Exhibit 99.2


[ECI Telecom Ltd. Letterhead]

                                               April 1, 2002





Dear Colin:





            It is my pleasure to offer you the position of a "Non-Executive
Director"on the Board of Directors of ECI Telecom Ltd, subject to the formal
approval of the arrangement (detailed below) by the Company's Internal Audit
Committee, its Board and its Shareholders, as required under Israeli corporate
law. This letter shall serve to confirm the terms of your service as a
Non-Executive Director. Should you accept this offer, your service will begin on
April 1, 2002.

            The term of your position is for a two year-period (subject to your
re-election by the Company's Shareholders at next year's Annual General
Meeting). It is expected that the Company's Board will meet formally on a
quarterly basis, as well as one day per month as needed. Additionally, your
duties will include your participation in committees of the Board, by agreement.
Additional services for the company will be remunerated at a rate to be agreed
between us.

            You will be entitled to an annual fee of $60,000, of which $50,000
is to be paid in twelve monthly installments commencing in April 2002, and of
which $10,000 is to be paid in the Company's ordinary shares to be issued on
signature date of this letter of engagement or as soon as practicable after
("Signature date") [based on the closing price of the ordinary shares on that
date, subject to applicable withholding tax]. The Company shall also grant you,
on the date of signature of this letter agreement, an option to purchase 40,000
of the Company's ordinary shares, under the ECI Telecom Ltd. Key Employee Share
Incentive Plan 1991, at an exercise price equal to their market value on the
date of the grant. The options will vest over a period of




two years, one-half on the first anniversary of April 1, 2002 and the balance on
the second anniversary, Of course, the Company will reimburse you for the
reasonable expenses you incur in the performance of your duties and to attend
meetings including business class flight expenses..




            The Company and you will enter into the Company's director
indemnification, confidential non-disclosure and non-compete agreements in the
form agreed between us.

            We look forward to working with you. Kindly sign below and return
this letter to me to indicate your agreement to the terms of this letter.


      Very truly yours,



      ECI Telecom Ltd


 /s/ David Ball
 ----------------------
By: David Ball, Chairman of the
Nominations Committee of the Board
of Directors






                                   ACCEPTANCE




            I accept this offer to serve as a Non-Executive Director on the
Board of Directors of ECI Telecom Ltd. I understand that the terms of my
appointment as a Director are subject to approval by the Company's Internal
Audit Committee, Board of Directors and Shareholders. I hereby confirm and
acknowledge that any ordinary shares in the Company that I acquire pursuant to
the terms of the letter as set forth above are being acquired solely for my
account and not as a nominee for any other party, or for investment, and that I
will not offer, sell or otherwise dispose of any such ordinary shares except
under circumstances that will not result in a violation of the U.S. Securities
Act of 1933, as amended, or any securities laws of any other jurisdiction.

Accepted:

/s/ Colin Green
---------------------
Colin Green



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