SecProbe.io

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 April 21, 2025

Moshe Eisenberg
Chief Financial Officer
Camtek Ltd
Ramat Gavriel Industrial Zone 23150
P.O. Box 544
Migdal Ha Emek, Israel

 Re: Camtek Ltd
 Form 20-F For the Fiscal Year Ended December 31, 2024
 File No. 000-30664
Dear Moshe Eisenberg:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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CORRESP
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 filename1.htm

 April 15, 2025

 VIA EDGAR

 Division of Corporation Finance
 Office of Industrial Applications and Services
 Securities and Exchange Commission
 100 F. Street, NE
 Washington, D.C. 20549
 Attn: Kristin Lochhead

 Re:

 Camtek Ltd. (the “Company”)
 Form 20-F For the Fiscal Year Ended December 31, 2024

 File No. 000-30664

 Dear Ms. Lochhead:

 On behalf of the Company, I am writing to respond to the comments of the staff (the “ Staff ”) of the United States Securities and Exchange
 Commission (the “ SEC ”) contained in its letter to the Company, dated April 7, 2025, regarding the Company’s Form 20-F for Fiscal Year ended December 31, 2024 (the “ Comment
 Letter ” and the “ Annual Report ”).

 We have incorporated the Staff’s comments from the Comment Letter into this response letter and have provided the Company’s responses below each comment.

 Form 20-F for the Fiscal Year Ended December 31, 2024

 Item 5. Operating and Financial Review and Prospects

 General, page 32

 1.

 We see that Israel's Finance Minister will adopt a qualified domestic minimum top-up tax (QDMTT) in Israel starting from the 2026 tax year. In future filings, to the extent material, revise to disclose your consideration of whether the
 QDMTT will materially affect future income tax expense.

 Response : In response to the Staff's comment, the Company notes that in future filings it will, to the extent
 material,  disclose its consideration of whether the Qualified Domestic Minimum Top-up Tax (QDMTT) in Israel, starting from the 2026 tax year, will materially affect future income tax expense.

 Securities and Exchange Commission
 April 15, 2025
 Page 2

 A. Operating Results, Year Ended December 31, 2024 compared to Year Ended December 31, 2023, page 37

 2.

 We reference your discussion of changes in revenue from the prior year is due to "an increase in the number of product units sold." In future filings, when you discuss revenue fluctuations, please provide enhanced detail about the
 underlying reasons for the increase in units sold, such as the types of products/platforms sold or how changes in customer's geographical region impacted revenue. For example, we see from your discussion of gross profit that there was a
 change in the mix of products sold and we see from page 28 that revenue grew in Asia Pacific and Korea. Also ensure you substantially expand to explain in sufficient detail the reasons driving the changes for all items in your results of
 operations and that your overall revised disclosures assist in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as noted in SEC Release No. 33-8350:

 •

 to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management;

 •

 to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

 •

 to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance.

 Response : In response to the Staff's comment, the Company notes that in future filings it will, when revenue
 fluctuations are being discussed, provide enhanced detail about the underlying reasons for the fluctuations in units sold. This will include information such as the types of products/platforms sold and how changes in customers' geographical regions
 impacted revenue. The Company will also ensure, in future filings, to substantially expand its explanations, in sufficient detail, as to the reasons driving the changes for all items in its results of operations. The Company is committed to
 ensuring that its overall revised disclosures will assist in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as noted in SEC Release No. 33-8350 and elaborated in the Comment Letter.

 We appreciate the Staff's guidance and are committed to providing transparent and comprehensive disclosures in our future filings. Please do not hesitate to contact our U.S.
 outside counsel, Todd E. Lenson, Kramer Levin Naftalis & Frankel LLP, at 212.715.9216 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.

 Sincerely,

 /s/ Moshe Eisenberg

 Name: Moshe Eisenberg
 Title: Chief Financial Officer

 Cc:          Todd E. Lenson, Kramer Levin Naftalis & Frankel LLP

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 April 7, 2025

Moshe Eisenberg
Chief Financial Officer
Camtek Ltd
Ramat Gavriel Industrial Zone 23150
P.O. Box 544
Migdal Ha Emek, Israel

 Re: Camtek Ltd
 Form 20-F For the Fiscal Year Ended December 31, 2024
 File No. 000-30664
Dear Moshe Eisenberg:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects
General, page 32

1. We see that Israel's Finance Minister will adopt a qualified domestic
minimum top-up
 tax (QDMTT) in Israel starting from the 2026 tax year. In future
filings, to the extent
 material, revise to disclose your consideration of whether the QDMTT
will materially
 affect future income tax expense.
 April 7, 2025
Page 2
A. Operating Results, Year Ended December 31, 2024 compared to Year Ended
December
31, 2023, page 37

2. We reference your discussion of changes in revenue from the prior year
is due to
 "an increase in the number of product units sold." In future filings,
when you discuss
 revenue fluctuations, please provide enhanced detail about the
underlying reasons for
 the increase in units sold, such as the types of products/platforms sold
or how changes
 in customer's geographical region impacted revenue. For example, we see
from your
 discussion of gross profit that there was a change in the mix of
products sold and we
 see from page 28 that revenue grew in Asia Pacific and Korea. Also
ensure you
 substantially expand to explain in sufficient detail the reasons driving
the changes for
 all items in your results of operations and that your overall revised
disclosures assist
 in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and
the three
 principal objectives of MD&A, as noted in SEC Release No. 33-8350:

 to provide a narrative explanation of a company s financial
statements that
 enables investors to see the company through the eyes of management;
 to enhance the overall financial disclosure and provide the
context within which
 financial information should be analyzed; and
 to provide information about the quality of, and potential
variability of, a
 company s earnings and cash flow, so that investors can ascertain
the likelihood
 that past performance is indicative of future performance.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at
202-551-4391 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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CORRESP
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    Camtek Ltd.

      Ramat Gavriel Industrial Zone

      P.O. Box 544

      Migdal Ha’Emek Israel

    May 2, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Camtek Ltd.

              Registration Statement on Form F-3

              Filed on April 20, 2023

              File No. 333-271348

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Camtek Ltd. hereby respectfully requests that the Securities and Exchange Commission accelerate the effective
      date of the above referenced Registration Statement on Form F-3 so that it will become effective at 10:00 a.m. Eastern Time on May 4, 2023, or as soon as practicable thereafter.

                Very truly yours,

                CAMTEK LTD.

                By: /s/ Moshe Eisenberg

                Name: Moshe Eisenberg

                Title: Chief Financial Officer

United States securities and exchange commission logo
April 28, 2023
Moshe Eisenberg
Chief Financial Officer
Camtek Ltd.
1815 NW 169th Place Suite
1080 Beaverton, OR 97006
Re:Camtek Ltd.
Registration Statement on Form F-3
Filed April 20, 2023
File No. 333-271348
Dear Moshe Eisenberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Todd Lenson

United States securities and exchange commission logo
July 18, 2022
Moshe Eisenberg
Chief Financial Officer
CAMTEK LTD
Ramat Gavriel Industrial Zone
P.O. BOX 544
Migdal Ha’Emek, 23150, Israel
Re:CAMTEK LTD
Form 20-F filed March 15, 2022
File No. 000-30664
Dear Mr. Eisenberg:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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  Camtek Ltd.

          Ramat Gavriel Industrial Zone

          P.O. Box 544

          Migdal Ha’Emek 23150

          Israel

        Securities and Exchange Commission

          June 22, 2022

        Page 1

      June 22, 2022

      VIA EDGAR

      Securities and Exchange Commission

      100 F. Street, NE

      Washington, D.C. 20549

      Attn: Terence O’Brien

            Re:

              Camtek Ltd. (the “Company”)

                Form 20-F filed March 15, 2022

                File No. 000-30664

      Dear Mr. O’Brien:

      Set forth below are the Company’s responses to comments received from the staff of the Division of Corporation Finance (the “Staff”)
        of the Securities and Exchange Commission (the “Commission”) by letter dated April 20, 2022 (the “Comment Letter”) relating to the Form 20‑F.

      For your convenience, the Staff’s comments have been restated below in their entirety, with the response to each comment set forth immediately below the
        comment.

      Form 20-F for Fiscal Year Ended December 31, 2021

      General

            1.

              It appears a substantial majority of your revenue for the 2021 fiscal year was derived from China. Please review
                  the Division of Corporation Finance's December 20, 2021 guidance “Sample Letter to China-Based Companies” available at: https://www.sec.gov/corpfin/sample-letter-china-based-companies and update your disclosure to discuss the legal and operational risks associated with being a China-based company, or explain why such
                  comments are not applicable to the company.

      Response:  The Company respectfully acknowledges the Staff’s comment and advises the Staff that, after reviewing the “Sample Letter to
        China-Based Companies,” the Company believes it is not a China-based company.  In this regard, the Company notes the following:

            •

              Camtek is incorporated in Israel, its headquarters and all corporate functions (such as finance, marketing, human resources, legal, information technology) are based in Israel, and most of its operations, research and development and
                production activities are in Israel. The Company’s ordinary shares are listed on both the NASDAQ and the Tel Aviv Stock Exchange (“TASE”).

        Securities and Exchange Commission

          June 22, 2022

        Page 2

            •

              75% of the Company’s directors and a majority of the management team are Israeli, and none of the directors or management team is Chinese or based in China.

            •

              The Company’s subsidiaries worldwide are engaged in global sales and support activities and its Chinese subsidiary provides sales and support for its local customers.

      In contrast, the “Sample Letter to China-Based Companies” addresses “China-based companies”: companies that are based in, or that have
        the majority of their operations in, the People’s Republic of China, as well as companies that use variable interest entity (VIE) structures to provide investors with exposure to foreign investment in China-based companies where Chinese law
        prohibits direct foreign investment in the operating companies, and companies that would be subject to restrictions under the Holding Foreign Companies Accountable Act due to limits on the PCAOB’s ability to inspect or investigate their auditors
        due to Chinese law.  The Company does not have these characteristics and accordingly believes that it is not a China-based company and that the types of disclosures described in the Sample Letter do not apply to the Company.

      Financial Statements

          Note 16 - Entity-Wide Information, page F-35

            2.

              Please provide the enterprise-wide information required by ASC 280-10-50-38 through 50-41. Specifically address how you have concluded that you are not required to report disaggregated
                product information. In this regard, we note your disclosure on page 22 that you offer a broad range of systems. Please also disclose the name of the country and the amount of revenue from that foreign country if any revenue derived from
                that particular foreign country is material. Address the need to separately present China and any other country within Asia Pacific deemed material.

      Response: The semiconductor manufacturing industry produces integrated circuits on silicon wafers; each wafer contains numerous
        integrated dies containing electronic circuits which are functional devices. Inspection and Metrology are implemented at various stages along the manufacturing process to detect defected dies and prevent them from being inserted into a package or
        product.

      As disclosed in the Form 20-F, Camtek provides a broad range of systems for automated optical Inspection and Metrology of
        semiconductor wafers in order to meet the various specifications of the different semiconductor manufacturers, and serves various manufacturing stages starting from the front-end macro inspection and Outgoing Quality Control (OQC), through
        Inspection and Metrology of bumps in the mid-end and the inspection of post-diced wafers in the back end (Assembly). Camtek’s Inspection and Metrology Systems for the semiconductor industry include: Eagle-i, Eagle-AP and Golden Eagle.

      Although the Company believes its products satisfy a broad range of customer needs, it also believes that its products are similar in each of the areas
        addressed by the aggregation criteria in ASC 280-10-50-11.

          Securities and Exchange Commission

            June 22, 2022

          Page 3

            •

              The Company’s systems are all based on the same platform and are not considered separate product lines. All of Camtek’s systems are automated systems that optically inspect and measure various types of wafers to find defects arising
                during the manufacturing process.

            •

              Similar economic characteristics of our systems. All of Camtek’s systems have similar gross margin and profitability. For example, in 2021, the range of quarterly gross margin on a GAAP basis was just 50.5% to 51.9%, despite changes in
                the product mix sold in each quarter.

            •

              Aggregating the revenues of the various systems is consistent with the objective and basic principle of ASC 280, as the sales of the systems constitutes just one type of business activity.

            •

              Similar manufacturing activities. The subcontractors and production teams are the same for all the systems, with a single management structure in place. Similarly, the same vendors supply the parts.

            •

              The nature of services provided by the Company to its customers is similar for all systems sold: automated optical Inspection and Metrology of semiconductor wafers.

            •

              Similar type or class of customers. For all of the Company’s systems, its customers are semiconductor manufacturers, many of whom have multiple facilities which are located throughout Asia, Europe and North America. The customers use the
                Company’s systems for quality control within their semiconductor wafer production processes.

            •

              Distribution channels. The Company has established a global distribution and support network throughout the territories in which it sells, installs and supports its systems. The Company primarily utilizes its own employees to provide
                these customer support services.  The same employees are used regardless of the systems sold and the distribution process is the same for all systems.

      Based on the above factors, the Company’s management considers its revenues to be from just one group of products and related services within the meaning
        of ASC 280-10-50-11.

      Regarding the breakdown of revenues attributable to geographic regions/countries: the Company has included all Far East countries as ‘Asia Pacific’. On
        page 6 of the Form 20-F, the Company included a disclosure that China accounts for the majority of this region. The Company acknowledges the Staff’s comment as to presenting China separately in the financial statements due to its significance and
        will provide such disclosure in future filings under the geographical revenue breakdown.

                  Sincerely,

                  /s/ Moshe Eisenberg

                  Name:  Moshe Eisenberg

                  Title:  Chief Financial Officer

      Securities and Exchange Commission

        June 22, 2022

      Page 4

        We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact our outside counsel, at the contacts below with any questions or further comments you may
          have regarding this filing or if you wish to discuss the above responses.

            Cc:

              Jeanne Baker, United States Securities and Exchange Commission

      Lior Aviram, Shibolet & Co.

        L.Aviram@shibolet.com

      Todd E. Lenson, Kramer Levin Naftalis & Frankel LLP

        TLenson@kramerlevin.com

      Daniel F. Zimmerman, Kramer Levin Naftalis & Frankel LLP

        DZimmerman@kramerlevin.com

United States securities and exchange commission logo
May 20, 2022
Moshe Eisenberg
Chief Financial Officer
CAMTEK LTD
Ramat Gavriel Industrial Zone
P.O. BOX 544
Migdal Ha’Emek, 23150, Israel
Re:CAMTEK LTD
Form 20-F filed March 15, 2022
File No. 000-30664
Dear Mr. Eisenberg:
            We issued comments to you on the above captioned filing on April 20, 2022.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by June 3, 2022.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
April 20, 2022
Moshe Eisenberg
Chief Financial Officer
CAMTEK LTD
Ramat Gavriel Industrial Zone
P.O. BOX 544
Migdal Ha’Emek, 23150, Israel
Re:CAMTEK LTD
Form 20-F filed March 15, 2022
File No. 000-30664
Dear Mr. Eisenberg:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2021
General
1.It appears a substantial majority of your revenue for the 2021 fiscal year was derived from
China. Please review the Division of Corporation Finance's December 20, 2021 guidance
"Sample Letter to China-Based Companies“ available at:
https://www.sec.gov/corpfin/sample-letter-china-based-companies and update your
disclosure to discuss the legal and operational risks associated with being a China-based
company, or explain why such comments are not applicable to the company.
Financial Statements
Note 16 - Entity-Wide Information, page F-35
2.Please provide the enterprise-wide information required by ASC 280-10-50-38 through
50-41.  Specifically address how you have concluded that you are not required to report
disaggregated product information.  In this regard, we note your disclosure on page 22

 FirstName LastNameMoshe Eisenberg
 Comapany NameCAMTEK LTD
 April 20, 2022 Page 2
 FirstName LastName
Moshe Eisenberg
CAMTEK LTD
April 20, 2022
Page 2
that you offer a broad range of systems.  Please also disclose the name of the country and
the amount of revenue from that foreign country if any revenue derived from that
particular foreign country is material.  Address the need to separately present China and
any other country within Asia Pacific deemed material.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-6001 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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      Camtek Ltd.

      Ramat Gavriel Ind. Zone

      P.O.Box 544

      Migdal Ha'emek 23150

      Israel

      April 20, 2020

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, DC 20549

                Re:

                  Camtek Ltd.

      Registration Statement on Form F-3

      File No. 333-237680

      Ladies and Gentlemen:

      Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Camtek Ltd. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 10:00 a.m. Eastern Time on April 21, 2020, or as soon as practicable thereafter.

      In connection with the foregoing request, the Company hereby acknowledges that:

                •

                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
                    action with respect to the filing;

                •

                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
                    responsibility for the adequacy and accuracy of the disclosure in the filing; and

                •

                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
                    federal securities laws of the United States.

                  Very truly yours,

                  CAMTEK LTD.

                  By:       /s/ Moshe
                        Eisenberg

                  Name:  Moshe Eisenberg

                  Title:    Chief Financial Officer

April 16, 2020
Moshe Eisenberg
Chief Financial Officer
Camtek Ltd.
Ramat Gavriel Industrial Zone,
P.O. Box 544,
Migdal Ha’Emek Israel
Re:Camtek Ltd.
Registration Statement on Form F-3
Filed April 14, 2020
File No. 333-237680
Dear Mr. Eisenberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard H. Gilden, Esq.

CORRESP
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Camtek Ltd.

Ramat Gavriel Ind. Zone

P.O.Box 544

Migdal Ha'emek 23150

Israel

April 13, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

Camtek Ltd.

Registration Statement on Form F-3

File No. 333-216948

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Camtek Ltd. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 4:00 p.m. Eastern Time on April 14, 2017, or as soon as practicable thereafter.

In connection with the foregoing request, the Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CAMTEK LTD.

By: /s/ Moshe Eisenberg

Name:  Moshe Eisenberg

Title:    Chief Financial Officer

Mail Stop 3030
September 1, 2015

Via E -mail
Moshe Eisenberg
Chief Financial Officer
Camtek Ltd.
Ramat Gavriel Industr ial Zone
P.O. BOX 544
Migdal Ha’Emek, Israel

Re: Camtek Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2014
Filed March 18, 2015
File No. 000-30664

Dear Mr. Eisenberg :

We have completed our review of your filing.  We remind you that our commen ts or
changes to disclo sure in response to our comment s do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Brian Cascio

Brian Cascio
Accounting Branch Chief
Office of Electronics and Machinery

cc:   Richard Gilden, Attorney

CORRESP
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August 20, 2015

VIA ELECTRONIC TRANSMISSION

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mr. Brian Cascio, Accounting Branch Chief

RE:
Camtek Ltd.

Form 20-F for the Fiscal Year ended December 31, 2014

Filed March 18, 2015

File No. 000-30664

Dear Sir:

In connection with your letter, dated August 4, 2015, to Moshe Eisenberg, Chief Financial Officer of Camtek Ltd. (“Camtek” or the “Company”), we are providing the following responses to the comments made by the Staff of the Securities and Exchange Commission (the “Commission”). To assist you in your review, we have included the heading and comment from that letter in italics below followed by the Company’s responses in regular typeface.

Form 20-F for the Fiscal Year Ended December 31, 2014.

Consolidated Financial Statements

Note 13. Commitments and Contingencies, C. Litigation, page F-22

1.
We reference the litigation with Rudolph Technologies and the judgment entered against the company for $14.5 million in February 2015. While we understand that you are appealing the ruling, we also note that you posted bond of $15 million to stay collection of the judgment. Please tell us how you applied FASB ASC 450-20-25 in assessing the likelihood of the loss or impairment of an asset or the incurrence of a liability as a result of the litigation. Please specifically address the two requirements of FASB ASC 450-20-25-2.

Response:

Description of the Proceedings to Date

In 2011, the Federal Circuit accepted an appeal submitted by Camtek on a jury verdict granted in 2009, in favor of Rudolph Technologies Inc. (“RTEC”), which awarded RTEC damages and prejudgment interest in the amount of approximately $8 million, and issued an injunction against sales and marketing of the Falcon product in the United States.

C a m t e k    L t d. ▪ Ramat Gavriel, Ha’arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

Tel: +972-4-6048100 ▪ Fax: +972-4-6440523

E-Mail: info@camtek.co.il ▪ Web site: http://www.camtek.co.il

In addition, the Federal Circuit accepted Camtek’s appeal of the 2011 District Court's finding that RTEC was entitled to an additional supplemental award of approximately $500 thousand in damages for post-jury decision sales.

The Federal Circuit overturned the judgment, revoked the damages finding, canceled the injunction and remanded the case to the District Court.

Following the remand, on March 31, 2014, the District Court entered a summary judgment in favor of RTEC, and decided that Camtek infringed the asserted patent claims for certain configurations and uses. Then, on February 9, 2015, again in a bench decision, the District Court reinstated the previously granted damage awards, and added to the previous award additional approximately $6.5 million in interest. The District Court also entered the injunction against the Falcon product.

On June 25, 2015, Camtek appealed the entire judgment, which appeal is still pending. For the infringement finding, Camtek bases its appeal, inter-alia, on the 2011 decision of the Federal Circuit. Camtek believes that a proper construction of the patent refers to an inspection system of “wafers”, while Camtek’s Falcon system inspects only “dies”, and never wafers. Camtek argues that the District Court did not properly implement the instruction given by the Federal Circuit by addressing neither the fact that the training process performed by the Falcon system produces a model of a die and not wafer (as the patent claims), nor that, according to the new infringement finding, no designated “training” stage exists in the Falcon system (while such stage is claimed by the patent). Camtek believes that the District Court erred in its finding that the Falcon is capable of infringing the patent by creating a model of a die from a plurality of parts (dies) of different wafers. Camtek believes that such a finding is inconsistent with the decision of the Federal Circuit.

Camtek also appealed the District Court's reinstatement of the original jury award, seeking a new trial on damages that accounts for the correct claim construction, as the Federal Circuit nullified the damages originally awarded by the District Court and did not grant the District Court a mandate to reinstate such damages in its limited trial. Therefore, in order to award damages, the District Court was required to hold a new jury trial to determine the appropriate damages to be awarded in light of the new infringement findings reached in the limited trial. Camtek also appealed the approximately $8 million interest awarded that it believes to be miscalculated by the District Court.

Accounting Principles

ASC 450-20-25-1 states that “when a loss contingency exists, the likelihood that the future event or events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote” .The Contingencies Topic uses the terms probable, reasonably possible and remote to identify three areas within that range.

-2-

According to ASC 450-20-25-2 an estimated loss from a loss contingency shall be accrued if it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and the amount of loss can be reasonably estimated. ASC 450-20-25 defines probable as future event or events that are likely to occur. In practice probable is interpreted as a threshold of 70-75 percent.

Assessment of Loss Contingencies

For the infringement claim, Camtek believes that it is more likely than not that the Federal Circuit should find, in accordance with the Federal Circuit’s interpretation, that Camtek does not infringe the patent.

Moreover, even if the Federal Circuit finds infringement, Camtek believes that it is more likely than not that RTEC cannot defend the damages award at the Federal Circuit based on the available record and the corrected claim construction. In that case, the Federal Circuit will most likely vacate the damages award and remand for a new damages trial based on the proper construction. RTEC would then be required to prove damages based on the revised claim construction.

In order to stay the District Court’s judgment, on March 15, 2015, Camtek was required to post a $15 million bond. The bond was secured by a guaranty from Bank Mizrahi in Israel, under which Camtek placed $7.875 million in a restricted deposit. Camtek reflected this amount as a long-term restricted deposit on its balance sheet as of March 31, 2015 which is included in the financial press release furnished to the Commission on a Form 6-K filed on April 30, 2015, and provided disclosure in its December 31, 2014 consolidated financial statements. The posting of the bond to secure a stay is a required administrative procedure under Federal Rule of Civil Procedure 62(d) and does not imply a likelihood of loss.

In making our assessment, we considered the implementation guidance in ASC 450-20-55-12 and the factors included therein. Specifically we considered the opinions of our legal counsel and advisors who specialize in patent law and infringement litigation. Additionally, and as shown above, we believe that the results achieved at the Federal Circuit during the earlier stages of this litigation support our assessment as to the likelihood of the outcome.

Management Conclusions

Based upon the status of this case and the assessment by management, together with Camtek’s advisors, of the likelihood of damages, Camtek believes that it is ultimately more likely than not that it will succeed in its appeal of the District Court’s infringement findings or damages awards, and no provision has been made regarding the matters disclosed in Note 13C to the audited consolidated financial statements as of December 31, 2014.

However, as required under ASC 450-20-50-3, where accrual is not required but a loss is reasonably possible, a disclosure should be provided, and should indicate the nature of the contingency and an estimate of the possible loss or range of loss or a statement. Therefore, Camtek provided detailed disclosure which includes the factual discussion and the related exposure of loss as a range of zero and, based on a jury verdict in favor of RTEC plus interest, together amounting to approximately $14.5 million (excluding future interest).

-3-

The Company hereby acknowledges 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any further questions on the above, please do not hesitate to contact me at +972-46048100.

Sincerely,

/s/ Moshe Eisenberg

Moshe Eisenberg

Chief Financial Officer

cc: Richard Gilden, Attorney

-4-

August  4, 2015

Via Email
Moshe Eisenberg
Chief Financial Officer
Camtek Ltd.
Ramat Gavriel Industrial Zone
P.O. BOX 544
Migdal Ha’Emek, Israel

Re: Camtek Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2014
Filed March 18, 2015
File No. 000-30664

Dear Mr. Eisenberg :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this  comment , we may have additional comments.

Form 20 -F for the Fiscal Year E nded December 31, 2014

Consolidated Financial Statements

Note 13. Commitments and Conting encies, C. Litigation, page F -22

1. We reference the litigation with Rudolph Technologies and the judgment entered against
the company for $14.5 million in February 2015.  While we understand that you are
appealing the ruling, we also note that you posted bond of $15 m illion to stay collection
of the judgment.   Please tell us how you applied FASB ASC 450 -20-25 in assessing the
likelihood of the loss or impairment of an asset or the incurrence of a liability as a result
of the litigation.  Please specifically address th e two requirements of FASB ASC 450 -20-
25-2.

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

Moshe Eisenberg
Camtek Ltd.
August 4, 2015
Page 2

 1934 and all appli cable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our commen ts, 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may conta ct Kristin Lochhead at (202) 551 -3664  or Gary Todd, Senior  Accountant ,
at (202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.  Please contact Jay Mumford at (202) 551 -3637  or Tim Buchmiller, Senior
Attorney,  at (202) 551 -3635  with any other questions.

Sincerely,

 /s/Gary Todd for

Brian Cascio
Accounting Branch Chief

cc:   Richard Gilden, Attorney

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Camtek Ltd.

Ramat Gavriel Industrial Zone

P.O. Box 544

Migdal Ha’Emek Israel

April 11, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

Camtek Ltd.

Registration Statement on Form F-3

Filed March 4, 2014

File No. 333-194303

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Camtek Ltd. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 2:00 p.m. Eastern Time on Monday, April 14, 2014, or as soon as practicable thereafter.

In connection with the foregoing request, the Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CAMTEK LTD.

/s/ Moshe Eisenberg

Name:  Moshe Eisenberg

Title: Chief Financial Officer

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Camtek Ltd.

Ramat Gavriel Industrial Zone

P.O. Box 544

Migdal Ha’Emek Israel

April 1, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Attn: Tim Buchmiller

Re:Camtek Ltd. (the “Company”)

Registration Statement on Form F-3 (the “Registration Statement”)

Filed March 4, 2014

File No. 333-194303

Dear Mr. Buchmiller:

Set forth below are the Company’s responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 19, 2014 (the “Comment Letter”) relating to the Registration Statement.

For your convenience, the Staff’s comments have been restated below in their entirety, with the response to each comment set forth immediately below the comment.  The page numbers in the responses of the Company refer to pages in Amendment No. 1 to the Registration Statement, as filed with the Securities and Exchange Commission on the date hereof.

Selling Shareholder, page 8

1.

We note your selling shareholder Priortech Ltd. is your principal and controlling shareholder.  Please disclose how Priortech acquired the shares to be sold in this offering.

Response: The disclosure on page 8 of the Form F-3 relating to the selling shareholder has been revised in response to the Staff’s comment.

Exhibits

2.

We note your exhibit index states you will file an indenture on a post effective basis. Please file the indenture on a pre-effective basis. See question 212.9 of Compliance and Disclosure Interpretations of Securities Act Rules.

Response: The Company has determined to no longer seek to register debt securities under the Registration Statement.  Accordingly, the Registration Statement has been revised to remove references to the offering of debt securities and the form of indenture.

Securities and Exchange Commission

April 1, 2014

Page 2

Please note that we have included certain changes to Amendment No. 1 other than those in response to the Staff’s comments.  A copy of Amendment No. 1 marked to reflect cumulative changes to the initial filing of the Registration Statement filed with the Commission on March 4, 2014 is being sent to you under separate cover.

In connection with the above-referenced filing, the Company hereby acknowledges that:

1.      The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.      Staff comments or changes to disclosure in response to Staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and

3.      The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hereby respectfully requests that the Staff declare the Registration Statement effective as soon as is practicable.   Please do not hesitate to contact our U.S. outside counsel, Richard H. Gilden, Esq., at 212-715-9486 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.

Sincerely,

/s/ Rafi Amit

Name:  Rafi Amit

Title: Chairman and Chief Executive Officer

Cc:         Jay Mumford, Esq., United States Securities and Exchange Commission

Richard H. Gilden, Esq., Kramer Levin Naftalis & Frankel LLP

Lior Aviram, Esq., Shibolet & Co.

March 19 , 2014

Via E -mail
Rafi Amit
Active Chairman of the Board of Directors
Camtek Ltd.
Ramat Gavriel Industrial Zone,
P.O. Box 544,
Migdal Ha’Emek Israel

Re: Camtek Ltd.
Registration Statement on Form F-3
Filed March 4, 2014
  File No. 333 -194303

Dear Mr. Amit :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or  do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Selling Sha reholder, page 9

1. We note your selling shareholder Priortech Ltd. is your principal and controlling
shareholder.  Please disclose how Priortech acquired the shares to be sold in this offering.

Exhibits

2. We note your exhibit index states you will file an  indenture on a post effective basis.
Please file the indenture on a pre -effec tive basis.  See Question 212.19  of Compliance
and Disclosure Interpretation s of Securities Act Rules.

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 Act of 1933 and

Rafi Amit
Camtek Ltd.
March  19, 2014
Page 2

 all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to revie w any amendment prior to the requested effective date of the
registration statement.

You may contact J ay Mumfo rd at 202 -551-3637 or Tim Buchmiller at 202 -551-3635
with any questions.

Sincerely,

 /s/ Tim Buchmiller for

  Amanda Ravitz
 Assistant Director

cc (via e -mail): Richard Gilden

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June 28, 2011

VIA EDGAR

U.S. Securities and Exchange Commission (the “Commission”)

Division of Corporation Finance (the “Staff”)

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jay Mumford

Re:

Camtek Ltd. (the “Company”)

Registration Statement on Form F-3

File No. 333-174169

Dear Sir or Madam:

The undersigned hereby respectfully requests that the effective date of the above-referenced Registration Statement of the Company be accelerated so that it will become effective on June 29, 2011 at 4:00 p.m. (New York City time), or as soon thereafter as is practicable.

In connection with this acceleration request, the Company acknowledges that:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Lily Lee of Kramer Levin Naftalis & Frankel LLP, outside counsel to the Company, at (212) 715-9461 upon the Registration Statement’s becoming effective.

Sincerely,

By:

/s/ ROY PORAT

Name: Roy Porat

Title: Chief Executive Officer

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June 15, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Attn: Jay Mumford

Re:

Camtek Ltd. (the “Company”)

Registration Statement on Form F-3 (“Form F-3”)

Filed May 13, 2011

File No. 333-174169

Dear Mr. Mumford:

We are transmitting for filing the Company’s responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 7, 2011 (the “Comment Letter”) and Amendment No. 1 (the “Amendment”) to the Company’s Form F-3.

We have incorporated the Staff’s comments from the Comment Letter into this response letter and have provided the Company’s responses below each comment.

Selling Shareholders, page 7

1.

Given the market value of your shares held by non-affiliates disclosed on the prospectus cover page, it appears you are not eligible to rely on Rule 430B because you are not eligible to use Form F-3 for primary offerings pursuant to General Instruction I.B.1 of Form F-3.  As such, please amend your registration statement to include all information currently omitted in reliance on that rule, such as the identity of all selling stockholders.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page [7] of the Amendment to include all information currently omitted in reliance on Rule 430B.

Signatures

2.

Please include the signature of a representative of the company in the United States.  See the instruction 1 to the signatures in Form F-3.

Response: In response to the Staff’s comment, the Company has revised the signature page of the Amendment to add the signature of a representative of the Company in the United States.

Securities and Exchange Commission

June 14, 2011

Page 2

Exhibit 5.1

3.

We note the assumptions contained in the last sentence of the third paragraph and the first sentence of the fourth paragraph.  It is inappropriate for counsel to make assumptions regarding matters of fact and law that are necessary for this opinion or that are readily ascertainable.  Counsel must examine all documents necessary to make such opinion without these assumptions.  Please have counsel remove these assumptions and file a revised opinion accordingly.

Response: In response to the Staff’s comment, counsel has revised Exhibit 5.1 to remove the referenced assumptions contained in the last sentence of the third paragraph and the first sentence of the fourth paragraph of the opinion and filed a revised opinion accordingly.

4.

Please ask counsel to tell us why the sixth paragraph includes the “when the shares have been sold” requirement with respect to the shares to be resold by the selling stockholders, given that it appears those shares should have already been sold to the selling stockholders and such language is unnecessary.

Response: In response to the Staff’s comment, counsel has revised the referenced language in Exhibit 5.1 to remove the requirement with respect to the shares to be resold by the selling stockholders.

5.

The reference to “Plans” appears intended to be a defined term, but no definition appears in the exhibit.  Please file a revised opinion.

Response: In response to the Staff’s comment, counsel has deleted the reference to “Plans” in Exhibit 5.1.

6.

We note the reference to counsel on page 10.  Please include counsel’s consent to being named in the registration statement.  Please also reconcile the portion of the last sentence of the opinion regarding rendering no opinion as to the “Shares” with the opinion stated in the third-to-last paragraph.

Response: In response to the Staff’s comment, counsel has expanded its consent to include being named in the registration statement and has revised the portion of the last sentence to reconcile to the language in the third-to-last paragraph.

The Company hereby acknowledges that:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Securities and Exchange Commission

June 14, 2011

Page 3

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Staff indicates that it has no further comments with regard to the Form F-3, we intend to submit a request for acceleration of the effective date of the Form F-3.  Please do not hesitate to contact our U.S. outside counsel, Richard H. Gilden, Esq. at 212-715-9486 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.

Sincerely,

/s/ Mira Rosenzweig

Name: Mira Rosenzweig

Title: Vice President and Chief Financial Officer

Cc:           Richard H. Gilden, Esq.

June 7, 2011
 Roy Porat President and Chief Executive Officer Camtek USA Inc. 2000 Wyatt Drive  Santa Clara, CA 95054
Re: Camtek Ltd.
 Registration Statement on Form F-3
Filed May 13, 2011
  File No. 333-174169

Dear Mr. Porat:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Selling Shareholders, page 7

 1. Given the market value of your shares held by non-affiliates disclosed on the prospectus
cover page, it appears you are not eligible to rely on Rule 430B because you are not
eligible to use Form F-3 for primary offeri ngs pursuant to General Instruction I.B.1 of
Form F-3.   As such, please amend your regi stration statement to include all information
currently omitted in reliance on that rule, such as  the identity of all selling stockholders.
 Signatures

 2. Please include the signature of a representativ e of the company in the United States. See
the instruction 1 to the signatures in Form F-3.

Roy Porat Camtek Ltd. June 7, 2011 Page 2

Exhibit 5.1

 3. We note the assumptions contained in the last sentence of the third paragraph and the first
sentence of the fourth paragr aph. It is inappropriate for counsel to make assumptions
regarding matters of fact and law that are n ecessary for this opinion or that are readily
ascertainable.  Counsel must examine all documents necessary to make such opinion without these assumptions.  Please have couns el remove these assumptions and file a
revised opinion accordingly.
4. Please ask counsel to tell us why the sixth paragraph includes  the “when the shares have
been sold” requirement with respect to the sh ares to be resold by the selling stockholders,
given that it appears those shares should have already been sold to the selling
stockholders and such language is unnecessary.
 5. The reference to “Plans” app ears intended to be a defined term, but no definition appears
in the exhibit.  Please file a revised opinion.
 6. We note the reference to couns el on page 10.  Please include  counsel’s consent to being
named in the registration statement.  Please al so reconcile the portion of the last sentence
of the opinion regarding renderi ng no opinion as to the “Share s” with the opinion stated
in the third-to-last paragraph.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Roy Porat Camtek Ltd. June 7, 2011 Page 3

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Jay Mumfor d at 202-551-3637 or Geoff Kr uczek at 202-551-3641 if
you have any questions.

Sincerely,

       A m a n d a  R a v i t z         A s s i s t a n t  D i r e c t o r   cc (via fax):  Richard H. Gilden, Esq.

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February 14, 2011

VIA ELECTRONIC TRANSMISSION

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mr. Brian Cascio, Accounting Branch Chief

RE:

Camtek Ltd.

Form 20-F for the fiscal year ended December 31, 2009

Filed June 7, 2010

File No. 000-30664

Dear Sir:

In connection with your letters, dated December 28, 2010 and February 7, 2011, to Mira Rosenzweig, Chief Financial Officer of Camtek Ltd. (“Camtek” or the “Company”), we are providing the following responses to the comments made by the Staff of the Securities and Exchange Commission (the “Commission”). To assist you in your review, we have included the heading and comments from the February 7, 2011 letter in italics below followed by the Company’s responses in regular typeface.

Form 20-F for the fiscal year ended December 31, 2009

Item 15T, Controls and Procedures, page 77

1.

We acknowledge your response to prior comment 6. In future filings please provide enhanced disclosure of the U.S. GAAP and SEC reporting knowledge of the people involved in your financial reporting process. In addition, please disclose your use of, including the nature and extent of involvement, a third party for assistance with your evaluation and assessment of internal controls over financial reporting.

Response:

In future filings we shall provide enhanced disclosure of the U.S. GAAP and SEC reporting knowledge of the people involved in our financial reporting process in response to Item 15(a)(2) of Form 20-F. We shall also disclose in that response our use of, including the nature and extent of involvement, a third party for assistance with our evaluation and assessment of internal controls over financial reporting.

C a m t e k    L t d. ▪ Ramat Gavriel, Ha’arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

Tel: +972-4-6048100 ▪ Fax: +972-4-6440523

E-Mail: info@camtek.co.il ▪ Web site: http://www.camtek.co.il

Notes to the Financial Statements, page F-9

Note 1 – General, page F-9

2.

We refer to your response to prior comment 9. In future filings, please describe the reasons for material changes in ownership of Priortech, such as those described in your response.

Response:

In future filings we shall describe the reasons for any material changes in ownership of Priortech.

3.

In a related matter, please tell us whether you have granted any additional options to third parties to purchase Camtek shares. With a view toward future disclosure, please tell us the nature of the transaction, provide material terms, and describe how you are accounting for the options.

Response:

In our response to prior comment 9, we referred to grants of options by Priortech to third parties in connection with dispositions by Priortech of our shares.  Camtek itself has not granted options to third parties, except to employees as stock-based compensation.

Note 2 – Significant Accounting Policies, page F-10

G. Inventories, page F-11

4.

We acknowledge your response to our prior comment 15. In future filings, please consider enhancing your long-term inventory discussion by including a disclosure similar to your response beginning “The Company’s policy is to keep components to…”

Response:

In future filings we shall consider changing the long-term inventory discussion to include the Company’s policy regarding long term components.

C a m t e k    L t d. ▪ Ramat Gavriel, Ha’arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

Tel: +972-4-6048100 ▪ Fax: +972-4-6440523

E-Mail: info@camtek.co.il ▪ Web site: http://www.camtek.co.il

Note 15 – Commitments and Contingencies, page F-27

5.

We refer to your response to our prior comment 18. In future filings, to the extent you are unable to provide a range of loss for each of the litigation matters, consistent with FASB ASC 450, please indicate that any amount not accrued is not expected to be material to the financial statements or the reason that you are unable to provide an estimate.

Response:

In future filings to the extent we are unable to provide a range of loss for each of the litigation matters, consistent with FASB ASC 450, we shall indicate that any amount not accrued is not expected to be material to the financial statements or the reason that we are unable to provide an estimate.

Should you have any further questions on the above, please do not hesitate to contact me at +972-4-6048308.

Sincerely,

/s/ Mira Rosenzweig

Mira Rosenzweig

Chief Financial Officer.

cc: Ms. Leigh Ann Schultz

C a m t e k    L t d. ▪ Ramat Gavriel, Ha’arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

Tel: +972-4-6048100 ▪ Fax: +972-4-6440523

E-Mail: info@camtek.co.il ▪ Web site: http://www.camtek.co.il

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

       DIVISION OF
CORPORATION FINANCE

February 14, 2011
 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 completed our review of your fili ngs and do not have any further comments at
this time.            S i n c e r e l y ,            B r i a n  C a s c i o         A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

 February 7, 2011
 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 res ponse dated January 14, 2011 and have the
following comments.   In some of our comme nts, we may ask you to provide us with
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. February 7, 2011 Page 2   Form 20-F for the fiscal year ended December 31, 2009

 Item 15T.  Controls a nd Procedures, page 77

1. We acknowledge your response to prior comment 6.  In future filings please provide
enhanced disclosure of the U.S. GAAP and SEC reporting knowledge of the people
involved in your financial reporting process. In addition, please disclose your use of,
including the nature and extent of involvement, a third party for assistance with your
evaluation and assessment of internal controls over financial reporting.

Notes to the Financial Statements, page F-9
 Note 1 – General, page F-9

 2. We refer to your response to prior comment 9.  In future filings, please describe
the reasons for material changes in ow nership of Priortech, such as those
described in your response.
3. In a related matter, please tell us whet her you have granted any additional options
to third parties to purchase Camtek shares.  With a view toward future disclosure, please tell us the nature of the transac tion, provide material terms, and describe
how you are accounting for the options.
Note 2 – Significant Accounting Policies, page F-10

 G.  Inventories, page F-11

 4. We acknowledge your response to our prior comment 15.  In future filings, please
consider enhancing your l ong-term inventory discussi on by including a disclosure
similar to your response beginning “The Company’s policy is to keep components
to…”
 Note 15 – Commitments and Contingencies, page F-27

 5. We refer to your response to our prior comm ent 18.  In future filings, to the extent
you are unable to provide a range of lo ss for each of the litigation matters,
consistent with FASB ASC 450, please in dicate that any amount not accrued is
not expected to be material to the financ ial statements or the reason that you are
unable to provide an estimate.

Ms. Mira Rosenzweig
Camtek Ltd. February 7, 2011 Page 3
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

CORRESP
1
filename1.htm

    zk1109309.htm

January 14, 2011

VIA ELECTRONIC TRANSMISSION

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mr. Brian Cascio, Accounting Branch Chief

RE:

Camtek Ltd.

Form 20-F for the fiscal year ended December 31, 2009

Filed June 7, 2010

File No. 000-30664

Dear Sir:

In connection with your letter, dated December 28, 2010, to Mira Rosenzweig, Chief Financial Officer of Camtek Ltd. (“Camtek” or the “Company”), we are providing the following responses to the comments made by the Staff of the Securities and Exchange Commission (the “Commission”). To assist you in your review, we have included the heading and comments from that letter in italics below followed by the Company’s responses in regular typeface.

Form 20-F for the Year Ended December 31, 2009.

Results of Operation, page 39

Revenues, page 39

1.           In future filings please more fully describe the material factors contributing to significant changes in revenues each period. In that regard:

·

Please clarify the impact of the injunction 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 revenues should describe the underlying business reasons for factors cited as responsible for material changes in revenues, such as changes arising from varying demand, changing prices, new products, new markets and other significant matters.   Please refer to Item 303(a)(3) of Regulation S-K and Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.

Response:

We note the Staff’s comment.  In future filings, the Company will more fully describe the material factors contributing to significant changes in revenues in each period.

To the extent material, we will disclose the impact on revenues of the injunction associated with our Falcon systems in the United States.  We note that we have been marketing in the United States a system having functions similar to the Falcon, but employing technologies which differ from those employed in the Falcon and not subject to the injunction.

We note that the 2009 revenues of both Printar and SELA are disclosed in Note 3 to the 2009 consolidated financial statements.  SELA’s revenues will be classified as part of our revenues from microelectronics products and Printar’s revenues will be  classified as revenues from the Printed Circuit Boards and IC substrates products. In future filings, in describing the material factors contributing to the significant changes in revenues, we will address the impact of these acquisitions.

Gross Profit, page 39

2.           We see gross profit has declined 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 identify and quantify factors responsible for material changes in financial statement items, but also describe the underlying business reasons for factors cited.

Response:

We note the Staff’s comment.  We refer to the discussion of gross profit on page 39 of the 2009 Form 20-F, which details the elements that went into the decrease in gross profit.  Nevertheless, in future filings, the Company will consider describing in more detail the underlying business reasons for the factors responsible for material changes in financial statement items including gross profit, if material.

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 operating 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.

- 2 -

Response:

Please note that the liability of $8.8 million as of December 31, 2009 was in respect of other long term liabilities and not employee severance benefits. See Note 14 of the 2009 consolidated financial statements, which discussed “other long term liabilities” in the amount of $8.8 million.  In Note 13(3) of the 2009 consolidated financial statements, the Company noted that severance pay expenses in 2009 amounted to $712 thousand.  In Note 13(2) of the 2009 consolidated financial statements, the Company noted that the liability for employee severance benefits as of December 31, 2009 amounted to $487 thousand.  To the extent that future severance expenses are material, we will comply with the requested disclosures.

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 workforce restrictions. Please reconcile this statement to the $8.8 million of employee severance benefits accrued as of December 31, 2009.

Response:

See our response to comment 3 above.

Liquidity and Capital Resources, page 40

5.           We refer to your convertible loan from FIMI. We see in Note 12 to your financial statements that you were not in compliance with certain covenants as of December 31, 2009. In future filings please indicate the impact of covenant noncompliance on capital resources.

Response:

The outstanding balance of the convertible loan as of December 31, 2009 was presented as a short term liability and was repaid in August 2010 according to the original repayment schedule. Therefore, this loan was not part of our long term capital resources due to our plan to repay this loan as scheduled.  In future filings, the Company will indicate the impact of any future covenant noncompliance on capital resources, if applicable.

Item 15T. Controls and Procedures

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:

- 3 -

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 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 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.

- 4 -

d)  If you retain an accounting firm or 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 financial 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 financial 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.

- 5 -

Response:

a)

1.

The Company has engaged Brightman Almagor Zohar, a member firm of Deloitte Touche Tohmatsu Limited (“Deloitte”) to assist the Company in its evaluation and assessment of internal controls over financial reporting as required by section 404 of the Sarbanes Oxley Act of 2002, PCAOB Auditing Standard No. 5 and the SEC management guidance.  The Company implements a top down, risk-based evaluation of its internal controls over financial reporting assisted by the proven methodology and experience of Deloitte. The risk-based evaluation allows management to focus its assessment on areas of financial reporting that pose the highest risks to reliable financial reporting and risk of material misstatement of the financial statements, and this is documented through a comprehensive risk assessment analysis including both quantitative and qualitative factors, including risk of fraud and management override of controls. Management relies on the results of the risk assessment in order to align the timing, extent and nature of evaluation of design and operating effectiveness of controls over financial reporting to the applicable identified risks. Through the risk assessment process management identifies the following:

a.

The locations that will be focused upon for the assessment of internal controls over financial reporting;

b.

The material accounts and transactions that will be evaluated for internal controls over financial reporting.

2.

Based on the risk assessment results and consultation with Deloitte and the Company's management, the Company finalizes the scope for the locations and processes to be evaluated and the extent and nature of the evaluation.  This is documented in a scoping file wherein each of the locations and processes is assigned a risk level based on pre-determined quantitative and qualitative criteria. Assessment and documentation of the design of controls over financial reporting is performed for all processes within a selected location. Such assessment and documentation is performed by the Company except for documentation of information technology general controls and entity level controls, which are evaluated and documented by Deloitte. Testing of operating effectiveness of controls over financial reporting, in accordance with the aforementioned documentation, is adjusted to the assigned risk level of the process in question based on the above mentioned risk assessment results. All testing is performed by Deloitte and is documented in comprehensive testing worksheets which include the details of the testing samples and the results of the tests performed.

- 6 -

3.

For business processes selected in each of the significant locations, the Company, through its SOX compliance manager, identifies controls that adequately address financial reporting risks and documents the applicable controls in place through a process narrative and a control matrix which ensures coverage of control objectives and financial statement assertions for each significant account balance. In addition to process level controls, Deloitte identifies and documents controls that adequately address financial reporting risks at the entity level and information technology general controls.  These controls are then reviewed by management and Deloitte and key controls are selected for testing. In selecting key controls to test for operating effectiveness, special attention is dedicated to ensuring that risks to adequate financial reporting are addressed and mitigated and that all financial statement assertions are covered by the controls in place. Controls evaluated for design and operating effectiveness are a combination of preventative and detective controls as well as manual or automated controls.

The results of the assessment of design and operating effectiveness of controls over financial reporting are evaluated for impact on adequate financial reporting by Deloitte, the SOX manager and the CFO. All deficiencies are evaluated individually and in combination to ensure that they do not lead to risk of material misstatement of the financial statements. Deficiencies in either design or operating effectiveness of controls over financial reporting are reported to the audit committee and executive management and provide the basis for expression of assessment of effectiveness of internal controls over financial reporting by management and disclosure about any material weaknesses, if applicable.

The Company’s internal auditor performs his audit according to the audit committee’s annual internal audit work plan, independent of the mandatory evaluation of internal control of financial reporting according to SOX. Any recommendations made by the internal auditor are implemented within the existing controls. The internal auditor’s report is submitted to the audit committee.

b) The Company has a process in place to prepare its consolidated financial statements according to U.S. GAAP.  This process includes controls to ensure that activities and transactions are recorded in accordance with U.S. GAAP.

- 7 -

The financial closing process for all localities starts with specific deadlines of activities fro

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

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

       DIVISION OF
CORPORATION FINANCE
  Mail Stop 3030

 November 10, 2009

 Ms. Mira Rosenzweig Chief Financial Officer Camtek Ltd. Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Ha’Emek Israel
Re:
Camtek, Ltd.
Forms 20-F for Fiscal Years Ended December 31, 2006, 2007 and 2008
Filed on June 29, 2007, June 30, 2008 and April 8, 2009
File No. 000-30664
 Dear Ms Rosenzweig:   We have completed our review of your Forms 20-F and related filings and do not,
at this time, have any further comments.            S i n c e r e l y ,           B r i a n  C a s c i o         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

     Corresp

VIA ELECTRONIC
TRANSMISSION

Mr. Gary Todd

Senior Review Accountant

U.S. Securities and Exchange Commission

Washington, D.C. 20549

RE:
Camtek
LTD.

Forms
20-F for Fiscal Years Ended December 31, 2006, 2007 and 2008

Filed
on June 29, 2007, June 30, 2008 and April 8, 2009

File
No. 000-30664

Dear Mr. Todd:

        In
connection with your letter dated September 17, 2009 to Mira Rosenzweig, Chief Financial
Officer of Camtek Ltd. (“Camtek” or the “Company”), we are providing
the following responses to the comments made by the Securities and Exchange Commission
(the “Commission” or the “Staff” ). To assist you in your review, we
have included the heading and comments from that letter in italics below followed by the
Company’s responses in regular typeface.

Form 20-F for the Year Ended
December 31, 2006.

Item 18 Consolidated
Financial Statements.

1.
We
refer to your response to prior comment 1. Please also respond with
               respect to the Form 20-F  for the year ended December 31, 2006. That
               filing also does not appear to include audit reports  covering each
               annual period presented. Also, note that under Exchange Act Rule 12b-15
when you  amend the filing the amendment must include the entire text of the
               amendment item(s and  currently dated certifications.

Response:

The consolidated financial statements
for the three-year period ended December 31, 2005, had been jointly audited by Goldstein
Sabo Tevet and Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu,
independent registered public accounting firm. Further, the consolidated financial
statements for the year ended December 31, 2006, were audited by Somekh Chaikin, a member
firm of KPMG International, independent registered public accounting firm.

An auditors report for the year ended
December 31, 2006 was filed in the 2006 Form 20-F as part of the financial statements
under Item 18. The audit report for the two years ended December 31, 2005 should have been
filed under Item 18 to the 2006 Form 20-F filed on June 29, 2007 but were unintentionally
omitted. An amended 2006 Form 20-F, Item 18 which will include the omitted audit reports
will be filed immediately following completion of the process of responding to the
Staff’s comments, together with currently dated certifications.

     C a m t e k  L t d.  n  Ramat Gavriel, Ha'arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

     Tel: +972-4-6048100 n Fax: +972-4-6440523

     E-Mail: info@camtek.co.il n Web site: http://www.camtek.co.il

Form 20-F for the Year Ended
December 31, 2008

Note 5 –
Inventories, Page F-16

 2.
We
note your response to our prior comment 6. In future filings please expand your
disclosures relating to short- term and long –term inventory to address
the substance of your response to our comment.

Response:

        In
future filings, the Company will expand the description relating to short-term and
long-term inventory in order to address the substance of its accounting rationale as
described in its answer to the Staff’s prior comment 6.

        Should
you have any further questions on the above, please do not hesitate to contact me at
+972-4-6048308.

Sincerely,

/s/ Mira Rosenzweig
——————————————

Mira Rosenzweig
Chief Financial Officer.

     C a m t e k  L t d.  n  Ramat Gavriel, Ha'arig Street, P.O. Box 544, Migdal-Haemek 23150, Israel

     Tel: +972-4-6048100 n Fax: +972-4-6440523

     E-Mail: info@camtek.co.il n Web site: http://www.camtek.co.il

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

       DIVISION OF
CORPORATION FINANCE      Mail Stop 3030

         September 17, 2009
  VIA U.S. MAIL and FACSIMILE: (972) (4) 604-8300

  Ms. Mira Rosenzweig Chief Financial Officer Camtek, Ltd. Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Ha’Emek, Israel

Re: Camtek, Ltd.
 Forms 20-F for Fiscal Years Ended December 31, 2006, and 2008
Filed on June 29, 2007 and April 8, 2009
          File No. 000-30664
Dear Ms. Rosenzweig:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your future  filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Mira Rosenzweig
Camtek, Ltd. September 17, 2009 Page 2    Form 20-F for the Year Ended December 31, 2006

 Item 18.  Consolidated Financial Statements

 1. We refer to your response to prior comm ent 1.  Please also respond with respect
to the Form 20-F for the year ended D ecember 31, 2006.  That filing also does not
appear to include audit reports covering each annual period presented.  Also, note
that under Exchange Act Rule 12b-15 when you amend a filing the amendment must include the entire text of the amended item(s) and currently dated
certifications.
 Form 20-F for the Year Ended December 31, 2008

 Note 5 - Inventories, page F-16

 2. We note your response to our prior comment 6.  In future filings please expand
your disclosures relating to short-term and long-term inventory to address the
substance of your response to our comment.

*****

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  You may contact Jong Hwang at (202) 551-3327 or me at (202) 551-3605 if you
have questions about these comments.  In this  regard, please do not hesitate to contact
Brian Cascio, Branch Chief, at ( 202) 551-3676 with any other questions.

 Sincerely,

Gary Todd Senior Review Accountant

CORRESP
1
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     Corresp

VIA ELECTRONIC
TRANSMISSION

Mr. Gary Todd

Senior Review Accountant

U.S. Securities and
Exchange Commission

Washington, D.C. 20549

RE: Camtek LTD.

Forms
20-F for Fiscal Years Ended December 31, 2006, 2007 and 2008

Filed
on June 29, 2007, June 30, 2008 and April 8, 2009

File No. 000-30664

Dear Mr. Todd:

        In
connection with your letter dated August 13, 2009 to Mira Rosenzweig, Chief Financial
Officer of Camtek LTD. (“Camtek” or the “Company”), we are providing
the following responses to the comments made by the Securities and Exchange Commission
(the “Commission” or “the “Staff” ). To assist you in your
review, we have included the heading and comments from that letter in italics below
followed by the Company’s responses in regular typeface.

Form 20-F for the Year Ended
December 31, 2006 and Form 20-F for the Year Ended December 31, 2007. Item 18 Consolidated Financial
Statements.

1.
Tell
us where you have presented re- issued audit reports from the           predecessor
auditor in the  referenced Forms 20-F. As set forth in           paragraphs 1
through 3 of item 8A of Form 20-F, the  filing should           present audit
reports covering each of the annual periods required in your  documents.

Response:

The consolidated financial statements
as of December 31, 2005, had been jointly audited by Goldstein Sabo Tevet and Brightman
Almagor & Co., a member firm of Deloitte Touche Tohmatsu, independent registered
public accounting firm. Further, the consolidated financial statements for each of the
years in the two-year period ended December 31, 2007, had been audited by Somekh Chaikin,
a member firm of KPMG International, independent registered public accounting firm.

Auditors report for the two year
period ended December 31, 2007 were filed in the Form 20-F as part of the financial
statements under Item 18. The Audit report for the year ended December 31, 2005 should
have been filed under Item 18 to the Form 20-F of 2007 filed on June 30, 2008 but was
unintentionally omitted. The omitted audit report will be filed immediately following
completion of the process of responding to the Staff’s comments.

Form 20-F for the Year
Ended December 31, 2008 Item 18 Consolidated Financial Statements. Consolidated statement of
cash flows, page F-8

2.
Please
tell us and in future filings please make disclosure about the nature of the
business reasons for the transfer of inventory to fixed assets.

Response:

        Certain
of the Company’s finished goods are systems used as demonstration systems, training
systems, and for product development in the Company’s laboratories (“internal
use”). These systems are identical to the systems that Camtek sells in its ordinary
course of business. In circumstances where the Company intends to utilize such systems
for its internal use, the Company transfers them from inventory to fixed assets. The
rationale for the transfer is that the Company does not have the intention to sell these
systems in the ordinary course of business but rather expects to use them for its
internal use over their expected useful lives. These systems are recorded as fixed assets
at cost and depreciated over their useful lives.

        In
future filings, the Company will disclose the nature of the business reasons for the
transfer of inventory to fixed assets.

Note 2 – Significant
Accounting Policies, Page F-9

G.
Inventories

3.
You
disclose that estimates of inventory impairment could vary significantly either
favorably or unfavorably. In light of your disclosure, please tell us and in
future fillings clarify how your policy for inventory impairment
considers the guidance from SAB Topic 5-BB. Under that guidance inventory
impairment charges are permanent reductions of inventory cost.

Response:

        In
accordance with SAB Topic 5-BB, the Company wrote-down inventory to the lower of cost or
market at the close of the fiscal period. This write-down created a new cost basis that
subsequently was not marked up based on changes in underlying facts and circumstances. In
future filings, the Company will modify its disclosures to more clearly demonstrate that
its policy complies with the guidance under SAB Topic 5-BB.

4.
As
a related matter, in future periods please disclose the impact on gross           margin
from sales of  previously impaired inventory in MD&A if           significant.

Response:

        In
future filings, the Company will disclose the impact on gross margin from sales of
previously impaired inventory in MD&A, if significant.

T.
Derivatives instruments

5.
You
disclose that the results of derivatives transactions related to foreign
          currencies are  included in financial expenses. In future filings please
          make a more comprehensive accounting  policy disclosure about
          derivatives. In that regard, clarify whether foreign exchange  derivatives
are mark – to – market. Also, clarify how you determine           fair value of
open contracts  at period end and disclose the level in the           fair value
hierarchy where that fair value falls.

Response:

        In
future filings, the Company will disclose and clarify the accounting policy about
derivatives transactions related to foreign currencies and will clarify that foreign
exchange derivative contracts are marked – to – market. The Company will expand
its disclosure to clarify that it determines fair value of open contracts at period end
and disclose the level in the fair value hierarchy where that fair value falls, if
applicable.

Note 5 –
Inventories, Page F-16

6.
We
note that you have classified $22 million of inventory as a long-term asset
because you do not expect to “convert or consume” this inventory in
2009. To assist us in understanding your accounting rationale, please respond
to the following:

—
Describe
the components of the inventory classified as long-term.

—
Describe
how you measured the portion classified as long-term.

—
Describe
the program you adopted to consume the long-term inventory referred to in your disclosure
and describe the significant assumptions on which your plan is based.

—
Tell
us the expected period of liquidation of the long-term inventory and the basis for your
expectations.

—
Tell
us how you considered the potential for technical obsolescence of the long-term inventory.
In that regard, we see a Risk Factor on page 10 indicating that technology in your
market rapidly evolves.

—
Tell
us how you determined that the long-term inventory is recoverable. That is, tell us, how
you have applied the rule of pricing inventories at lower of cost or market as that notion
is set forth in FASB ASC 330-10-35.

Response:

        Camtek’s
inventories consist of completed Automated Optical Inspection (“AOI”) systems,
partially completed AOI systems and components, all of which are recorded at the lower of
cost or market. Cost is determined by the moving average cost method basis.

        Camtek
produces its AOI systems in its manufacturing facilities in Israel and China. Since the
entire manufacturing process is done by Camtek, Camtek is required to purchase thousands
of components and maintains AOI systems both in process and as finished goods.

        Moreover,
Camtek’s customers often require that it deliver its products with short lead times.
In order to meet the customers’ timing needs, Camtek usually needs to pre-order
components and subsystems based on its forecasts of future orders, rather than on actual
orders. In order to compensate for unexpected delays, Camtek has had to predict its needs
farther into the future, which increases the risk that its predictions may not correspond
to its actual future needs.

        Inventory
that is not expected to be converted or consumed within the next twelve month period is
classified as non-current, based upon an analysis of market conditions such as sales
trends, sales forecast and other factors.

        At
December 31, 2008, due to the global economic recession and the decrease in demand for
capital equipment, inventory levels were relatively high.

—
As
of December 31, 2008, the long term inventory consisted mainly of raw materials for
production and components held for service. The items that were classified as long term
were checked for technological obsolescence (See bullet five below).

—
The
classification of inventory as non current inventory was done based on the Company’s
revenue forecast for 2009 and 2010 based on the data then available to it from its
marketing force and on its evaluation of future market demands, considering the then
global economic situation and the status of Camtek’s target markets. This
examination was based on the most reliable data available to Camtek at the time of the
examination, taking into consideration the significant uncertainty prevailing in the
markets at that time (actual results in the first half of 2009 support or exceed the
forecasted revenues). Accordingly. inventory which is expected to be consumed during the
next 12 months according to the above-mentioned forecast – was classified as
short-term inventory, whereas inventory expected to be consumed in the period following
the next 12 months was classified as long-term inventory, so long as management estimated
that it is utilizable, not exposed to technological changes or obsolescence, and would be
sold at a higher value than its book value.

—
Company’s
program to consume long-term inventory mentioned in note 5 to the financial statements,
Based on the assumptions mentioned above, consists of the following:

P
Consume
AOI finished goods and begin production only when required to satisfy the Company’s
future estimated demands, taking into account the production period, current level of
work force and lead time for delivery of missing components.

P
Reduce
of production to the minimum level.

P
Modify
older models in order to meet technological developments.

—
The
Company prepared a two year plan and a forecast with respect to the demand for its
products (see above under item 2 to this question). Based on this plan, the Company
estimated the inventory on hand (finish goods and partially completed), material on hand
required for production and material required to purchase. Based on this information,
Camtek’s management expects that most of the inventory classified as long-term
inventory will be consumed in 2010. Service components, which are less vulnerable to
technological changes, would be consumed over a longer period.

—
With
respect to the exposure of the long term inventory to technical obsolescence, the Company
examined the expected technological developments in the coming years for each of the
areas of activity and assessed its ability to sell its inventory within the timeframes
envisaged. In addition, the Company evaluated if, at the time of the examination, there
were, to the best of its knowledge, new known developments or new features in the market
launched or offered by competitors or producers of certain material components which
could cause items of equipment to become redundant or obsolete. In addition, the Company
identified those items of inventory which were exposed to technological changes based on
its prior experience and years of examination of obsolete stock. The Company performed
specific examinations based on the estimated remaining life of the technology under
current economic conditions and the Company’s ability to sell the inventory during
the expected useful life of such technology. According to this examination, the Company
recorded in 2008 inventory write offs as described in its consolidated financial
statements.

—
The
Company also reviewed its product selling prices under the market conditions and the
value of its inventory to ensure that it was recorded at the lower of cost or market
value. The Company concluded that, due to the high gross margin of its products, as
disclosed in Item 5 to its 20-F, the market value of its long term and short term
inventory as of December 31, 2008 was greater than its cost.

Note 13 –
Commitments and Contingencies , Page F-21

C.
Factoring of financial assets.

7.
You
disclosed that you account for the factored receivables under SFAS 140. In
          future filings please expand to describe how you account factored receivables.
          That is, describe how you apply SFAS 140 in your circumstances.

Response:

        In
future filings, the Company will expand the description of how the Company accounts for
factored receivables, and how it applies SFAS 140.

D.
Litigation

8.
We
note that as a result of a trial a jury awarded damages of $7 million in your
          case with Rudolph Technologies, Inc. We also see that there is no provision for
          losses in this matter because you believe that the plaintiff will not
ultimately           be successful. Please tell us how you considered the guidance from
FASB ACS           450-20- 25-1 through 450-20-25-5 in assessing the appropriate
accounting for           this matter. In that regard, Please explain why you believe
there is no probable           and reasonably estimable loss.

Response:

Management considered the guidance
of  FASB ACS 450-20- 25-1 through 450-20-25-5 in assessing the appropriate accounting
for this litigation and based on consultations with counsel believes that the probability
of an unfavorable outcome of this litigation after post trial motion and appeal process is
less than 50%.

There are a several factors
underlying the Company’s belief that the loss in this litigation is not probable:

—
This
was a complicated patent litigation decided by a jury and the Company believes the jury
did not fully understand the pertinent issues in depth; the Company’s believes,
based on the professional advice it has received, that the Company’s arguments will
be appreciated by the Court of Appeals for the Federal Circuit.

—
The
Company believes, based on consultations with counsel, that the court’s claim
construction and that jury instructions on invalidity by the District Court judge were in
error . As a result, the Company believes that the claim construction and the erroneous
jury instructions will be appealed and the Federal Circuit will likely reverse the
adverse outcome from the District Court.

—
In
accordance with Section 855-10-25, the Company considered the progress of the case up to
the date the financial statements were issued. As of the date of the filing the outcome
of the lawsuit at the District Court level was not certain. Although a jury verdict had
been rendered, no judgment had been entered by the District Court, and the Company’s
management had decided to aggressively pursue post trial motions, which could overturn
the verdict and/or reduce the damages awarded.

—
Management
of the Company has also decided to aggressively pursue an appeal in this case , if and to
the extent required, and believes that there are valid grounds upon which judgment in
this case could, more likely than not, be reversed.

—
The
Company’s arguments on appeal are directed to the core issues of non- infringement
by the Company’s products, invalidity of the plaintiff’s patent, the amount of
damages and the equitable right of the plaintiff to benefit from the patent.

Pursuant to the Staff’s
request, the Company acknowledges that:

—
The
Company is responsible for the adequacy and accuracy of the disclosure in the filings;

—
Staff
comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

—
The
Company may not assert the Staff’s comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

        Should
you have any further questions on the above, please do not hesitate to contact me at
972-4-6048308.

Sincerely,

/s/ Mira Rosenzweig
——————————————

Mira Rosenzweig
Chief Fina

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

       DIVISION OF
CORPORATION FINANCE      Mail Stop 3030

         A u g u s t  1 3 ,  2 0 0 9
  VIA U.S. MAIL and FACSIMILE: (972) (4) 604-8300

  Ms. Mira Rosenzweig Chief Financial Officer Camtek, Ltd. Ramat Gavriel Industrial Zone P.O. Box 544 Migdal Ha’Emek, Israel

Re: Camtek, Ltd.
 Forms 20-F for Fiscal Years Ended December 31, 2006, 2007 and 2008
Filed on June 29, 2007, June 30, 2008 and April 8, 2009
          File No. 000-30664
Dear Ms. Rosenzweig:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your future  filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Ms. Mira Rosenzweig
Camtek, Ltd.
August 13, 2009 Page 2    Form 20-F for the Year Ended December 31, 2006 and

Form 20-F for the Year Ended December 31, 2007
Item 18.  Consolidated Financial Statements
 1. Tell us where you have presented re-issued  audit reports from the predecessor
auditor in the referenced Fo rms 20-F.  As set forth in paragraphs 1 through 3 of
Item 8A of Form 20-F, the filing should present audit reports covering each of the
annual periods required to be presented in your document.
 Form 20-F for the Year Ended December 31, 2008

Item 18.  Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
 2. Please tell us about and in future filing pl ease make disclosure about the nature of
and business reasons for the transfer  of inventory to fixed assets.
 Note 2 – Significant Accounting Policies, page F-9

G.  Inventories

3. You disclose that estimates of invent ory impairment could vary significantly
either favorably or unfavorably.  In light of your disclosure, please tell us and in
future filings clarify how your policy fo r inventory impairment considers the
guidance from SAB Topic 5-BB.  Under that guidance inventory impairment
charges are permanent reductio ns of inventory cost.

4. As a related matter, in future periods pl ease disclose the impact on gross margin
from sales of previously impaired inventory in MD&A, if significant.
 T.  Derivative Instruments

 5. You disclose that the results of derivative transactions related to foreign currencies are included in financial expenses.  In future filings please make a more comprehensive accounting policy disc losure about derivatives.  In that
regard, clarify whether fore ign exchange derivatives are marked-to-market.  Also
clarify how you determine fair value of ope n contracts at period end and disclose
the level in the fair value hierarchy where that fair value falls.

Ms. Mira Rosenzweig
Camtek, Ltd.
August 13, 2009 Page 3   Note 5 - Inventories, page F-16

 6. We note that you have classified $22 milli on of inventory as a long-term asset
because you do not expect to “convert or consume” this inventory in 2009.  To assist us in understanding your accounting rationale, please respond to the following:

• Describe the components of the i nventory classified as long-term.
• Describe how you measured the po rtion classified as long-term.
• Describe the program you adopted to consume the long-term inventory referred to in your disclosure and de scribe the significant 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.
• Tell us how you considered the potentia l for technical ob solescence of the
long-term inventory.  In that regar d, we see a Risk Factor on page 10
indicating that tec hnology in your markets rapidly evolves.
• Tell us how you determined that the long-term inventory is recoverable.  That is, tell us how you have applied the rule of  pricing inventories at lower of cost
or market as that notion is set forth in FA SB ASC 330-10-35.
 Note 13- Commitments and Contingencies, page F-21

C.  Factoring of financial assets
 7. You disclose that you account for the factored receivables under SFAS 140.  In future filings please expand to describe how you account for factored receivables.
That is, describe how you apply SFAS 140 in your circumstances.
 D. Litigation

 8. We note that as a result of a trial a ju ry awarded damages of $7 million in your
case with Rudolph Technologies, Inc.  We also see that there is no provision for
losses in this matter because you believe that  the plaintiffs will not ultimately be
successful.  Please tell us how you cons idered the guidance from FASB ASC 450-
20-25-1 through 450-20-25-5 in assessing th e appropriate accounting for this
matter.  In that regard, please explai n why you believe there is no probable and
reasonably estimable loss.

*****

Ms. Mira Rosenzweig
Camtek, Ltd. August 13, 2009 Page 4
 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jong Hwang at (202) 551-3327 or me at (202) 551-3605 if you
have questions about these comments.  In this  regard, please do not hesitate to contact
Brian Cascio, Branch Chief, at ( 202) 551-3676 with any other questions.

 Sincerely,

Gary Todd Senior Review Accountant

Mail Stop 6010

 October 24, 2006

Mr. Rafi Amit, Chairman of the Board
   and Chief Executive Officer
Camtek Ltd.
Ramat Gavriel Industrial Zone
P.O. Box 544
Migdal Ha’Emek
Israel

Re: Camtek Ltd.
Form 20-F for the year ended December 31, 2005
File No. 0-30664

Dear Mr. Amit:

 We have completed our review of your Form 20-F and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

CORRESP
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      Correspondence

    September
      13, 2006

    VIA
      EDGAR AND BY FEDERAL EXPRESS

    Mr.
      Gary
      R. Todd

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:
      Camtek
      Ltd.

      Form 20-F for the fiscal year ended

      December 31, 2005

             Filed
      June 29, 2006

      File No. 0-30664

    Dear
      Mr.
      Todd:

    Reference
      is made to the letter dated August 18, 2006 (the “Comment
      Letter”),
      to
      Camtek Ltd. (the “Company”),
      setting forth the comments of the staff of the Division of Corporation Finance
      of the Securities and Exchange Commission (the “Staff”)
      regarding the above-referenced Form 20-F filed by the Company on June 29, 2006
      with the Securities and Exchange Commission (the “Commission”).

    Pursuant
      to the Staff’s request in the Comment Letter, the Company acknowledges
      that:

    ∙
The
      Company is responsible for the adequacy and accuracy of the disclosure in its
      filings;

    ∙ 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 comments as a defense in any proceeding initiated
      by the Commission or any person under the federal securities laws of the United
      States.

                    Sincerely,

                    /s/
      Ronit
      Dulberg

                    Ronit
      Dulberg

                    Chief
      Financial
      Officer

CORRESP
1
filename1.htm

      Correspondence

    KRAMER LEVIN NAFTALIS
      & FRANKEL LLP

                September
      13,
      2006

    VIA
      EDGAR AND BY FEDERAL EXPRESS

    Mr.
      Gary
      R. Todd

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:
 Camtek
      Ltd.

      Form 20-F for the fiscal year ended

      December 31, 2005

      Filed June 29, 2006

      File No. 0-30664

    Dear
      Mr.
      Todd:

    Reference
      is made to the letter dated August 18, 2006 (the “Comment
      Letter”)
      to Mr.
      Rafi Amit, Chairman of the Board and Chief Executive Officer of Camtek Ltd.
      (the
“Company”),
      setting forth the comments of the staff of the Division of Corporation Finance
      of the Securities and Exchange Commission (the “Staff”)
      regarding the above-referenced Form 20-F filed by the Company on June 29, 2006
      (the “Form
      20-F”)
      with
      the Securities and Exchange Commission (the “Commission”).

    This
      letter sets forth the Company’s responses to the Staff’s comments. For your
      convenience, the Staff’s comments contained in the Comment Letter have been
      restated below in their entirety, with the responses to each comment set forth
      immediately under the applicable comment. The numbered paragraphs in this letter
      correspond to the numbered paragraphs of the Comment Letter. We are also sending
      courtesy copies of this letter to you by Federal Express.

    Form
      20-F as of December 31, 2005

    Item
      5.   Operating
      and Financial Review and Prospects, page 22

    Liquidity
      and Capital Resources, page 26

            1.

              We
                see that you sold ordinary shares and warrants in April 2006. Tell
                us
                about the terms and conditions of those warrants, including but not
                limited to, registration provisions, liquidated damages clauses,
                non-cash
                exercise provisions and any circumstances
                that

            KRAMER
              LEVIN NAFTALIS & FRANKEL LLP

          Mr.
            Gary
            R. Todd

          September
            13, 2006

          Page
            2

      may
        lead to changes in the exercise price. Also describe how you have accounted
        for
        those warrants. In that regard, fully describe how you considered and applied
        the requirements of SFAS 133 and EITF 00-19 in evaluating whether those warrants
        are derivatives that should be accounted as assets or liabilities at fair
        value.

    On
      April
      26, 2006, the Company raised $15 million by issuing 2,525,252 ordinary shares
      at
      a price of $5.94 per share in a private placement to Israeli institutional
      investors. The private placement also included warrants that are exercisable
      into 1,262,626 ordinary shares at a price of $6.83 per share during a period
      of
      four years. The private placement was exempt from registration in the United
      States pursuant to the exemption from registration provided by Regulation S
      as a
      Category 1 transaction within the meaning of section 903(b)(ii)(a) of the SEC
      rules under the Securities Act of 1933. The warrants issued in April 2006 have
      been classified in equity for the following reasons:

    a.  There
      are
      no registration rights attached to the warrants or the underlying ordinary
      shares since the shares were not subject to resale limitations under Regulation
      S and could be resold in Israel on the Tel Aviv Stock Exchange under Rule 904.
      If the Israeli institutional investors exercise the warrants, the shares
      underlying these warrants would be exempt from registration under Regulation
      S,
      and in Israel the shares are automatically registered upon issuance of the
      warrants. Accordingly, there are no liquidated damages clauses attached to
      the
      shares or warrants since no registration was required.

    b.  There
      are
      no adjustments to be made to the exercise price of the warrants except for
      those
      which would fall within the category of equity restructuring as defined in
      the
      glossary of FASB 123R.

    c.  The
      warrants contain only customary terms and there are no provisions in the warrant
      certificate that violate any of the provisions prescribed in EITF 00-19
      paragraphs 12-32 that would preclude equity classification.

    Based
      on
      the above the Company believes that equity classification of the warrants is
      appropriate.

    Item
      8.   Financial
      Statements, page 42

            2.

              We
                see that the audited financial statements are incorporated by reference
                to
                a Form 6-K. The audited financial statements should also be included
                in
                the annual report on Form 20-F. Refer to Item 8A to Form 20-F. Please
                apply in future filings.

    In
      future
      filings, the Company will comply with the Staff’s request.

          KRAMER
            LEVIN NAFTALIS & FRANKEL LLP

        Mr.
          Gary
          R. Todd

        September
          13, 2006

        Page
          3

    Form
      6-K dated April 6, 2006

    Note
      9   Convertible
      Loan, page F-13

            3.

              We
                see that in August, 2005 you issued a convertible note. Please tell
                us how
                you evaluated and applied the provisions of SFAS 133 and EITF 00-19
                in
                concluding that the conversion feature was not a derivative that should be
                bifurcated and accounted for separately at fair value. Your response
                should fully describe the terms and provisions of the financing and
                explain how you considered those terms and provisions in reaching
                your
                conclusions about the requirements of
                literature.

    As
      described in Note 9 to the Company’s consolidated financial statements, on
      August 23, 2005, the Company raised $5 million pursuant to the issuance of
      notes
      evidencing a convertible loan from FIMI Opportunity Fund L.P and FIMI Israel
      Opportunity Fund, Limited Partnership (collectively, “FIMI”).
      The
      loan is payable in three equal annual payments starting at the third anniversary
      of the closing date. The loan bears annual interest of Libor + 2.1%. The
      interest is payable every three months. Conversion of the notes, in whole or
      in
      part, is optional at any given business day after the closing date. The
      conversion price is $5.50 per share, however, in the event that the average
      closing price of the Company's shares as reported on NASDAQ for the 60
      consecutive trading days immediately preceding the first and second anniversary
      of the loan agreement closing date is lower than the conversion price in effect
      on such date, the conversion price in effect on such date shall be reduced
      to
      the higher of the average closing price and $2.00.

    In
      addition, in the event that the Company (a) is acquired in its entirety or
      (b)
      is consolidated or merges with or into any third party in a transaction pursuant
      to which the Company’s shareholders immediately prior to such transaction do not
      hold at least 51% of the shares of the surviving entity immediately following
      such transaction, then if any such transaction is consummated prior to the
      third
      anniversary of the closing date, at an effective price per share, which, when
      multiplied by 70% (the "Exit Discounted PPS"), is lower than the conversion
      price in effect on such date, then the conversion price shall automatically
      be
      adjusted to equal the Exit Discounted PPS; provided, however, that if such
      Exit
      Discounted PPS is lower then $2.00, the Company may issue shares upon conversion
      of the notes on the basis of a conversion price of $2.00 and pay FIMI, upon
      such
      conversion, an additional amount equal to the difference between (i) the value
      of the shares that would have been issued had the conversion price been equal
      to
      the Exit Discounted PPS and (ii) the value of the shares that were issued on
      the
      basis of the $2.00 conversion price. If such exit transaction is consummated
      following the third anniversary of the closing date, the same mechanism would
      apply; provided, however, that the "70%" number set forth above would be
      replaced by "65%".

    In
      addition, at any time after the first anniversary of the closing date, the
      holders of the notes shall, subject to the provisions of a registration rights
      agreement, be entitled to request that

          KRAMER
            LEVIN NAFTALIS & FRANKEL LLP

        Mr.
          Gary
          R. Todd

        September
          13, 2006

        Page
          4

    the
      Company use its best efforts to effect a registration of the holders' securities
      under the Securities Act of 1933.

    The
      Company evaluated the provisions of SFAS 133 and EITF 00-19 as follows:

    a.  The
      Company examined the provisions of EITF 05-02. Based on the terms of the notes
      described above, the Company determined that the notes should not be considered
      a conventional convertible debt instrument. Based on the provisions of the
      notes, the Company identified two embedded derivatives to be evaluated for
      bifurcation.

            1.

              Conversion
                option (the "conversion
                option")
                that entitles the holders to convert the debt to equity. Settlement
                is
                only by physical delivery of the notes for shares and there is no
                event
                that could require the Company to pay cash to settle the conversion
                option. The conversion price of such option may be adjusted after
                the
                first and second anniversary to the higher of $2.00 or the average
                per
                share price over 60 consecutive trading immediately preceding the
                respective anniversaries. In no event will the exercise price be
                lower
                than $2.00.

            2.

              A
                merger or change in control ("exit")
                derivative for the conversion to shares at an exercise price that
                is 70%
                (or 65% if exit is consummated after the third anniversary) of the
                exit
                per share price. If 70% of the exit price is lower than $2.00, the
                Company
                can settle the derivative in shares based on $2.00 per share and
                a cash
                amount equal to the difference between the value of the shares issued
                using the conversion price of $2.00 and the number of shares that
                would
                have been issued had the conversion price been 70% of the exit price.

    The
      Company concluded that (1) the embedded derivative meets the conditions in
      paragraph 12 of FASB 133 and (2) that the embedded derivative meets the
      definition of a derivative in paragraph 6 of FASB 133.

    b.  As
      a next
      step the Company considered the scope exception in paragraph 11(a) of FASB
      133.
      The Company examined the terms of the embedded derivatives in accordance with
      EITF 00-19 including the provisions of paragraph 14-32 of that EITF (consistent
      with its conclusion that the convertible debt is not conventional), to determine
      whether the conversion option and the exit derivative were derivatives that
      require bifurcation as follows:

            KRAMER
              LEVIN NAFTALIS & FRANKEL LLP

          Mr.
            Gary
            R. Todd

          September
            13, 2006

          Page
            5

    Analysis
      for the conversion option

            1.

              "The
                contract permits the company to settle in unregistered shares.” (Par.
                14-18).

    Since
      the
      Company will register the shares only on the basis of "best efforts" without
      any
      specific time period or any penalties for failure to register the shares within
      a defined period, settlement is considered within the Company's control and
      equity classification is not precluded.

            2.

              “The
                company has sufficient authorized and unissued shares available to
                settle
                the contract after considering all other commitments that may require
                the
                issuance of stock during the maximum period the derivative contract
                could
                remain outstanding.” (Par.
                19).

    There
      are
      100,000,000 authorized shares and 28,000,000 issued and outstanding shares.
      The
      maximum amount of shares issuable under the conversion option is 2,500,000
      shares due to the $2.00 floor on the conversion price.

            3.

              “The
                contract contains an explicit limit on the number of shares to be
                delivered in a share settlement.” (Par.
                20-24).

    The
      total
      number of shares to be issued pursuant to the agreement is limited due to the
      minimum conversion price of $2.00.

            4.

              “There
                are no required cash payments to the counterparty in the event the
                company
                fails to make timely filings with the SEC.” (Par.
                25).

    As
      was
      described above, no such payments are required.

          KRAMER
            LEVIN NAFTALIS & FRANKEL LLP

        Mr.
          Gary
          R. Todd

        September
          13, 2006

        Page
          6

            5.

                “There
                  are no required cash payments to the counterparty if the shares
                  initially
                  delivered upon settlement are subsequently sold by the counterparty
                  and
                  the sales proceeds are insufficient to provide the counterparty
                  with full
                  return of the amount due (that is, there are no cash settled "top-off"
                  or
                  "make-whole" provisions).” (Par.
                  26).

    There
      are
      no such rights granted to the investors in the loan agreement.

            6.

              “The
                contract requires net-cash settlement only in specific circumstances
                in
                which holders of shares underlying the contract also would receive
                cash in
                exchange for their shares.” (Par. 27-
                28).

    There
      are
      no such provisions in the loan agreement.

            7.

              “There
                are no provisions in the contract that indicate that the counterparty
                has
                rights that rank higher than those of a shareholder of the stock
                underlying the contract.” (Par.
                29-31).

    There
      are
      no such provisions in the loan agreement.

            8.

              “There
                is no requirement in the contrac

Mail Stop 6010

August 18, 2006

Rafi Amit, Chairman of the Board and Chief Executive Officer
Camtek Ltd.
Ramat Gavriel Industrial Zone
P. O. Box 544
Migdal Ha'Emek
Israel

Via U S Mail and FAX  [011-972-4604-8300]

 Re: Camtek Ltd.
  Form 20-F for the fiscal year ended December 31, 2005
  File No.  0-30664

Dear Mr. Amit:

We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments in all future filings with the Commission.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Rafi Amit
Camtek Ltd
August 18, 2006
Page 2

Form 20-F as of December 31, 2005

Item 5.  Operating and Financial Review and Prospects, page 22

Liquidity and Capital Resources, page 26

1. We see that you sold ordinary shares and warrants in April 2006.  Tell us about the terms and conditions of those warrants, including but not limited to, registration provisions,
liquidated damages clauses, non-cash exercise  provisions and any circumstances that
may lead to changes in the exercise price. Also describe how you have accounted for those warrants.  In that regard, fully describe how you considered and applied the requirements of SFAS 133 and EITF 00-19 in evaluating whether those warrants are derivatives that should be accounted as assets or liabilities at fair value.

Item 8.  Financial Statements, page 42

2. We see that the audited financial statements are incorporated by reference to a Form 6-K. The audited financial statements should also be included in the annual report on Form 20-F.  Refer to Item 8A to Form 20-F.  Please apply in future filings.

Form 6-K dated April 6, 2006

Note 9  Convertible Loan, page F-13

3. We see that in August, 2005 you issued a convertible note.  Please tell us how you evaluated and applied the provisions of SFAS 133 and EITF 00-19 in concluding that the conversion feature was not a derivative that should be bifurcated and accounted for separately at fair value.  Your response should fully describe the terms and provisions of the financing and explain how you considered those terms and provisions in reaching your conclusions about the requirements of the literature.

 Mr. Rafi Amit
Camtek Ltd
August 18, 2006
Page 3

Note 11  Commitments and Contingent Liabilities, page F-15

c. Litigation

4. You disclose that the District Court in Jerusalem ruled against you in a patent infringement case.  You also indicate that the Supreme Court rejected your appeal and
that you are prevented from manufacturing an “illumination block.”  Please clarify the affect of these rulings on your ability to manufacture and sell the products incorporating the “illumination block;” and, clarify the basis for your conclusion that the court rulings will not have a material adverse impact on your results of operations, financial condition or liquidity.  Also, in light of the adverse rulings, please clarify the basis for your assertion that you have “good defenses” against the claims and clarify how you intend to proceed with your defense.  Tell us why you believe the accounting for and disclosure about this matter is appropriate under SFAS 5.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides the requested information.  Confirm that you will comply with these comments in all future filings with the Commission.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments and the requested information.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Rafi Amit

 Camtek Ltd
August 18, 2006
Page 4

 In connection with responding to our comments, please provide, in writing, a 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.

You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3605, if you have
questions regarding our comments.  In our absence you may contact Brian R. Cascio, Acc ounting
Branch Chief, at (202) 551-3676

Sincerely,

Gary R. Todd
        Reviewing Accountant

Copy to  Richard Gilden, Esq.
  Kramer Levin Naftalis & Frankel
  Facsimile   (212) 715-8085