SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 28, 2010
 Ms. Mira Rosenzweig Chief Financial Officer Camtek Ltd.  P.O.Box 544, Ramat Gabr iel Industrial Park
Migdal Ha’Emek 23150,  Israel
Re: Camtek Ltd.
 Form 20-F for the fiscal year ended December 31, 2009
Filed June 7, 2010 File No. 000-30664

Dear Ms. Rosenzweig:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 2   Form 20-F for the fiscal year ended December 31, 2009

 Results of Operations, page 39

 Revenues, page 39

 1. In future filings please more fully descri be the material factors contributing to
significant changes in revenues each period.  In that regard:
• Please clarify the impact of the inju nction associated with your Falcon
systems in the United States as referred to in Item 3 - Key Information;  and
• Describe and quantify the impact on sales of the acquisitions of Printar and
SELA as referred to on pages F-18 and F-19.

In general, the discussion of revenue s should describe the underlying business
reasons for factors cited as responsible for material cha nges in revenues, such as
changes arising from varying deman d, changing prices, new products, new
markets and other significant matters.  Please refer to Item 303(a)(3) of
Regulation S-K and Securities Act Rel ease 33-8350, Interpretation: Commission
Guidance Regarding Management's Disc ussion and Analysis of Financial
Condition and Results of Operations.
Gross Profit, page 39

2. We see gross profit has dec lined each year from 52% in  2006 to 33% in 2009.  In
future filings please describe the underlying business reasons for the decline in gross profit as a percentage of revenue.  In general the discussion of results of
operations should not only id entify and quantify factors responsible for material
changes in financial statement items, but  also describe the underlying business
reasons for the factors cited.
Selling, General and Administrative expenses, page 39

3. We see you have a liability for employee severance benefits of $8.8 million as of
December 31, 2009 which did not exist as of December 31, 2008.  Please tell us the impact of employee severance on operati ng expenses.  In future filings please
describe the underlying business reasons for the decrease in headcount and
quantify the number of positions eliminated.  Also, clarify the expected impact on your business.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 3
4. As a related matter, we see on page 55 your disclosure that you did not record
material costs relating to termination benefits to employees who ceased their
employment due to the workforce reductions .  Please reconcile this statement to
the $8.8 million of employee severance bene fits accrued as of December 31,
2009.
 Liquidity and Capital Resources, page 40

 5. We refer to you convertible loan from FIMI .  We see in Note 12 to your financial
statements that you were not in comp liance with certain covenants as of
December 31, 2009.  In future filings pl ease indicate the impact of covenant
noncompliance on capital resources.
 Item 15T.  Controls a nd Procedures, page 77

6. We note that you conduct substantially all of your operations outside of the United
States. In order to enhance our understanding of how you prepare your financial
statements and assess your internal control over financial reporting, we ask that you
provide us with information that will help us answer the following questions:
a) Please tell us how you evaluate and assess internal control over financial
reporting:
• In connection with your process to determine whether your internal control
over financial reporting was effective, please describe whether and how you considered controls to address financial reporting risks that are relevant to all
locations where you have operations.
• Please describe how your internal audit function impacted your evaluation of
your internal control over financial reporting.
b) Please tell us how you maintain your books and records and prepare your
financial statements:
• If you maintain your books and records in accordance with U.S. GAAP,
describe the controls you maintain to ensure that the activities you conduct
and the transactions you consummate are recorded in accordance with U.S.
GAAP.
• If you do not maintain your books and records in accordance with U.S.
GAAP, tell us what basis of accounting you use and describe the process you go through to convert your books and records to U.S. GAAP for SEC
reporting. Describe the controls you maintain to ensure that you have made
all necessary and appropriate adjustments in your conversions and disclosures.
c) Please tell us the background of the people involved in your financial reporting.
We would like to understand more about the background of the people who are
primarily responsible for preparing and supervising the preparation of your
financial statements and evaluating the effectiveness of your internal control over

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 4
financial reporting and their knowledge of U.S. GAAP and SEC rules and
regulations. Do not identify people by name, but for each person, please tell us:
• what role he or she takes in preparing your financial statements and
evaluating the effectiveness of your internal control;
• what relevant education and ongoing training he or she has had relating to
U.S. GAAP;
• the nature of his or her contractual or other relationship to you;
• whether he or she holds and maintains any professional designations such as
Certified Public Accountant (U.S.) or Certified Management Accountant; and
• about his or her professional experience, including experience in preparing
and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting.
d) If you retain an accounting firm or other similar organization to prepare your
financial statements or evaluate your internal control over financial reporting, please tell us:
• the name and address of the accounting firm or organization;
• the qualifications of their employees who perform the services for your
company;
• how and why they are qualified to prepare your financial statements or
evaluate your internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection with the evaluation of internal control over financial reporting for the most recent fiscal year end.
e) If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements
or evaluate your internal control over financial reporting, do not provide us with their names, but please tell us:
• why you believe they are qualified to prepare your financial statements or
evaluate your internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of internal control over financial reporting for the most recent fiscal year end.
f) Please tell us if you have an audit committee financial expert:
• Since you do not identify an audit committee financial expert in your filings,
please describe the extent of the audit committee’s U.S. GAAP knowledge. If
you do not have a separately created audit committee, please describe the
extent of the Board of Directors’ knowledge of U.S. GAAP and internal control over financial reporting.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 5   Report of Independent Registered Public Accounting Firm, page F-2

 7. We refer to the Form 6-K filed on Marc h 19, 2009 regarding your annual meeting
of shareholders.  We see your reference to the reappointment and ratification for
fiscal 2009 and 2008, respectively, of three audit firms:  Baker Tilly; Horowitz Idan Goldstein Sabo Tevet; and Somekh Chaikan, a member firm of KPMG
International. Please tell us if all th ree independent accounting firms performed
the audits of your financial statements, and if so, tell us why only Somekh Chaikan provided a
report for the audit of your financial statements for all three
years.

Consolidated Statements of Cash Flows, page F-7
 8. We refer to the footnote disclosures on page F-8 reconciling the cash flows from
investing activities attributable to the Printar and SELA acquisitions.  Please tell
us how the asset and liability amounts incl uded for the acquisitions agree with the
asset and liability amounts included on pages 35 and 36.
Notes to the Financial Statements, page F-9

 Note 1 – General, page F-9

 9. In paragraph A, we see you indicate Pr iortech Ltd. owns 63.6% of Camtek Ltd.
Please reconcile this to your disclo sures on page 31 and 58 which indicates
Priortech owns 60.6%.
10. In paragraph C, we see you completed the SELA transaction in November 2009;
however, you included the results of opera tion of SELA in the consolidated
financial statements of the company beginning October 1, 2009.  Please tell us
why this was appropriate and your basis in  U.S. GAAP.  If you entered into a
management agreement which was in effect prior to the acquisition closing, please provide the material terms of the agreement.
 Note 2 – Significant Accounting Policies, page F-10

 11. In paragraph G, we refer to your disc losure that estimates of inventory
impairment could vary significantly – eith er favorably or unfavorably.  We also
acknowledge your response to comment 3 in our letter dated August 13, 2009.
Please tell us how your inventory impair ment provision could have a favorable
variance.  In that regard, it appears your description implies that the inventory
impairment charge taken in prior periods could be reversed in future periods.
Please revise your description in future f ilings to clearly indicate that the write-
down creates a new cost basis and are a permanent reduction of inventory cost.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 6   12. In paragraph T, we see you have provided certain disclosures re garding fair value
measurements.  However, please tell us where you have provided the information
required by FASB ASC 810-50- 2(c) to (e) and 50-8.
 Note 3 – Acquisition of Businesses, page F-18

 13. In light of your October 2010 communicat ion from the Division of Corporation
Finance - Chief Accountant’s Office regarding the Printar Ltd. acquisition, please tell us when you will provide the financia l statements and pro forma information
required by Rule 3-05 of  Regulation S-X.

14. As a related matter, in regard to the SELA – Semiconductor Engineering
Laboratories Ltd. acquisiti on, please show us how you determined financial
statements and pro forma financial info rmation are not required by Rules 3-05 and
11-01 of Regulation S-X.  In that regard, please provide us y our significance test
for each individual acquisition as well as the cumulative acquisitions.
 Note 5 – Inventories, page F-21

 15. With regard to long-term inventory, we acknowledge your response to prior
comment 6 in our letter dated Augus t 13, 2009 and your response to prior
comment 2 in our letter dated September 17, 2009.  Your responses indicated that
future filings would provide expanded disclosure regarding your business plan
and accounting rationale related to long-te rm inventory. Please tell us where you
provided this disclosure in your Form 20- F. In your response, please also address
each of the following items:
• Describe the program you adopted to  consume the long-term inventory
referred to in your disclosure and de scribe any significan t assumptions on
which your plan is based.
• Tell us the expected peri od of liquidation of the long-term inventory and the
basis for your expectations.
• Clarify how much of the long-term inventory was sold in fiscal 2009.

Note 12 – Convertible Loan, page F-25

 16. It appears that the conve rtible debt dated August 23, 2005 includes a provision
where the conversion price may be reduced  depending on the market price of your
stock.  In light of this feature, pl ease tell us how you considered FASB
Codification Topic 815-15 in evaluating the accounting for the embedded conversion feature.  That is; explain to  us how you applied the cited guidance in
concluding that the embedded conversion feat ure is not a deriva tive that should be
bifurcated and separately accounted for as liability at fair value.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 7   Note 13 – Severance Pay, page F26

 17. Please reconcile your severance pay expense of $712,000 for 2009 to the $8.8
million of accrued severance you have recorded on your balance sheet as of December 31, 2009.
 Note 15 – Commitments and Contingencies, page F-27

 18. For each of the litigation matte rs described, please tell us the range of loss.  Please
explain the reason that you are unable to estimate a range of loss on any of these
matters. In addition, please clarify why you have not recoded any amounts related
to the matters discussed in Note 15(D)(3 ) where the court has entered a judgment
ordering you to pay the $6.8 million jury  award and $1.2 million in interest.
Please refer to FASB ASC 450.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Ms. Mira Rosenzweig
Camtek Ltd. December 28, 2010 Page 8
You may contact Leigh Ann Schultz at 202-551-3628 or me at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.
Please contact Louis Rambo at 202-551-3289 or Joseph McCann at 202-551-6262 with
any other questions.
Sincerely,    Brian Cascio Accounting Branch Chief