

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 500,000.

ITEM 9

PURCHASE OF DIRECTOR'S AND EXECUTIVE OFFICER'S LIAILITY ISURANCE

The Companies Law provides that an Israeli company cannot insure the
liability of an officer or director (hereinafter jointly referred to as
"OFFICER") with respect to a breach of his or her fiduciary duty, but may, under
certain circumstances, insure an Officer against liability with respect to a
breach of its duty of care.

The Company's Articles of Association provide for insurance of its Officers
(including directors) to the fullest extent provided in the Israeli Companies
Ordinance, 1983. The Companies Law (which replaced the Companies Ordinance in
February 2000) provides that a company may not enter into an insurance contract
which would provide coverage for any monetary liability incurred as a result of
any of the following:

(i) a breach of fiduciary duties, unless the Officer acted in good faith
and had reasonable basis to believe that the act would not prejudice
the company;

(ii) a breach of duties of care if such breach was committed intentionally
or recklessly;

(iii) an act or omission with the intent to unlawfully derive a personal
benefit; or

(iv) a fine levied as a result of a criminal offense.

Since its initial public offering, on September 1997, and until September
2004 the Company maintained an insurance policy insuring its directors and
officers against liability emanating from their role as directors and officers
of the Company.

- 15 -

In order to continue to allow it to obtain suitable and experienced
directors and executive officers, the Company's audit committee and board of
directors resolved, on November 29, 2004, to purchase a Directors and Officers
Liability Insurance Policy, covering its directors' and officers' liability in
the total amount of up to $3 million per insured event and up to $3 million per
year, at a cost of up to $50,000 per year.

The approval of the purchase of the Directors' and Officers' Liability
Insurance Policy 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

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR ITEM 9 AND APPROVE THE PURCHASE OF THE DIRECTOR'S AND
OFFICERS' LIABILITY INSURANCE POLICY.

ITEM 10

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Companies Law provides that an Israeli company cannot absolve an
officer or director (hereinafter jointly referred to as "OFFICER") from
liability with respect to a breach of his or her fiduciary duty, but may, under
certain circumstances, absolve an Officer from liability with respect to a
breach of its duty of care.

The Company's Articles of Association provide for indemnification of its
Officers (including directors) to the fullest extent provided in the Israeli
Companies Ordinance, 1983. In addition, the Company intends to obtain directors'
and officers' liability insurance policy (see Item 9 above). The Companies Law
(which replaced the Companies Ordinance in February 2000) provides that a
company may not indemnify an Officer for any monetary liability incurred as a
result of any of the following:

(i) a breach of fiduciary duties, unless the Officer acted in good faith
and had reasonable basis to believe that the act would not prejudice
the company;

(v) a breach of duties of care if such breach was committed intentionally
or recklessly;

(vi) an act or omission with the intent to unlawfully derive a personal
benefit; or

- 16 -

(vii) a fine levied as a result of a criminal offense.

The Companies Law allows the company's shareholders to include in its
articles of association either of the following provisions:

(i) a provision authorizing the company to grant in advance an undertaking
to indemnify an Officer, providing the undertaking is limited to
specified classes of events which the board of directors deem
foreseeable at the time of grant and limited to an amount determined
by the board to be reasonable under the circumstances; or

(ii) a provision authorizing the company to retroactively indemnify an
Officer.

The Company may amend its Articles of Association to allow for
indemnification to the fullest extent allowed by the Companies Law and to comply
with one of the aforementioned alternatives.

The Company's former practice was to enter into indemnification agreements
with its Officers. Of the Company's current Officers, it has agreements only
with Messrs. Ze'ev Kirshenboim and Jacob Engel. The Company's shareholders
meeting dated May 30, 2003 resolved to indemnify its Officers, as well as the
Officers of its subsidiaries, to the fullest extent permitted by applicable law
up to maximum amount of $500,000 for all directors as a group, with respect to:

(i) a monetary obligation imposed on the Officer in favor of any person
pursuant to a court judgment, a compromise judgment or an arbitration
decision approved by a court, by reason of an act or omission by him
on his capacity as an Officer;

(ii) reasonable expenses, including legal expenses, attorney's fees and
traveling expenses, actually incurred by the Officer or imposed on the
Officer by court, in an action, suit or proceeding brought against him
by or on behalf of the Company or by others, or in connection with a
criminal action from which he was acquitted, in each case by reason of
an act or omission of the Officer in his capacity as an Officer of the
Company.

The Company's Audit Committee and Board of Directors resolved on November
29, 2004, to expand the scope of the indemnification undertaking towards its
directors and officers so that it shall apply to any expense or obligation
levied on the Officer in connection with an act or omission of the Officer or of
the Company occurring prior to the date of the approval by the shareholders
meeting, including, without limitation, the Company's representations in its
prospectuses, the Company's filings with the SEC and NASDAQ, the information
included in the Company's financial statements, and the representations and
undertakings relating to the merger transaction with Technology 80, Inc. In
addition, the Company's board of directors may from time to time add occurrences
with respect to which this indemnification shall apply. The maximum scope of the
indemnification shall be increased so that the maximum indemnification amount
for each Officer shall be US$ 500,000 for a single claim or occurrence and for
all Officers as a group shall be $3 million for a single claim or occurrence, in
addition to reimbursements of expenses approved by the Company's audit
committee. The Company's board of directors may increase the amount of
indemnification if it deems such increase appropriate under special
circumstances.

- 17 -

The above resolution of the Audit Committee and the Board of Directors to
expand the scope of the Company's indemnification undertaking is subject to the
approval of the shareholders meeting.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

The approval of the indemnification of the directors and officers of the
Company 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

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 10 AND
APPROVE THE BOARD'S RESOLUTION REGARDING THE INDEMNIFICATION OF DIRECTORS AND
OFFICERS OF THE COMPANY.

- 18 -

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

As of November 29, 2004 there were 3,089,247 Ordinary Shares of the Company
outstanding (24,802 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 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 PERCENTAGE ON A
NAME AND ADDRESS OWNED(1) AS OF PERCENTAGE OPTIONS TO PURCHASE FULLY DILUTED
OF BENEFICIAL OWNER NOVEMBER 29, 2004 OUTSTANDING ORDINARY SHARES (2) BASIS(7)
------------------- ----------------- ----------- ------------------- --------

Ze'ev Kirshenboim (6) 721,720(3) 23.36% 178,470(4) 26.92%
Jacob Engel (6) 602,246 19.49% 10,000(5) 18.31%
All directors and executive officers
of the Company as a group 1,325,216 42.90% 254,910 47.26%

- ----------

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 to purchase ordinary shares, whether or not
exercisable within 60 days, and including options subject to the
approval of the Shareholders meeting.

3) Including Ordinary Shares held by Mr. Kirshenboim's spouse.

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

5) Including stock options granted to Mr. Engel, which are subject to the
approval of the shareholders meeting.

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

7) Not including additional options granted to employees of the Company
that are not officers or directors of the Company.

- 19 -

ANNUAL REPORT

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, 2003, 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

- 20 -

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 26th day of December, 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 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 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 (approximately
$3,000 per year and $150 per meeting).

(To withhold authority for any director print their name beside the
word "Witheld" below)

[_] For All [_] Withheld

3. To elect Ms. Alexandra Pluber as an External Director as required
under the Israeli Companies Law, 1999, replacing Mr. Shmuel Olek,
whose term as External Director has expired.

[_] For [_] Against [_] Abstain

Are you a controlling shareholder of the Company or affiliated with a
controlling shareholder? (Please note: If you do not mark either Yes
or No, you will be deemed NOT TO BE a controlling shareholder or
affiliated therewith).

[_] Yes [_] No

4. Have you any comment or remark regarding the Audited Consolidated
Financial Statements of the Company for the fiscal year ended December
31, 2003;

(If the answer is affirmative, include any comment or remark and
attach them on a separate page to this proxy card)

[_] Yes [_] No

5. To appoint Kost Forer Gabbay & Kasierer (Members of Ernst & Young
Global) 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.

[_] For [_] Against [_] Abstain

6. To approve a new employment agreement with Mr. Zeev Kirshenboim, a
director of the Company, its CEO and a holder of approximately 23.4%
of its outstanding share capital, which shall replace the existing
management agreement with Z.Z. Orav Ltd., a company controlled by Mr.
Kirshenboim.

[_] For [_] Against [_] Abstain

Do you have a personal interest in the transaction underlying this
Item 6? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).

[_] Yes [_] No

7. To approve the grant of 60,000 stock options to Mr. Ze'ev Kirshenboim,
a director of the Company, its CEO, holder of approximately 23.4% of
its outstanding share capital, and 5,000 stock options to Ms. Ilana
Kirshenboim, Mr. Kirshenboim's spouse.

[_] For [_] Against [_] Abstain

Do you have a personal interest in the transaction underlying this
Item 7? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).

[_] Yes [_] No

8. To approve the grant of 5,000 stock options to Mr. Jacob Engel, a
director of the Company, its Chairman of the Board and a holder of
approximately 19.5% of its outstanding share capital.

[_] For [_] Against [_] Abstain

Do you have a personal interest in the transaction underlying this
Item 8? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).

[_] Yes [_] No

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 400,000 to
500,000 stock options.

[_] For [_] Against [_] Abstain

10. To approve the purchase of a Directors and Officers Liability
Insurance policy, insuring the Company's directors and officers
against liability resulting from their position with the Company.

[_] For [_] Against [_] Abstain

11. To approve a revised indemnification undertaking towards the Company's
directors and officers.

[_] For [_] Against [_] Abstain

12. Any other matter which may properly be brought before the meeting or
any adjournment thereof.

[_] For [_] Against [_] Abstain

Unless otherwise specified, this proxy will be voted in favor of
Proposals 1-12.

Signature:________________________
Date: