SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE TO

(Amendment No. 1)

____________________

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

____________________

ECI Telecom Ltd.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

____________________

Certain Rights to Acquire Options to Purchase Ordinary Shares, NIS 0.12 Nominal (Par) Value

(Title of Class of Securities)

____________________

268258100

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

____________________

Martin Ossad

ECI Telecom Ltd.

30 Hasivim Street

Petah Tikva 49133, Israel

(+972) 3-926-6555

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Ernest S. Wechsler, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

(212) 715-9100

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$4,425,516.00	$473.53

* Calculated solely for purposes of determining the filing fee. This amount assumes that rights to acquire options to purchase 565,200 ordinary shares of ECI Telecom Ltd., having an aggregate value of $4,425,516.00 based on the average of the reported bid and asked prices of the underlying ordinary shares on the Nasdaq National Market on September 22, 2006, will be exchanged pursuant to this offer. The amount of the filing fee, calculated in accordance with Rule 0-11 (b) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million dollars of the value of the transaction.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $473.53

Form or Registration No.: Schedule TO-I (SEC File No. 005-52743)

Filing party: ECI Telecom Ltd.

Date filed: September 26, 2006

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨third party tender offer subject to Rule 14d-1.

xissuer tender offer subject to Rule 13e-4.

¨going-private transaction subject to Rule 13e-3.

¨amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

Amendment No. 1 to Schedule TO

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Initial Schedule TO”) initially filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2006 by ECI Telecom Ltd., an Israeli company (“ECI”) (the Initial Schedule TO, together with this Amendment No. 1, is collectively referred to as the “Schedule TO”). This Amendment No. 1 relates to the offer by ECI to exchange (i) its ordinary shares, NIS 0.12 nominal (par) value per ordinary share (the “ordinary shares”), to be granted as “restricted stock” under the terms of the 2005 Sub-Plan (United States) of its Employee Restricted Share Incentive Plan 2005 for (ii) certain outstanding rights to be issued options (the “option rights”) to purchase ordinary shares under the 2002 Sub-Plan (United States) of ECI’s Employee Share Incentive Plan 2002. The exchange offer is being made solely to non-management employees of ECI Telecom DND, Inc., a Delaware corporation formerly known as Laurel Networks, Inc. (“ECI-DND”), who were granted option rights at the time of ECI’s acquisition of ECI-DND, on the terms and conditions specified in the Offer to Exchange dated September 26, 2006 (the “Offer to Exchange”), a copy of which is attached to the Initial Schedule TO as Exhibit (a)(1)(A), and the related Form of Letter of Transmittal, a copy of which is attached to this Amendment No. 1 as Exhibit (a)(1)(B) (which, together with the Offer to Exchange, constitutes the “Offer”).

The information set forth in the Offer to Exchange, including all schedules and annexes thereto, is hereby incorporated by reference in response to items 1 through 11 of this Schedule TO, and is supplemented by the information specifically provided herein

Item 4.Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:

The final sentence of “The Offer — Section 6. Conditions of the Offer” is hereby deleted in its entirety and replaced with the following:

“You may challenge any determination we make concerning the events described in this Section 6, and only a court of competent jurisdiction will be able to make a determination concerning such matters that will be final and binding upon all persons.”

Item  10.             Financial Statements.

In addition to the information set forth in the Offer to Exchange, ECI has provided to each holder of option rights a copy of ECI’s financial statements included in the following documents filed by ECI with the SEC:

(a)   Report of Foreign Issuer on Form 6-K for the month of March, 2006, filed on March 20, 2006, containing ECI’s financial statements for the fiscal year ended December 31, 2005;

(b)   Report of Foreign Issuer on Form 6-K filed on May 11, 2006, containing ECI’s financial results for the interim period ended March 31, 2006; and

(c)   Exhibit 4 to Report of Foreign Issuer on Form 6-K for the month of August, 2006, filed on August 18, 2006, containing ECI’s unaudited interim consolidated financial statements for the interim period ended June 30, 2006.

Item 11.Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The final sentence of the second full paragraph of “The Offer — Section 16. Additional Information” is hereby deleted in its entirety and replaced with the following:

“These filings, our other annual reports, and our other SEC filings may be examined, and copies may be obtained, at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.”

Item 12.Exhibits.

(a)(1)(B)Form of Letter of Transmittal.

(a)(1)(J)Form of Notice to Eligible Option Holders (re: supplemental exchange offer materials).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

ECI TELECOM LTD.

By: /s/ Martin Ossad

Name:Martin Ossad

Title:   Corporate Vice President and

            General Counsel

Date: October 11, 2006

Index to Exhibits

Exhibit Number	Description
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(J)	Form of Notice to Eligible Option Holders (re: supplemental exchange offer materials).

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO TENDER CERTAIN OPTION RIGHTS

FOR RESTRICTED STOCK

PURSUANT TO THE OFFER TO EXCHANGE DATED SEPTEMBER 26, 2006

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT

5:00 P.M., PITTSBURGH TIME, ON TUESDAY, OCTOBER 24, 2006,

UNLESS THE OFFER IS EXTENDED.

To: Jagdish Chugani

     ECI Telecom DND, Inc.

     Omega Corporate Center

     1300 Omega Drive

     Pittsburgh, PA 15205

     Telephone: (412) 809-4307

     Facsimile: (412) 809-4324

     E-mail: jagdish.chugani@ecitele.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS

OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE

TO A NUMBER OTHER THAN AS SET FORTH ABOVE

WILL NOT CONSTITUTE A VALID DELIVERY.

Pursuant to the terms and subject to the conditions of the Offer to Exchange, dated September 26, 2006, and this Letter of Transmittal, I hereby tender the following number of outstanding rights to be issued options (the “option rights”) to purchase ordinary shares of ECI Telecom Ltd. (“ECI”) under ECI’s 2002 Sub-Plan (United States) of its 2002 Employee Share Incentive Plan (the “option plan”), which constitute all of the option rights I hold:

Number of option rights being tendered:   _________________

To ECI Telecom Ltd.:

Upon the terms and subject to the conditions set forth in the Offer to Exchange, dated September 26, 2006 (the “offer to exchange”), my receipt of which I hereby acknowledge, and in this Letter of Transmittal (this “letter” which, together with the offer to exchange, as they may be amended from time to time, constitutes the “offer”), I, the undersigned, hereby tender to ECI all option rights I own pursuant to an offer letter of employment sent to me at or immediately prior to ECI’s acquisition of ECI Telecom DND, Inc. (“ECI-DND”), formerly known as Laurel Networks, Inc., in exchange for shares of restricted stock, nominal (par) value NIS 0.12 per share. All capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the offer to exchange.

 I understand that all shares of restricted stock will be issued under ECI’s 2005 Sub-Plan (United States) of its Employee Restricted Share Incentive Plan 2005 (the “restricted stock plan”). Subject to the terms and conditions of the offer, I will receive a number of shares of restricted stock equal to .45 multiplied by the total number of ordinary shares subject to my tendered option rights.

 Subject to, and effective upon, ECI’s acceptance for exchange of the option rights tendered herewith in accordance with the terms and subject to the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, ECI all right, title and interest in and to all of my option rights, and I hereby agree that I shall have no further right or entitlement to purchase any ordinary shares of ECI under the tendered option rights that are accepted by ECI for cancellation or to have any other rights or entitlements under those cancelled option rights. I acknowledge that ECI has advised me to consult with my own advisors as to the consequences of participating or not participating in the offer.

 I hereby represent and warrant that I have full power and authority to tender the option rights tendered hereby and that, when and to the extent such option rights are accepted for exchange by ECI, such option rights will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, other than pursuant to the applicable offer letter of employment, and such option rights will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by ECI to be necessary or desirable to complete the exchange of the option rights I am tendering hereby.

 All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable.

 By execution hereof, I understand that tenders of option rights pursuant to the procedure described in Section 3 of the offer to exchange and in the instructions to this letter will constitute my acceptance of the terms and conditions of the offer. ECI’s acceptance for exchange of option rights tendered pursuant to the offer will constitute a binding agreement between ECI and me upon the terms and subject to the conditions of the offer.

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The name and social security number of the registered holder of the option rights tendered hereby appear below exactly as they appear on the offer letter of employment with respect to such option rights. Subject to the terms and conditions of the offer, I understand that I am not required to tender my option rights in the offer. I also understand that all of such option rights properly tendered prior to the “expiration date” (as defined in the following sentence) and not properly withdrawn will be exchanged for restricted stock, upon the terms and subject to the conditions of the offer, including the conditions described in Sections 1 and 6 of the offer to exchange. The term “expiration date” means 5:00 P.M. Pittsburgh time on Tuesday, October 24, 2006, unless and until ECI, in its discretion, has extended the period of time during which the offer will remain open, in which event the term “expiration date” refers to the latest time and date at which the offer, as so extended, expires.

 I recognize that, under certain circumstances set forth in the offer to exchange, ECI may terminate or amend the offer and postpone its acceptance and cancellation of any option rights tendered for exchange. In the event that the offer is terminated, I understand that the option rights delivered herewith but not accepted for exchange will be returned to me at the address indicated below.

The offer is not being made to (nor will tenders of option rightsbe accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the offer would not be in compliance with the laws of such jurisdiction.

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)

2

I have read, understand and agree to all of the terms and conditions of the offer.

ECI does not view your certification that you have read the terms of the offer as a waiver of liability and ECI shall not assert that such certification by you constitutes a waiver of liability.

HOLDER PLEASE SIGN HERE

(See Instructions 1 and 2)

You must complete and sign the following exactly as your name appears on the offer letter of employment with respect to the option rights you are tendering.

 ________________________________________________________________________________________________________________

SIGNATURE OF OWNER

X ___________________________________________________________________________________________________________________

(Signature of Holder)

Date: ____________ ____, 2006

Name:_________________________________________________________________________________________________________________

(Please Print)

Address:_______________________________________________________________________________________________________________

(Please include ZIP code)

Telephone No. (with area code): _________________________________________________________________ 

Social Security No.:___________________________________________________________________________

 ______________________________________________________________________________________________

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.Delivery of Letter of Transmittal. A properly completed and duly executed original of this letter (or a facsimile thereof), and any other documents required by this Letter, must be received by ECI at its address or at its facsimile number or email address set forth on the front cover of this letter on or before the expiration date.

The method by which you deliver any required documents is at your option and risk, and the delivery will be deemed made only when actually received by ECI. We will only accept delivery of the required documents with a manually signed copy, such as paper delivery, facsimile, or emailing a scanned copy. If delivery is by mail, we recommend that you use registered mail with return receipt requested and properly insure your package. In all cases, you should allow sufficient time to ensure timely delivery.

ECI will not accept any alternative, conditional or contingent tenders. All tendering option holders, by execution of this letter (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender, except as provided for in the offer to exchange.

 2.Requests for Assistance or Additional Copies. Any questions or requests for assistance, as well as requests for additional copies of the offer to exchange or this letter may be directed to Jagdish Chugani, at the address and telephone number given on the front cover of this letter. Copies will be furnished promptly at ECI’s expense.

Important: this letter (or a facsimile or scanned copy hereof) together with all other required documents must be received by ECI, on or prior to the expiration date.

3.Important Tax Information. You should refer to Section 13 of the offer to exchange, which contains important tax information.

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EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Dear ECI Employee:

On or about September 26, 2006, we announced the offer by ECI Telecom Ltd. (“ECI” or the “Company”) to exchange (the “Offer”) (i) certain outstanding rights to be issued options (the “option rights”) to purchase ordinary shares of the Company (“ordinary shares”) under the 2002 Sub-Plan (United States) under the Company’s Employee Share Incentive Plan 2002 (the “option plan”) for (ii) ordinary shares to be granted as “restricted stock” under the terms of the 2005 Sub-Plan (United States) under the Company’s Employee Restricted Share Incentive Plan 2005. In connection with the Offer, we are providing to you herewith:

(1)a revised letter of transmittal; and

(2)the following documents filed by ECI with the Securities and Exchange Commission:

(a)   Report of Foreign Issuer on Form 6-K for the month of March, 2006, filed on March 20, 2006, containing ECI’s financial statements for the fiscal year ended December 31, 2005;

(b)   Report of Foreign Issuer on Form 6-K filed on May 11, 2006, containing ECI’s financial results for the interim period ended March 31, 2006; and

(c)   Exhibit 4 to Report of Foreign Issuer on Form 6-K for the month of August, 2006, filed on August 18, 2006, containing ECI’s unaudited interim consolidated financial statements for the interim period ended June 30, 2006.

The Company’s board of directors makes no recommendation as to whether you should tender or refrain from tendering your option rights in the Offer. You must make your own decision regarding whether or not to tender your option rights.

The Offer is being made under the terms and subject to the conditions of the offer to exchange previously provided to you and the related letter of transmittal enclosed with this letter. You should carefully read the entire offer to exchange and the letter of transmittal before you decide whether or not to tender your option rights. A tender of option rights involves risks which are discussed in the offer to exchange.

To tender option rights, you must properly complete and return to us the enclosed letter of transmittal and any other documents specified in the letter of transmittal by the expiration date of the Offer. Please do not use the letter of transmittal which was previously provided to you to tender your option rights.

If you have any questions about the Offer, please call Jagdish Chugani (Director, Human Resources) at (412) 809-4307.

We thank you for your continued efforts on behalf of the Company.

Sincerely,

ECI Telecom Ltd.

Enclosures