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<SEC-DOCUMENT>0000912057-00-054635.txt : 20001225
<SEC-HEADER>0000912057-00-054635.hdr.sgml : 20001225
ACCESSION NUMBER:		0000912057-00-054635
CONFORMED SUBMISSION TYPE:	F-3/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NUR MACROPRINTERS LTD
		CENTRAL INDEX KEY:			0000946394
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTING TRADES MACHINERY & EQUIPMENT [3555]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-3/A
		SEC ACT:		
		SEC FILE NUMBER:	333-47842
		FILM NUMBER:		795182

	BUSINESS ADDRESS:	
		STREET 1:		5 DAVID NAVON STREET
		STREET 2:		MOSHAV MAGSHIMIM
		CITY:			PETAH-TIKVA ISRAEL
		STATE:			L3
		BUSINESS PHONE:		01197239087676

	MAIL ADDRESS:	
		STREET 1:		P O BOX 8440
		STREET 2:		MOSHAV MAGSHIMIM
		CITY:			ISRAEL
		STATE:			L3

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUR ADVANCED TECHNOLOGIES LTD
		DATE OF NAME CHANGE:	19950607
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-3/A
<SEQUENCE>1
<FILENAME>a2032565zf-3a.txt
<DESCRIPTION>F-3/A
<TEXT>

<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000

                                                     REGISTRATION NO. 333-47842
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                 AMENDMENT NO. 1

                                        TO

                                    FORM F-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                             NUR MACROPRINTERS LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------

                   ISRAEL                                 NOT APPLICABLE
       (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                             ----------------------

                              5 DAVID NAVON STREET
                             MOSHAV MAGSHIMIM 56910
                                     ISRAEL
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             ----------------------

                              CT CORPORATION SYSTEM
                                  1633 BROADWAY
                            NEW YORK, NEW YORK 10019
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (212) 246-5070
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                             RUBI FINKELSTEIN, ESQ.
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                   (212) 506-5000 (PHONE) (212) 506-5151 (FAX)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
     If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
     If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: |X|
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|




    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE>


PROSPECTUS


                                    1,452,301

                             NUR MACROPRINTERS LTD.

                                 ORDINARY SHARES


                                -----------------

         The selling security holders identified in this prospectus are offering
up to 1,452,301 of our ordinary shares. Our ordinary shares are traded on the
Nasdaq National Market under the symbol "NURM." The last reported sale price for
our ordinary shares on the Nasdaq National Market on December 20, 2000 was
$10.0625 per share.

         We will not receive any proceeds from the sale of ordinary shares by
the selling security holders. We are not offering any ordinary shares for sale
under this prospectus. See "Selling Security Holders" beginning on page 13 for a
list of the selling security holders. See "Plan of Distribution" beginning on
page 16 for a description of how the ordinary shares can be sold.

                                -----------------

         INVESTING IN OUR ORDINARY SHARES INCLUDES RISKS. FOR MORE INFORMATION,
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 7.

                                -----------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                -----------------


                The date of this prospectus is December 22, 2000

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

Available Information..........................................................2
Incorporated Documents.........................................................3
The Company....................................................................4
Risk Factors...................................................................7
Special Note Regarding Forward-Looking Statements.............................12
Use of Proceeds...............................................................12
Selling Security Holders......................................................13
Plan of Distribution..........................................................16
Legal Matters.................................................................17
Experts.......................................................................17
SEC Position on Indemnification for Securities Act Liabilities................18

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The ordinary shares are not
being offered in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate
after the date of such document.


                              AVAILABLE INFORMATION

         We are subject to the information reporting requirements of the
Securities and Exchange Act of 1934 as a foreign private issuer as defined in
Rule 3b-4 of the Exchange Act. In accordance with these reporting requirements,
we will file reports and other information with the Securities and Exchange
Commission. Such reports and other information can be inspected and copied at
the Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, IL 60661-2511 and 7 World Trade Center, 13th Floor, New
York, NY 10048, at prescribed rates. The Commission also maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants, such as ourselves, that file electronically with the
Commission. The address of such web site is HTTP://WWW.SEC.GOV. You may also
obtain information from the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, our ordinary shares are quoted on the Nasdaq
National Market System, so our reports and other information can be inspected at
the offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.


         We intend to furnish our security holders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants prior to each of our annual meetings.


                                       2
<PAGE>

                             INCORPORATED DOCUMENTS

         The Securities and Exchange Commission allows us to "incorporate by
reference" information into this prospectus. This means that we can disclose
important information to you by referring you to another document filed by us
with the Commission. Information incorporated by reference is deemed to be part
of this prospectus, except for any information superseded by this prospectus.

         The following documents are incorporated herein by reference:

         (a)      Our Annual Report on Form 20-F for the fiscal year ended
                  December 31, 1999 as filed with the Commission on May 4, 2000;

         (b)      Our Current Reports on Form 6-K and 6-K/A filed with the
                  Commission on May 12, 2000, May 18, 2000, May 22, 2000, July
                  6, 2000, July 7, 2000, August 9, 2000, September 11, 2000,
                  October 12, 2000, October 23, 2000 and November 9, 2000; and

         (c)      The description of our ordinary shares contained in the
                  registration statements under the Exchange Act on Form 8-A as
                  filed with the Commission on July 25, 1995 and September 15,
                  1995, and including any subsequent amendment or report filed
                  for the purpose of updating such description.

         In addition, all documents we have filed or subsequently file under
Sections 13(a), 13(c) and 15(d) of the Exchange Act, before the termination of
this offering, are incorporated by reference.

         We will provide without charge to any person (including any beneficial
owner) to whom this prospectus has been delivered, upon the oral or written
request of such person a copy of any document incorporated by reference in the
registration statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the registration statement incorporates), of
which this prospectus forms a part. Such requests should be directed to Hilel
Kremer, Chief Financial Officer, NUR Macroprinters Ltd., P.O. Box 8440, Moshav
Magshimim 56910, Israel. Our telephone number at that location is
972-3-908-7676. Our corporate web site address is http:/www.nur.com. The
information on our web site is not intended to be a part of this prospectus.


                                       3
<PAGE>

                                   THE COMPANY

INTRODUCTION

         NUR Macroprinters Ltd. is a leading supplier of wide and super wide
format digital printing systems worldwide. We develop, manufacture, sell and
service digital color printers for the printing of large images such as
billboards, posters and banners. We also supply our customers with inks and
solvents for use with our printers and print substrates for use with all brands
of wide format digital printers.

         In July 2000, we acquired substantially all assets and specified
liabilities of Salsa Digital, Ltd. and related entities, previously one of our
competitors in the digital printing market. In 1999, 1998 and 1997, the business
we acquired from Salsa Digital had revenues of $33 million, $25 million and $13
million, compared with our revenues during the same periods of $61 million, $36
million and $22 million.

         Our shares are listed on the Nasdaq National Market under the symbol
NURM. There is no non-United States trading market for our shares.

OUR PRODUCTS

         Our printers allow customers to print large color images on demand,
generally in substantially less time, with less labor and at a lower cost than
traditional methods of printing.

         SUPER WIDE FORMAT PRINTERS

         Our NUR Blueboard(TM) printer is a second generation super wide format
printer which we introduced in early 1997. The NUR Blueboard printer can print
in variable widths from 0.9 to 5 meters (approximately 3 to 16.4 feet). The NUR
Blueboard printer is based on our continuous ink-jet digital printing technology
and is designed to improve quality and ease of use.

         In April 1998, we introduced a faster version of the NUR Blueboard
printer, the NUR Blueboard 2(TM), in response to demand from our customers for
increased productivity. In February 1999, we introduced the NUR Blueboard
HiQ(TM) and in April 2000 we introduced the NUR Blueboard HiQ+(TM), which
produce higher quality prints with higher resolution than the previous NUR
Blueboard printers.

         Our NUR Salsa 5000(TM) can print on widths of up to 5 meters wide
(approximately 16.4 feet). The NUR Salsa 5000 is based on piezo drop-on-demand
technology with eight-color, 600 dpi printing capability. The NUR Salsa 5000(TM)
is designed to deliver photo realistic prints especially suited for super wide
print jobs that require up-close viewing, such as indoor event graphics.

         WIDE FORMAT PRINTERS

         In January 2000, we started selling the NUR Fresco(TM), a new printing
system that is a


                                       4
<PAGE>

digital complement to wide format screen printers in the market for short and
medium-run jobs. The NUR Fresco is a high-quality digital production press,
bringing a combination of speed and productivity to the wide format market. The
NUR Fresco printer is based on our continuous drop-on-demand digital printing
technology.

         Our NUR Salsa(TM) series includes a range of cost-effective wide
format, photorealistic digital printers designed for short runs in widths from
1.5 to 3.2 meters (5 to 10 feet). The NUR Salsa series is based on piezo
drop-on-demand technology and has eight-color, 600 dpi printing capability. With
speeds up to 40 square meters (410 square feet) per hour for commercial output,
the NUR Salsa series makes both one-offs and short-run jobs profitable. This
series of printers uses low-cost consumables and prints on a wide selection of
substrates, ensuring low operating costs.

         CONSUMABLES

         The ink we sell to our customers for use with our NUR Blueboard, NUR
Fresco and NUR Salsa printers is resistant to water and ultraviolet rays and is
well suited for indoor and outdoor use without lamination. The substrates we
sell to our customers are also suitable for indoor and outdoor use and are made
of vinyl, PVC and various textiles.

OUR CUSTOMERS

         We sell our printers and related products primarily to commercial
printers, design and service firms, screen printers and outdoor media companies.
Our customers use our products to print large images such as billboards, posters
and banners; point of purchase, exhibition and trade show displays; and
decorations and backdrops for construction scaffolding covers, showrooms,
television and film studios, museums and exhibits. Our printers are installed in
over 400 sites throughout Europe, North and South America, Africa and Asia.

OUR STRATEGY

         Our strategy is to:

         o        strengthen our position as a world leader in the super wide
                  format printing market by supplying the most productive and
                  cost-effective super wide format digital printers and total
                  digitally-based printing solutions for the out-of-home
                  advertising market;

         o        replace a significant portion of existing large format screen
                  printers with our large format digital ink jet printers;

         o        be our customers' vendor of choice for all of their ink and
                  most of their substrate needs;

         o        enable our customers to develop new ways to profit from our
                  printing systems; and


                                       5
<PAGE>

         o        provide our customers with highly responsive and capable
                  support, service and supplies.

         Where you can obtain additional information:

                   Mailing Address                   Executive Office
                   ---------------                   ----------------
                    P.O. Box 8440                  5 David Navon Street
               Moshav Magshimim 56910             Moshav Magshimim 56910
                       Israel                             Israel

                Phone: 972-3-908-7676          Website: http://www.nur.com
                                                        ------------------

         The information on our web site is not intended to be a part of this
prospectus.


                                       6
<PAGE>

                                  RISK FACTORS

         In this section we highlight some of the risks associated with our
business and operations. Investing in our shares is very risky. You should be
able to bear a complete loss of your investment. To understand the level of
risk, you should carefully consider the following risk factors, as well as the
other information found in this prospectus, when evaluating an investment in the
ordinary shares.

         WE DEPEND ON A FEW KEY PRODUCTS IN A BUSINESS SUBJECT TO RAPID
TECHNOLOGICAL CHANGE. We are highly dependent upon the sale of our principal
products, the NUR Blueboard printers, the NUR Fresco printer and the NUR Salsa
printers. Rapid changes in technology, customer preferences and evolving
industry standards increasingly characterize the market for our printers. Our
growth and future financial performance will depend upon our ability to update
our current products and develop and market new products to keep pace with
technological advances in the industry. During 1998, 1999, and the first six
months of 2000, we invested approximately $5.0 million, $5.5 million, and $4.1
million, respectively, in research and development projects of which, in 1998,
$1.95 million was related to the acquisition of technology that caused a
one-time write-off assigned to research and development. For the same respective
periods, Salsa Digital invested approximately $0.7 million, $1.8 million and
$0.9 million. Our business could seriously suffer if we fail to anticipate or
respond adequately to changes in technology and customer preferences, or if our
products are delayed in their development or introduction. We cannot assure you
that we will successfully develop any new products. If our competitors introduce
new products the sales of our existing products and our financial results could
be harmed.

         WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE AND INTEGRATE RECENTLY
ACQUIRED ASSETS FROM SALSA DIGITAL, LTD., WHICH COULD INTERRUPT OUR BUSINESS OR
HARM OUR FINANCIAL RESULTS. We acquired substantially all assets and related
liabilities of Salsa Digital, Ltd. in July 2000. We could have difficulty in
assimilating the acquired business or technologies into our operations. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our financial results.

         WE NEED MORE MONEY TO IMPLEMENT OUR PLANS FOR EXPANSION AND CURRENTLY
HAVE NO COMMITMENTS FOR ADDITIONAL FINANCING. We believe our revenue from
operations, capital resources and credit facilities will be enough to fund our
business through December 2001 without continuing our planned expansion. We will
need additional funds before July 2001 if we continue with our expansion plans.
We plan to raise funds through public or private financing of debt or equity. If
we are unable to do so, we will have to reduce or eliminate expenditures that
could ultimately hurt our financial results, such as research and development or
production and marketing of our products. The amount of money we will need
depends on numerous factors, including the success of our marketing and customer
service efforts, our research and development activities and the demand for our
products and services. We currently have no commitments for additional
financing. We cannot guarantee that additional financing will be available or
that, if available, will be obtained on terms we find favorable.

         OUR NEW PRODUCT, THE NUR FRESCO, HAS NOT BEEN WIDELY ACCEPTED IN ITS
INTENDED MARKET. In January 2000, we started selling the NUR Fresco, a digital
printing system. The


                                       7
<PAGE>

NUR Fresco is designed for short and medium-run jobs in the wide format market.
This market is currently dominated by traditional screen printers. Much of our
success with the NUR Fresco depends upon our ability to sell the NUR Fresco as a
replacement for traditional screen printers in this market. We may not be
successful in our efforts.

         WE DEPEND ON SINGLE SUPPLIERS FOR INK AND INK-JETS PRINTHEADS USED WITH
OUR PRINTERS. We currently purchase all of the ink and ink-jets used in our NUR
Blueboard printers from one supplier, Imaje, a French manufacturer of
ink-related products. We also purchase all of our ink-jet printheads used in the
NUR Fresco and the NUR Salsa printers from single suppliers. We have been able
to obtain adequate supplies of ink and ink-jets in the past, although our
suppliers have occasionally delivered the supplies late. If these sole suppliers
experience any problem that results in production delays, our sales to new
customers and existing customers that rely on our ink and/or ink-jet components
to operate their printers could be hurt. Because the success of our business
depends on the sale of our printers, such a supply problem could have a severe
effect on our financial results. Also, if Imaje reduces or changes the credit or
payment terms it extends to us, our business could be harmed.

         WE RELY ON SUBCONTRACTORS TO HELP US MANUFACTURE OUR PRODUCTS. We
employ a limited number of unaffiliated subcontractors to manufacture components
for our printers. The assembly of our NUR Blueboard and NUR Fresco printers is
currently conducted by a 50% owned subsidiary. Components for our NUR Salsa
printers are also manufactured by a sole unaffiliated subcontractor. Our
subcontractors have, in the past, been late in delivering components. We have,
however, been able to obtain adequate supplies of the components and raw
materials necessary to produce our printers and we have not had any serious
problems with our subcontractors. Because we rely on subcontractors, we cannot
be sure that we will be able to maintain an adequate supply of components.
Moreover, we cannot be sure that any of the components we purchase will satisfy
our quality standards and be delivered on time. Our business could suffer if we
fail to maintain our relationships with our subcontractors or fail to develop
alternative sources for our printer components. Also, as our business grows, we
will need to purchase greater quantities of components on a timely basis, and
any delay in supply could hurt our sales. We cannot guarantee that we will
develop alternative sources of production for our products.

         THE MARKET FOR OUR PRINTERS AND OUR BUSINESS ARE VERY COMPETITIVE. The
printing equipment industry is extremely competitive and many of our competitors
have greater management, financial, technical, manufacturing, marketing, sales,
distribution and other resources than we do. We compete against several
companies that market digital printing systems based on electrostatic,
drop-on-demand inkjet, airbrush and other technologies. Some of our principal
competitors in this market include Vutek, Scitex 3M Image Graphics and Raster
Graphics Inc. Our ability to compete depends on factors both within and outside
of our control, including the performance and acceptance of our current printers
and any products we develop in the future. We also face competition from
existing conventional wide-format and super-wide format printing methods,
including hand painting, screen printing and offset printing. Our competitors
could develop new products, with existing or new technology, that could be more
competitive in our market than our printers. We can not assure you that we can
compete effectively with any such products.


                                       8
<PAGE>

         WE FACE STRONG COMPETITION IN THE MARKET FOR PRINTING SUPPLIES. We also
compete with independent manufacturers in the market for printer supplies, in
particular, the inks we supply. In 1998, 1999 and the first six months of 2000,
ink sales accounted for 23.6%, 23.13% and 18.6 % of our total sales,
respectively. We cannot guarantee that we will be able to remain the exclusive
or even principal ink manufacturer for our printers. We recently entered the
substrate business, which is also highly competitive and characterized by a
large number of suppliers worldwide. We are developing substrates through
subcontractors that we believe have a high added-value when used with our
printers. We can not assure you that we will be able to compete effectively or
achieve significant revenues in the substrate business.

         WE DEPEND ON EREZ SHACHAR, OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
SINCE 1997, AND OTHER KEY EMPLOYEES. Our success depends to a significant extent
upon the contributions of key personnel and our senior executives, especially
Erez Shachar, our President and Chief Executive Officer. Our business could
seriously suffer if one or more of our key personnel or senior executives were
to leave our company. In addition, we do not have, and do not contemplate
getting, "key-man" life insurance for any of our key employees. Our future
success will also depend in part on our continuing ability to retain our key
personnel and senior executives and to attract other highly qualified employees.
We cannot assure our continued success in attracting or retaining highly
qualified personnel.

         WE RELY ON TRADE SECRETS, PATENTS AND PROPRIETARY RIGHTS. We rely on a
combination of trade secrets, licenses, patents and non-disclosure and
confidentiality agreements to establish and protect our proprietary rights in
our products. We cannot guarantee that our existing patents or any future
patents will not be challenged, invalidated, or circumvented, or that our
competitors will not independently develop or patent technologies that are
substantially equivalent or superior to our technology. We cannot be sure that
we will receive further patent protection in Israel, the United States, or
elsewhere, for existing or new products or applications. Even if we do secure
further patent protection, we cannot guarantee it will be effective. Also,
although we take precautionary measures to protect our trade secrets, we cannot
guarantee that others will not acquire equivalent trade secrets or steal our
exclusive technology. For example, in some countries, meaningful patent
protection is not available. We are not aware of any infringement claims against
us involving our proprietary rights. Third parties may assert infringement
claims against us in the future, and the cost of responding to such assertions,
regardless of their validity, could be significant. In addition, such claims
could be found to be valid and result in large judgments against us. Even if
such claims are not valid, the cost could be substantial to protect our patent
rights.

         INTERNATIONAL REGULATORY REQUIREMENTS, POLITICAL INSTABILITY AND
TARIFFS MAY HARM OUR BUSINESS. There are a number of risks inherent in
international business activities, including unexpected changes in regulatory
requirements, political instability, tariffs and other trade barriers, as well
as the burdens of complying with different foreign laws. To date, fortunately,
these risks have not materially affected our business or financial situation. We
cannot predict, however, when exchange or price controls or other restrictions
on the conversion of foreign currencies could impact our business.

         CURRENCY FLUCTUATIONS ARE A RISK WE FACE ON A DAILY BASIS. Because we
generate revenues and expenses in various currencies, including the U.S. dollar,
the NIS and certain


                                       9
<PAGE>

European currencies, our financial results are subject to the effects of
fluctuations of currency exchange rates. Currency fluctuations could hurt our
profitability. We do not hedge against fluctuations in currency exchange rates,
but we may do so in the future.

         WE MAY BE SUBJECT TO ENVIRONMENTAL RELATED LIABILITIES DUE TO OUR USE
OF HAZARDOUS MATERIALS SUCH AS METHYL ETHYL-KETONE SOLVENT. We mix the ink used
in some of our printers with a methyl ethyl-ketone solvent. Methyl ethyl-ketone
solvent is a hazardous substance and is subject to various government
regulations relating to its transfer, handling, packaging, use, and disposal. We
store the ink at warehouses in Europe, the United States and Israel, and a
shipping company ships it at our direction. We face potential responsibility for
problems that may arise when we ship the ink to customers. We believe that we
are in material compliance with all applicable environmental laws and
regulations. If we fail to comply with these laws or an accident involving our
ink waste or methyl ethyl-ketone solvent occurs then our business and financial
results could be harmed.

         WE RELY ON GOVERNMENT GRANTS, TAX BENEFITS AND OTHER FUNDING FROM THIRD
PARTIES. We have been favorably affected by certain Israeli and Belgian
Government programs and tax legislation principally related to research and
development and sales and marketing grants and capital investment incentives.
Our operations could be adversely affected if these programs or tax benefits are
reduced or eliminated and not replaced with equivalent programs or benefits, or
if our ability to participate in these programs were significantly reduced. We
cannot assure you that such programs and tax legislation will continue in the
future or that the available benefits will not be reduced or that we will
continue to meet the conditions to benefit from such programs and legislation.

         WE MUST COMPLY WITH CONDITIONS TO RECEIVE GRANTS AND TAX BENEFITS. To
receive grants and tax benefits under Israeli law, we must comply with a number
of conditions. If we fail to comply with these conditions, the grants and tax
benefits that we receive could be partially or fully canceled and we would be
forced to refund the amount of the canceled benefits received, adjusted for
inflation and interest. We believe that we have operated and will continue to
operate in compliance with the required conditions, although we cannot be sure.
We further believe that the likelihood is remote that we will be required to
refund grants or tax benefits that we receive from the Israeli government, the
Marketing Fund, and under our "Approved Enterprise" status.

         OUR OPERATING RESULTS TEND TO FLUCTUATE. Our revenues may vary
significantly from quarter to quarter as a result of, among other factors, the
timing of new product announcements and releases by our competitors and us. We
do not typically have a material backlog of orders at the beginning of each
quarter. We generally ship and record a significant portion of our revenues for
orders placed within the same quarter, primarily in the last month of the
quarter. We may not learn of shortfalls in sales until late in, or shortly after
the end of, such fiscal period. As a result, our quarterly earnings may be
subject to significant variations.


         POLITICAL INSTABILITY IN ISRAEL MAY DISRUPT OUR MOST IMPORTANT
OPERATIONS AND OUR BUSINESS. Our most important facilities and operations and
many of our subcontractors are located in the State of Israel. Political and
military conditions in Israel directly affect our operations. A state of
hostility has existed in Israel since it was established in 1948, varying in
degree and intensity, between Israel and certain Arab countries. Although Israel
has entered into


                                       10
<PAGE>

agreements with some of these countries, the Palestine Liberation Organization
and the Palestinian Authority, and the feuding parties have signed various
declarations in hopes of resolving some of the hostilities, we cannot predict
the future political situation in this volatile region. To date, Israel has not
entered into a peace treaty with Lebanon or Syria, with whom Israel shares its
northern borders, or with certain other Arab countries with whom a state of
hostility exists. Any major hostilities involving Israel, the Palestinian
Authority, or Arab countries in the Middle East could have a serious negative
impact on our operations.


         IF OUR OFFICERS AND EMPLOYEES ON MILITARY RESERVE WITH THE ISRAELI
MILITARY ARE CALLED FOR ACTIVE DUTY OUR OPERATIONS MAY BE DISRUPTED.
Furthermore, all nonexempt male adult citizens of Israel, including some of our
officers and employees, are obligated to perform military reserve duty and are
subject to being called for active duty under emergency circumstances. We cannot
predict the full impact of such conditions on us in the future, particularly if
emergency circumstances occur. If many of our employees are called for active
duty our operations in Israel may be slowed and our business may be harmed.

         WE ARE VULNERABLE TO THE UNSTEADY ECONOMIC CONDITIONS IN ISRAEL. High
levels of inflation in Israel and devaluation of the NIS may harm our financial
results. Although Israel has substantially reduced the rates of inflation and
devaluation in recent years, they are still relatively high and we could
experience losses due to inflation or devaluation. If inflation rates in Israel
increase again and hurt Israel's economy as a whole, our operations and
financial condition could be negatively impacted.

         WE DO NOT KNOW THE IMPACT OF RECENT POLICY CHANGES ON FOREIGN CURRENCY
TRANSACTIONS. Israeli law limits foreign currency transactions and transactions
between Israeli and non-Israeli residents. The Controller of Foreign Exchange at
the Bank of Israel, through "general" and "special" permits, may regulate or
waive these limitations. Until recently, transactions in foreign currency were
strictly regulated. In May 1998, the Bank of Israel liberalized its foreign
currency regulations by issuing a new "general permit" pursuant to which foreign
currency transactions are generally permitted, although certain restrictions
still apply. Restricted transactions include foreign currency transactions by
institutional investors, including futures contracts by foreign residents for
periods of more than one month, and investments outside of Israel by pension
funds and insurers. Under the new general permit, all foreign currency
transactions must be reported to the Bank of Israel. We cannot currently assess
what impact, if any, this liberalization will have on us. We also cannot predict
its impact on the value of the NIS compared to the dollar and the corresponding
effect on our financial statements.

         YOU MAY HAVE DIFFICULTY ENFORCING U.S. JUDGMENTS AGAINST US IN ISRAEL.
We are organized under the laws of Israel and our headquarters are in Israel.
Most of our officers and directors reside outside of the United States.
Therefore, you may not be able to enforce any judgment obtained in the U.S.
against us or any of such persons. You may not be able to enforce civil actions
under U.S. securities laws if you file a lawsuit in Israel. However, we have
been advised by our Israeli counsel that subject to certain limitations, Israeli
courts may enforce a final judgment of an U.S. court for liquidated amounts in
civil matters after a hearing in Israel. If a foreign judgment is enforced by an
Israeli court, it will be payable in Israeli currency.


                                       11
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus, and the other reports we have filed from time to time
with the Securities and Exchange Commission, contain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Forward-looking statements deal with our current plans,
intentions, beliefs and expectations and statements of future economic
performance. Statements containing terms like "believes," "does not believe,"
"plans," "expects," "intends," "estimates," "anticipates," and other phrases of
similar meaning are considered to imply uncertainty and are forward-looking
statements.

         Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements
throughout this prospectus, including under "Risk Factors." You should read
these cautionary statements as being applicable to all related forward-looking
statements wherever they appear in this prospectus, the materials referred to in
this prospectus, the materials incorporated by reference into this prospectus
and our press releases.

         We cannot guarantee our future results, levels of activity, performance
or achievements. Neither we nor any other person assumes responsibility for the
accuracy and completeness of these statements.

         We are under no duty to update any of the forward-looking statements
after the date of this prospectus.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of ordinary
shares by the selling security holders.


                                       12
<PAGE>

                            SELLING SECURITY HOLDERS

         Our ordinary shares to which this prospectus relates are being
registered for resales by the selling security holders.

         The selling security holders may resell all, a portion or none of such
ordinary shares from time to time. The table below sets forth with respect to
each selling security holder, based upon information available to us as of
September 11, 2000, the number of ordinary shares beneficially owned, the number
of ordinary shares registered by this prospectus and the number and percent of
outstanding ordinary shares that will be owned after the sale of the registered
ordinary shares assuming the sale of all of the registered ordinary shares.


<TABLE>
<CAPTION>
                                                                                                            SHARES BENEFICIALLY
                                                          SHARES BENEFICIALLY                              ---------------------
                                                             OWNED BEFORE                                      OWNED AFTER
                                                          THE OFFERING (1) (2)                              THE OFFERING(1) (3)
HOLDER                                                    SHARES       PERCENT       SHARES OFFERED        SHARES        PERCENT
- ------                                                    ------       -------       --------------        ------        -------
<S>                                                      <C>           <C>               <C>               <C>           <C>
Altshuler Shaham Ltd.                                     25,442          *               25,442             0              *
"Bar" Keren Gmulim Ltd.                                    3,500          *                3,500             0              *
Continuing Education Fund For High School And             22,200          *               22,200             0              *
  Seminar Teachers And Inspectors Ltd.
Continuing Education Fund For Israel Electric             15,000          *               15,000             0              *
  Corporation Employees Ltd.
Continuing Education Fund For Secondary School,           14,680          *               14,680             0              *
  Seminar And College Teachers
Continuing Education Fund For Secondary School,            1,130          *                1,130             0              *
  Seminar And College Teachers Ltd. - Mishor
Continuing Education Fund For Teachers And                46,990          *               46,990             0              *
  Kindergarden Teachers Ltd.
Credit Suisse First Boston International London           30,000          *               30,000             0              *
E. Shalev Ltd.                                             7,833          *                7,833             0              *
Edinburgh Fund Management Limited                         18,500          *               18,500             0              *
Ferlim Nominees Ltd. (4)                                  36,225          *               36,225             0              *
Francheska Investments Ltd.                               14,965          *               14,965             0              *
Gadish Kranot Gmulim Ltd.                                 28,000          *               28,000             0              *
Gimul Sahar Underwriters Ltd.                              7,834          *                7,834             0              *
Gol, David                                                30,000          *               30,000             0              *
Hero Nominees Ltd. (5)                                     3,775          *                3,775             0              *
Investec Clali Trust Company Ltd. (6)                     37,411          *               37,411             0              *
Investec Bank (Mauritius) Ltd.                           150,000         1.2             150,000             0              *
Investec Bank (UK) Limited (7)                             6,750          *                6,750             0              *
Investec Bank (UK) Limited (8)                            28,060          *               28,060             0              *
Investec Clali Bank Ltd.                                   9,633          *                9,633             0              *
Jasbir Limited                                           666,667         5.5             666,667             0              *


                                       13
<PAGE>

<CAPTION>
                                                                                                            SHARES BENEFICIALLY
                                                          SHARES BENEFICIALLY                              ---------------------
                                                             OWNED BEFORE                                      OWNED AFTER
                                                          THE OFFERING (1) (2)                              THE OFFERING(1) (3)
HOLDER                                                    SHARES       PERCENT       SHARES OFFERED        SHARES        PERCENT
- ------                                                    ------       -------       --------------        ------        -------
<S>                                                      <C>           <C>               <C>               <C>           <C>
Katzir Kupat Tagmulim Upitzuim Ltd.                        3,500          *                3,500             0              *
Keren Hishtalmur Le'ovdei Harashuyot Hamekomiot            3,500          *                3,500             0              *
  Ltd.
Keren Merkazit Lepitzuyei Piturim Ltd.                     3,500          *                3,500             0              *
Keren-Or Kupat Tagmulim Leyad Bank Americai                3,500          *                3,500             0              *
  Israeli Ltd.
"Kineret" Keren Hishtalmut Ltd.                           14,000          *               14,000             0              *
Makefet Pension and Benefit Management Ltd.               10,000          *               10,000             0              *
Makefet Pension and Provident Center Ltd.                 10,000          *               10,000             0              *
Moritz & Tuchler Ltd.                                     50,000          *               50,000             0              *
Near East Opportunities Fund Limited                      40,000          *               40,000             0              *
Provident Fund of The Employees of The Hebrew             19,000          *               19,000             0              *
  University of Jerusalem
"Reuth" Keren Histalmut Ltd.                               3,500          *                3,500             0              *
Sapir, Harri                                              11,224          *               11,224             0              *
Shrem, Fudim, Kelner & Co., Ltd.                           7,482          *                7,482             0              *
Tagmulim Be Am Keren Merkazit Letagmulim Upizuuim          7,000          *                7,000             0              *
  Leyad Bank Hapoalim Ltd.
Tefahot Gemel Ltd.                                        11,100          *               11,100             0              *
Tefahot Histalmot Ltd.                                     3,700          *                3,700             0              *
Tefahot Legil Hazahav Ltd.                                 1,700          *                1,700             0              *
The Israel Aircraft Industry Worker's Provident           35,000          *               35,000             0              *
  Fund
Union Bank Provident Funds Ltd.                           10,000          *               10,000             0              *
  (Misgav + Kupat Pizuim)
</TABLE>

- ----------

*        Less than 1%
(1)      As used in this table, "beneficial ownership" means the sole or shared
         voting and investment power of ordinary shares. Unless otherwise
         indicated, each selling security holder listed below has sole voting
         and investment power with respect to the ordinary shares indicated as
         beneficially owned thereby. A person is deemed to have "beneficial
         ownership" of any ordinary shares that such person has a right to
         acquire within sixty days of the date of this prospectus. In accordance
         with Rule 13d-3 of the Exchange Act, any ordinary shares that any
         selling security holder has the right to acquire within sixty days of
         the date of this prospectus are deemed to be outstanding for the
         purpose of computing the beneficial ownership percentage of such
         selling security holder, but have not been deemed outstanding for the
         purpose of computing the percentage for any other selling security
         holder.

(2)      These ordinary shares include up to an aggregate of 37,411 ordinary
         shares which may be acquired by the selling security holders within
         sixty days of the date of this prospectus upon the exercise of
         warrants granted by us.

(3)      With respect to the selling security holders, it has been assumed that
         all ordinary shares so offered will be sold.

(4)      These ordinary shares are held by Ferlim Nominees Ltd. as a nominee
         for Carr Sheppards.



                                       14
<PAGE>


(5)      These ordinary shares are held by Hero Nominees Ltd. as a nominee for
         Carr Sheppards.
(6)      These ordinary shares are held by Investec Clali Trust Company Ltd.
         as custodian for the following individuals/entities: Gmul Sahar
         Underwriters Ltd., E. Shalev Ltd., Shrem, Fudim, Kelner & Co. Ltd.,
         Provident Fund of the employees of the Hebrew University of
         Jerusalem, Harri Sapir, Francheska Investments Ltd., Altshuler
         Shaham Ltd., Moritz & Tuchler Ltd., and Investec Clali Management and
         Underwriters Ltd.
(7)      These ordinary shares are held by Investec Bank (UK) Limited as a
         nominee for Clareville Capital.
(8)      These ordinary shares are held by Investec Bank (UK) Limited as a
         nominee for Mutual & Provincial Ltd.


         The information provided in the table above with respect to the selling
security holders has been obtained from such selling security holders.

         Except as otherwise disclosed above or in documents incorporated herein
by reference, the selling security holders have not within the past three years
had any position, office or other material relationship with our company.
Because the selling security holders may sell all or some portion of the
ordinary shares beneficially owned by them, only an estimate (assuming the
selling security holders sells all of the shares offered hereby) can be given as
to the number of ordinary shares that will be beneficially owned by the selling
security holders after this offering. In addition, the selling security holders
may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time or from time to time since the dates on which
they provided the information regarding the ordinary shares beneficially owned
by them, all or a portion of the ordinary shares beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act.


                                       15
<PAGE>

                              PLAN OF DISTRIBUTION

         This prospectus covers the sale of ordinary shares by the selling
security holders. As used herein, "selling security holders" include donees,
pledgees, transferees or other successors in interest selling shares received
from a selling security holder after the date of this prospectus as a gift,
pledge, partnership distribution or other non-sale related transfer. Any
distribution of any such securities by the selling security holders in interest
may be effected from time to time in one or more of the following transactions:

         o        to underwriters who will acquire securities for their own
                  account and resell them in one or more transactions, including
                  negotiated transactions, at a fixed public offering price or
                  at varying prices determined at the time of sale (any public
                  offering price and any discount or concessions allowed or
                  reallowed or paid to dealers may change from time to time);

         o        through brokers, acting as principal or agent, in transactions
                  (which may involve block transactions) on the Nasdaq National
                  Market or on such other market or exchange on which the
                  securities are then listed, in special offerings, exchange
                  distributions pursuant to the rules of the applicable
                  exchanges or in the over-the-counter market or otherwise, at
                  market prices prevailing at the time of sale, at prices
                  related to such prevailing market prices, at negotiated prices
                  or at fixed prices;

         o        directly or through brokers or agents in private sales at
                  negotiated prices;

         o        through put or call options transactions relating to the
                  ordinary shares, or through short sales of ordinary shares at
                  market prices prevailing at the time of sale or at negotiated
                  prices; or

         o        by any other legally available means.

         We will not receive any proceeds from the sale of the ordinary shares.
The aggregate proceeds to the selling security holders from the securities
offered hereby will be the offering price less applicable commissions or
discounts, if any. We do not know if the selling security holders will sell any
of the securities offered hereby.

         The selling security holders and such underwriters, brokers, dealers or
agents, upon effecting a sale of securities, may be considered "underwriters" as
that term is defined in the Securities Act. The selling security holders will be
subject to the prospectus delivery requirements because the selling security
holders may be deemed to be "underwriters" within meaning of Section 2(11) of
the Securities Act. Sales effected through agents, brokers or dealers will
ordinarily involve payment of customary brokerage commissions although some
brokers or dealers may purchase such securities as agents for others or as
principals for their own account. The selling security holders will pay any
sales commissions or similar selling expenses applicable to the sale of ordinary
shares. A portion of any proceeds of sales and discounts, commissions or other
sellers' compensation may be deemed to be underwriting compensation for purposes
of the Securities Act.

         Under this prospectus, the maximum commission or discount that is
allowed to be received by any NASD member or independent broker-dealer shall
not be greater than eight (8) percent for the sale of any ordinary shares.


                                       16
<PAGE>

         Selling security holders also may resell all or a portion of the
ordinary shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such rule.

         Pursuant to applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the securities offered hereby may not
simultaneously engage in market activities for the ordinary shares for a period
of five business days prior to the commencement of such distribution. In
addition, each selling security holder and any other person who participates in
a distribution of the securities will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which provisions may limit the timing of purchases and may affect the
marketability of the securities and the ability of any person to engage in
market activities for the ordinary shares.

         At the time a particular offering of securities is made, to the extent
required, a prospectus supplement will be distributed which will set forth the
number of securities being offered and the terms of the offering, including the
purchase price or the public offering price, the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriters for
securities purchased from the selling security holders, any discounts,
commissions and other items constituting compensation from the selling security
holders and any discounts, commissions or concessions allowed or reallowed or
paid to dealers. In addition, we will file a supplement to this prospectus upon
a selling security holder notifying us that a donee, pledgee, transferee or
other successor-in-interest intends to sell more than 500 shares.

         In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the securities may not be sold unless the securities have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and the conditions of such exemption have been
satisfied.

         We have agreed that we will bear all costs, expenses and fees in
connection with the registration or qualification of the ordinary shares under
federal and state securities laws. We and each selling security holder have
agreed to indemnify each other and certain other persons against certain
liabilities in connection with the offering of the securities, including
liabilities arising under the Securities Act.

                                  LEGAL MATTERS

         The validity of the ordinary shares offered hereby will be passed upon
for Nur Macroprinters by Shimonov Barnea & Co., special counsel, and Neta
Bloch, general counsel.

                                     EXPERTS

         Kost Forer & Gabbay, a member of Ernst & Young International,
independent auditors, have audited our consolidated financial statements as of
December 31, 1998, and 1999 and for each of the three years in the period ended
December 31, 1999 included in our annual report on Form 20-F, as set forth in
their report, which is incorporated by reference in this prospectus and


                                       17
<PAGE>

elsewhere in the registration statement. Our financial statements are
incorporated by reference in reliance on Kost Forer & Gabbay's report, given on
their authority as experts in accounting and auditing.

         Kost Forer & Gabbay, a member of Ernst & Young International,
independent auditors, have audited the combined financial statements as of
December 31, 1998, and 1999 and for each of the three years in the period ended
December 31, 1999 of Salsa Digital Group, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. These financial
statements are incorporated by reference in reliance on Kost Forer & Gabbay's
report, given on their authority as experts in accounting and auditing.

         SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by one of our directors, officers or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                       18
<PAGE>

================================================================================

                                    1,452,301



                             NUR MACROPRINTERS LTD.



                                 ORDINARY SHARES



                                 ---------------
                                   PROSPECTUS
                                 ---------------




                                December 22, 2000


================================================================================
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following are the estimated expenses expected to be incurred by NUR
Macroprinters Ltd. (on behalf of itself and the selling security holders) in
connection with this offering.

<TABLE>
<CAPTION>
              NATURE OF FEES AND EXPENSES                      AMOUNT TO BE PAID
              ---------------------------                      -----------------
<S>                                                                 <C>
              SEC Registration Fee.........................         $ 4,046.75
              Legal Fees, Accounting Fees and Expenses.....          70,000.00
              Printing Expenses............................          20,000.00
              Miscellaneous................................           5,000.00
                                                                    ----------
                       Total...............................         $99,046.75
                                                                    ==========
</TABLE>


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to NUR Macroprinters's Articles of Association, NUR
Macroprinters may indemnify its Office Holders, as defined in the Israeli
Companies Law 56759-1999 (the "Israeli Companies Law") for (a) any monetary
obligation imposed upon them for the benefit of a third party by a judgment,
including a settlement approved by NUR Macroprinters or an arbitration
decision certified by court, as a result of an act or omission of such person
in his capacity as an Office Holder and (b) reasonable litigation expenses,
including legal fees, incurred by such Office Holder or which he is obligated
to pay, in proceedings brought against him by or on behalf of NUR
Macroprinters or by others, or in connection with criminal proceedings in
which he was acquitted, or in a criminal proceeding in which he was convicted
of a crime that does not require proof of criminal intent, in each case
relating to acts or omissions of such person in his capacity of Office Holder
of NUR Macroprinters. The Israeli Companies Law defines "Office Holder" to
include directors, general manager, chief business manager, deputy general
manager, vice general manager, other manager directly subordinate to the
general manager and any person assuming the responsibilities of the foregoing
positions without regard to such person's title.


         In addition, pursuant to the Israeli Companies Law, indemnification
of, and procurement of insurance coverage for, an Office Holder of NUR
Macroprinters is permitted if it is authorized by NUR Macroprinters'
Articles of Association.  Nur Macroprinters's Articles of Association permit
such indemnification and procurement of insurance coverage. In certain
circumstances, the Israeli Companies Law also requires approval of such
indemnification and insurance by NUR Macroprinters' Audit Committee, Board of
Directors and of NUR Macroprinters' shareholders if the indemnification and
procurement of insurance coverage is for the benefit of a director. The
approval of indemnification agreements and procurement of insurance for all of
NUR Macroprinters's directors will require shareholder approval. In addition,
the approval of indemnification and procurement of insurance for certain
directors who may be deemed to hold 25% or more of the share capital of NUR
Macroprinters requires the consent of disinterested shareholders subject and
pursuant to the Israeli Companies Law.

         Nur Macroprinters has purchased directors' and officers' liability
insurance policy insuring its Office Holders with respect to those matters
permitted by the Israeli Companies Law.


                                      II-1
<PAGE>

ITEM 16.  EXHIBITS.

EXHIBIT
NUMBER            NAME
- ------            ----

     3.1          Memorandum of Association of the Registrant, in Hebrew with a
                  translation to English (1)

     3.2          Amended Articles of Association of the Registrant (2)

     3.3          Certificate of Name Change (3)

     3.4          Amended and Restated Articles of Association of the
                  Registrant

     4.1          Specimen Certificate for Ordinary Shares (1)

     4.2          Representative's Warrant Agreement dated October 12, 1995 (1)

     4.3          Form of Representative's Warrant Certificate (1)

     4.4          Forms of Placement Agent's Warrant Agreement and
                  Certificate (4)

     4.5          Forms of Qualified Independent Underwriter's Warrant Agreement
                  and Certificate (4)

     4.6          Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
                  Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
                  Certificate (2)

     5.1          Opinion of Shimonov Barnea & Co., special counsel


     5.2          Opinion of Neta Bloch, general counsel


     23.1         Consent of Krost Forer & Gabbay (5)

     23.2         Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)

     23.3         Consent of Neta Bloch (included in Exhibit 5.2)


     24.1         Power of Attorney (5)


- ----------
(1)      Previously filed with the Commission on July 25, 1995 as part of Nur
         Macroprinters' Registration Statement (File No. 33-93160) on Form F-1
         and incorporated by reference herein.
(2)      Previously filed with the Commission on December 10, 1999 as part of
         Registration Statement 333-92493 on Form F-3.
(3)      Previously filed with the Commission on January 7, 1998 as part of Nur
         Macroprinters' Report on Form 6-K and incorporated by reference
         herein.

(4)      Previously filed with the Commission on February 23, 1999 as part of
         Nur Macroprinters' Amendment No. 1 to Form F-1 on Form F-1/A (File
         No. 333-66103) and incorporated by reference herein.


(5)      Previously filed with the initial filing of the Registration
         Statement on October 12, 2000.



                                      II-2
<PAGE>

ITEM 17.  UNDERTAKINGS

         (a) The undersigned NUR Macroprinters hereby undertakes:

                   (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set for the in the "Calculation of
Registration Fee" table in the effective registration statement;

                           (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or provided to the
Commission by NUR Macroprinters pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (4) To file a post-effective amendment to the registration
statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided, that Nur
Macroprinters includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3) of the
Securities Act or


                                      II-3
<PAGE>

Rule 3-19 of Regulation S-X if such financial statements and information are
contained in periodic reports filed with or furnished to the commission by Nur
Macroprinters pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.

         (b) The undersigned NUR Macroprinters hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
NUR Macroprinters's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of NUR Macroprinters pursuant to the foregoing provisions, or otherwise, NUR
Macroprinters has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by NUR Macroprinters of
expenses incurred or paid by a director, officer or controlling person of NUR
Macroprinters in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, NUR Macroprinters will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Nur
Macroprinters Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The State of Israel, on December 22, 2000.


                                       NUR MACROPRINTERS LTD.


                                       By: /s/ EREZ SHACHAR
                                           -------------------------------------
                                           Erez Shachar
                                           President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
           SIGNATURE              TITLE OF CAPACITIES                  DATE
           ---------              -------------------                  ----

<S>                          <C>                                   <C>
 /s/ DAN PURJES*             Chairman of the Board of Directors     December 22, 2000
- ------------------------
Dan Purjes


 /s/ EREZ SHACHAR            President and Chief Executive Officer  December 22, 2000
- ------------------------     and Director
Erez Shachar


 /s/ HILEL KREMER*           Chief Financial Officer and Secretary  December 22, 2000
- ------------------------
Hilel Kremer


 /s/ ROBERT F. HUSSEY*                     Director                 December 22, 2000
- ------------------------
Robert F. Hussey


 /s/ HUGO CHAUFAN*                         Director                 December 22, 2000
- ------------------------
Hugo Chaufan


*By /s/ EREZ SHACHAR
   ------------------------
   Erez Shachar, by power of attorney

</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER            NAME
- ------            ----

     3.1          Memorandum of Association of the Registrant, in Hebrew with a
                  translation to English. (1)

     3.2          Amended Articles of Association of the Registrant (2)

     3.3          Certificate of Name Change (3)

     3.4          Amended and Restated Articles of Association of the
                  Registrant

     4.1          Specimen Certificate for Ordinary Shares (1)

     4.2          Representative's Warrant Agreement dated October 12, 1995 (1)

     4.3          Form of Representative's Warrant Certificate (1)

     4.4          Forms of Placement Agent's Warrant Agreement and
                  Certificate (4)

     4.5          Forms of Qualified Independent Underwriter's Warrant Agreement
                  and Certificate (4)

     4.6          Warrant Agreement among Nur Macroprinters Ltd., Dovrat & Co.
                  Ltd. and Isal Amlat Investment (1993) Ltd. and Warrant
                  Certificate (2)

     5.1          Opinion of Shimonov Barnea & Co., special counsel


     5.2          Opinion of Neta Bloch, general counsel


     23.1         Consent of Krost Forer & Gabbay (5)

     23.2         Consent of Shimonov Barnea & Co. (included in Exhibit 5.1)

     23.3         Consent of Neta Bloch (included in Exhibit 5.2)


     24.1         Power of Attorney (5)


- ----------
(1)      Previously filed with the Commission on July 25, 1995 as part of Nur
         Macroprinters' Registration Statement (File No. 33-93160) on Form F-1
         and incorporated by reference herein.
(2)      Previously filed with the Commission on December 10, 1999 as part of
         Registration Statement 333-92493 on Form F-3.
(3)      Previously filed with the Commission on January 7, 1998 as part of Nur
         Macroprinters' Report on Form 6-K and incorporated by reference
         herein.
(4)      Previously filed with the Commission on February 23, 1999 as part of
         Nur Macroprinters' Amendment No. 1 to Form F-1 on Form F-1/A (File
         No. 333-66103) and incorporated by reference herein.

(5)      Previously filed with the initial filing of the Registration
         Statement on October 12, 2000.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>2
<FILENAME>a2032565zex-3_4.txt
<DESCRIPTION>EXHIBIT 3.4
<TEXT>

<PAGE>

                                                                     Exhibit 3.4

                                THE COMPANIES LAW


                           A COMPANY LIMITED BY SHARES


                        AMENDED AND RESTATED ARTICLES OF


                             NUR MACROPRINTERS LTD.





                                  I PRELIMINARY

1.    INTERPRETATION

      1.1   In these Articles the following terms shall bear the meaning
            ascribed to them below:

            "Alternate Director" defined in Article 37.1 herein.

            The "Articles" shall mean the articles of association contained in
            the Articles, as originally registered and as they may from time to
            time be amended.

            The "Board" shall mean the Company's Board of Directors.

            The "Company" shall mean the above named company.

            "Determining Majority" as defined in Article 6 herein.

            "External Director" as defined in the Law.

            "Extraordinary Meetings" as defined in Article 21.1 herein.

            "Iska Chariga" as defined in the Law.

            The "Law" shall mean the Companies Law, 5759 - 1999, as the same may
            be amended from time to time, and all the rules and regulations
            promulgated thereunder.

            The "Memorandum" shall mean the Memorandum of Association of the
            Company, as originally registered and as it may from time to time be
            amended.

            "Obligation" as defined in Article 13.1 herein.

            The "Ordinance" shall mean the Companies Ordinance [New Version],
            5743-1983, as the same may be amended from time to time.

            The  "Register of Members"  shall mean the  Company's  Register of
            Members.

            "Registered Holder" as defined in Article 10 herein.

            "Securities" as defined in Article 18 herein.

<PAGE>

            Terms and expressions used in the Articles and not defined herein,
            shall bear the same meaning as in the Law.

1.2       Sections 2,3,4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981,
          shall apply, mutatis mutandis, to the interpretation of the Articles.

1.3       The captions in the Articles are for convenience only and shall not be
          deemed a part hereof or affect the interpretation of any provision
          hereof.

2.     NAME


     The Name of the Company shall be Nur Macroprinters Ltd., and in Hebrew:


3.    PURPOSE AND OBJECTIVE

      3.1   The objective of the Company shall be to undertake any lawful
            activity, including any objective set forth in the Memorandum (for
            as long as it is in effect).

      3.2   The purpose of the Company is to operate in accordance with
            commercial considerations with the intention of generating profits.
            Such considerations may take into account, amongst others, public
            interest and the interests of the Company's creditors and employees.
            In addition, the Company may contribute reasonable amounts for any
            suitable purpose even if such contributions do not fall within the
            business considerations of the Company. The Board may determine the
            amounts of the contributions, the purpose for which the contribution
            is to be made, and the recipients of any such contribution.


                                II SHARE CAPITAL

4.    SHARE CAPITAL

      The authorized share capital of the Company is fifty million (50,000,000)
      NIS divided into fifty million (50,000,000) ordinary shares of one (1) NIS
      nominal value each.

5.    LIMITED LIABILITY


      The liability of the shareholders of the Company for the indebtedness of
      the Company shall be limited to payment of the nominal value of such
      shares.

6.    ALTERATION OF SHARE CAPITAL


      The Company may, from time to time, by a resolution approved at a General
      Meeting by such majority as is required to amend these Articles (as set
      forth in Article 25 below), or such majority as shall be required to amend
      the Memorandum (for as long as it is still in force) (collectively, a
      "Determining Majority"):

      6.1   Increase its share capital in an amount it considers expedient by
            the creation of new shares. The power to increase the share capital
            may be exercised by the Company whether or

                                       2

<PAGE>

            not all of the shares then authorized have been issued and whether
            or not all of the shares theretofore issued have been called up for
            payment. Such resolution shall set forth the amount of the increase,
            the number of the new shares created thereby, their nominal value
            and class, and may also provide for the rights, preferences of
            deferred rights that shall be attached to the newly created shares
            and the restrictions to which such shares shall be subject;

      6.2   Consolidate all or any of its issued or unissued share capital and
            divide same into shares of nominal value larger than the one of its
            existing shares;

      6.3   Subdivide all or any of its issued or unissued share capital, into
            shares of nominal value smaller than the one of its existing shares;
            provided, however, that the proportion between the amount paid and
            the amount unpaid on each share which is not fully paid-up shall be
            retained in the subdivision;

      6.4   Cancel any shares which, as at the date of the adoption of the
            resolution, have not been issued or agreed to be issued, and thereby
            reduce the amount of its share capital by the aggregate nominal
            value of the shares so canceled;


                                   III SHARES

7.    RIGHTS ATTACHED TO SHARES

      7.1   Subject to any contrary provisions of the Memorandum (for as long as
            it is in effect) or the Articles, same rights, obligations and
            restrictions shall be attached to all the shares of the Company
            regardless of their denomination or class.

      7.2   If at any time the share capital is divided into different classes
            of shares, the rights attached to any class may be modified or
            abrogated by a resolution adopted by a Determining Majority at a
            General Meeting and by the adoption of a resolution, supported by a
            Determining Majority, approving same modification or abrogation at a
            General Meeting of the holders of the shares of such class.

            The provisions of the Articles relating to General Meeting of the
            Company shall apply, mutatis mutandis, to any separate General
            Meeting of the holders of the shares of a specific class, provided,
            however, that the requisite quorum at any such separate General
            Meeting shall be one or more members present in person or by proxy
            and holding not less than thirty three and one third percent
            (331/3%) of the issued shares of such class.

      7.3   The creation of additional shares of a specific class, or the
            issuance of additional shares of a specific class, shall not be
            deemed, for purposes of article 7.2, a modification or abrogation of
            rights attached to shares of such class or of any other class.

8.    ISSUANCE OF SHARES

     Issuance of shares of the Company shall be under the control of the Board,
     who shall have the exclusive authority to issue the Company's shares or
     grant options to acquire shares, to such persons and on such terms and
     conditions as the Board may think fit.

                                       3

<PAGE>

9.    SHARE CERTIFICATES

      9.1   Each member shall be entitled, not later than 60 days from the date
            of issuance or the date of transfer, to receive from the Company one
            share certificate in respect of all the shares of any class
            registered in his name on the Register of Members or, if approved by
            the Board, several share certificates, each for one or more of such
            shares.

      9.2   Each share certificate issued by the Company shall be numerated,
            denote the class and serial numbers of the shares represented
            thereby and the name of the owner, thereof as registered on the
            Register of Members, and may also specify the amount paid-up
            thereon, A share certificate shall be signed by the Company.

      9.3   A share certificate denoting two or more persons as joint owners of
            the shares represented thereby shall be delivered to any one of the
            persons named on the Register of Members in respect of such joint
            ownership.

      9.4   A share certificate defaced or defective, may be replaced upon being
            delivered to the Company and being canceled. A share certificate
            lost or destroyed may be replaced upon furnishing of evidence to the
            satisfaction of the Board proving such loss or destruction and
            subject to the submission to the Company of an indemnity letter
            and/or securities as the Board may think fit.

            A member requesting the replacement of a share certificate shall
            bear all expenses incurred by the Company in connection with the
            provisions of this Article.

10.   OWNERS OF SHARES

      The Company shall be entitled to treat the person registered in the
      Register of Members as the holder of any share, as the absolute owner
      thereof (a "Registered Holder") and shall also treat any other person
      deemed as a holder of shares pursuant to the Law, as an owner of shares.

11.   CALLS ON SHARES

      11.1  The Board may, from time to time, make calls upon members to perform
            payment of any amount of the consideration of their shares not yet
            paid, provided same amount is not, by the terms of issuance of same
            shares, payable at a definite date. Each member shall pay to the
            Company the amount of every call so made upon him at the time(s) and
            place(s) designated in such call. Unless otherwise stipulated in the
            resolution of the Board, each payment with respect to a call shall
            be deemed to constitute a pro-rata payment on account of all of the
            shares in respect of which such call was made.

      11.2  A call may contain a demand for payment in installments.

      11.3  A call shall be made in writing and shall be delivered to the
            member(s) in question not less than fourteen (14) days prior to the
            date of payment stipulated therein. Prior to the due date stipulated
            in the call the Board may, by delivering a written notice to the
            member(s), revoke such call, in whole or in part, postpone the
            designated date(s) of payment or change the designated place of
            payment.

                                       4

<PAGE>

      11.4  If, according to the terms of issuance of any share, any amount is
            due at a definite date, such amount shall be paid on same date, and
            the holder of the same share shall be deemed, for all intents and
            purposes, to have duly received a call in respect of such amount.

      11.5  The joint holders of a share shall be bound jointly and severally to
            pay all calls in respect thereof. A call duly made upon one of the
            joint holders shall be deemed to have been duly made upon all of the
            joint holders.

      11.6  Any amount not paid when due shall bear an interest from its due
            date until its actual payment at a rate equal to the then prevailing
            rate of interest for unauthorized overdrafts as charged by Bank
            Hapoalim Ltd, unless otherwise prescribed by the Board.

            The provisions of this Article 11.6 shall in no way deprive the
            Company of, or derogate from any other rights and remedies the
            Company may have against such member pursuant to the Articles or any
            pertinent law.

      11.7  The Board may agree to accept prepayment by any member of any amount
            due with in respect to his shares, and may direct the payment of
            interest for such prepayment at a rate as may be agreed upon between
            the Board and the member so prepaying.

      11.8  Upon the issuance of shares of the Company, The Board may stipulate
            similar or different terms with respect to the payment of the
            consideration thereof by their respective holders.

12.   FORFEITURE AND SURRENDER

      12.1  If any member fails to pay when due any amount payable pursuant to a
            call, or interest thereon as provided for herein, the Company may,
            by a resolution of the Board, at any time thereafter, so long as
            said amount or interest remains unpaid, forfeit all or any of the
            shares in respect of which said call had been made. All expenses
            incurred by the Company with respect to the collection of any such
            amount of interest, including, inter-alia, attorney's fees and costs
            of legal proceedings, shall be added to, and shall constitute a part
            of the amount payable to the Company in respect of such call for all
            purposes (including the accrual of interest thereon).

      12.2  Upon the adoption of a resolution of forfeiture, the Board shall
            cause the delivery of a notice thereof to the member in question.
            Same notice shall specify that, in the event of failure to pay the
            entire amount due within the period stipulated in the notice (which
            period shall be not less the thirty (30) days), same failure shall
            cause, ipso facto, the forfeiture of the shares. Prior to the
            expiration of such period, the Board may extend the period specified
            in the notice of forfeiture or nullify the resolution of forfeiture,
            but such nullification shall not estop nor derogate from the power
            of the Board to adopt a further resolution of forfeiture in respect
            of the non-payment of said amount.

                                       5

<PAGE>

      12.3  Whenever shares are forfeited as herein provided, all dividends
            theretofore declared in respect thereof and not actually paid shall
            be deemed to have been forfeited together with the shares.

      12.4  The Company, by a resolution of the Board, may accept the voluntary
            surrender by any member of all or any part of his shares.

      12.5  Any share forfeited or surrendered as provided herein shall
            thereupon constitute the property of the Company, and may be resold.
            Such shares that have not yet been resold shall be considered
            dormant shares.

      12.6  Any member whose shares have been forfeited or surrendered shall
            cease to be a member in respect of the forfeited or surrendered
            shares, but shall, notwithstanding, be obligated to pay to the
            Company all amounts at the time of forfeiture or surrender due to
            the Company with respect thereof, including interest and expenses as
            aforesaid until actual repayment, whether the maturity date of same
            amounts is on or prior to the date of forfeiture or surrender or at
            any time thereafter, and the Board, in its discretion, may enforce
            payment of such amounts or any part thereof, unless such shares have
            been resold in which event the provisions of the Law shall apply. In
            the event of such forfeiture or surrender, the Company, by a
            resolution of the Board, may accelerate the maturity date(s) of any
            or all amounts then owed to the Company by same member and not yet
            due, however, arising whereupon all of such amounts shall forthwith
            become due and payable.

            The Board may, at any time before any share so forfeited or
            surrendered shall have been reissued or otherwise disposed of to a
            third party, nullify the forfeiture or the acceptance of the
            surrender on such conditions as it thinks fit, but such
            nullification shall not estop nor derogate from the power of the
            Board to re-exercise its powers of forfeiture pursuant to this
            Article 12.

13.   LIEN

      13.1  The Company shall have, at all times, a first and paramount lien
            upon all the shares registered in the name of each member on the
            Register of Members, upon all the dividends declared in respect of
            such shares and upon the proceeds of the sale thereof, as security
            for his obligations. For the purposes of this Article 13 and of
            Article 14, the term "Obligation" shall mean any and all present and
            future indebtedness owed to the Company by a member with respect to
            his shares, however arising, whether such indebtedness is absolute
            or contingent, joint or several, matured or unmatured, liquidated or
            non-liquidated.

      13.2  Shall a member fail to fulfill any or all of his Obligations, the
            Company may enforce the lien, after same member was provided with a
            period of fourteen (14) days to fulfill the Obligations so breached.

      13.3  A member shall be obliged to reimburse the Company for all expenses
            thereby incurred with respect to the enforcement of a lien upon same
            member's shares, and such obligation shall be secured by the shares
            which are subject to same lien.

                                       6

<PAGE>

14.   SALE OF SHARES AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN

      14.1  Upon any sale of shares after forfeiture or surrender or in the
            course of enforcement of a lien, the Company may appoint any person
            to execute an adequate instrument of transfer or any other
            instrument required to effect the sale, and shall be entitled to
            register the purchaser on the Register of Members as the holder of
            the shares so purchased. The purchaser shall not be obliged to check
            the regularity of the proceedings of forfeiture, surrender or
            enforcement of a lien or the use that was made consideration thereby
            paid with respect to the shares.

            As of the entry of the purchaser's name in the Register of Members
            in respect of such shares, the validity of the sale shall not be
            rebutted, and the sole remedy of any person aggrieved by the sale
            shall be in damages, and against the Company solely.

      14.2  The net proceeds of any such sale, after payment of the selling
            expenses, shall serve for repayment of the Obligations of the
            respective member, and the balance if any shall be paid to the
            member, his inheritors, the executors of his will, the
            administrators of his estate, and to persons on his behalf.

15.   REDEEMABLE SECURITIES

      Subject to the Law, the Company may issue redeemable securities and redeem
      the same.

16.   EFFECTIVENESS OF TRANSFER OF SHARES

      A transfer of title to shares of the Company, whether voluntarily or by
      operation of law, shall not confer upon the transferee any rights towards
      the Company as a Registered Holder unless and until such time as the
      transfer has been registered in the Register of Members.

17.   PROCEDURE ON VOLUNTARY TRANSFER OF SHARES

      A person desiring to be registered as a Registered Holder, shall deliver
      to the Company an instrument of transfer of shares according to which he
      is the transferee accompanied by a notice to the effect, in a form to be
      prescribed by the Board, duly executed by such person and the transferor,
      and subject to the prior fulfillment of the provisions of Article 18
      below, the Board shall instruct the registration of same in the Register
      of Members.

18.   TRANSFER OF SHARES

      18.1  The transfer of shares of the Company and any other securities
            issued by the Company and owned by a Registered Holder (in this
            Article 18, hereinafter, "Securities") shall be made in writing in a
            conventional manner or as established by the Board; it may be
            effected by the signature of the transferor only, on the condition
            that an appropriate share transfer deed shall be submitted to the
            Company.

      18.2  Shares that are not paid up in full or are subject to any lien or
            pledge may not be transferred unless the transfer is approved by the
            Board, which may at its sole discretion withhold its approval
            without having to show grounds.

                                       7

<PAGE>

      18.3  Any transfer of shares that are not paid up in full shall be subject
            to the signature of the transferee and the signature of a witness in
            verification of the authenticity of the signatures on the share
            transfer deed.

      18.4  The transferor shall be deemed to be the Registered Holder of the
            transferred Securities until the name of the transferee is entered
            in the Register of Members.

      18.5  The share transfer deed shall be submitted to the office for
            registration together with the certificates to be transferred and
            such other evidence as the Company may require with regard to the
            transferor's title or right to transfer the Securities. The share
            transfer deeds shall remain with the Company after their
            registration.

      18.6  The Company may demand payment of a transfer registration fee at a
            rate to be determined by the Board from time to time.

      18.7  The Board may close the Register of Members for a period no longer
            than 30 days every year.

      18.8  Upon the death of a Registered Holder of Securities of the Company,
            the Company shall recognize the guardians, administrators of the
            estate, executors of the will, and in the absence of such persons,
            the inheritors of the deceased person as the only ones entitled to
            be registered as the Registered Holders of Securities of the
            Company, subject to proof of their rights in a manner established by
            the Board.

      18.9  In the event of the deceased member being a Registered Holder of a
            Security jointly with other persons, the surviving member shall be
            considered the sole Registered Holder of said Securities, upon the
            approval of the Company, without exempting the estate of the
            deceased joint holder from any of the obligations relating to the
            jointly held Securities.

      18.10 A person acquiring a right to a Security by virtue of his being a
            guardian or administrator of the estate or inheritor of the deceased
            member, or receiver, liquidator or trustee in liquidation
            proceedings regarding a corporate member, or by any operation of
            law, may be subject to submission of such proof of entitlement as
            the Board may establish be entered as the Registered Holder of the
            respective Security or transfer the Security subject to the
            provisions of the Articles with regard to such transfer.

      18.11 A person acquiring a Security as a result of a transfer by operation
            of law shall be entitled to dividends and other rights in respect of
            the Security and also to receive and certify the receipt of
            dividends and other sums of money in connection with the said
            Security; however, such person shall not be entitled to receive
            notices of the convening of General Meetings of the Company or to
            participate or vote therein or to exercise any right conferred by
            the Security with the exception of the aforementioned rights,
            pending the registration of such person in the Register of Members.

19.   ISSUANCE OF SHARES

      The Board may issue shares and other securities, convertible or
      exercisable into shares, up to a maximum amount equal to the registered
      share capital of the Company; for this

                                       8

<PAGE>

      purpose, securities convertible or exercisable into shares, shall be
      considered as having been converted or exercised on the date of issuance.


                               IV GENERAL MEETINGS

20.   ANNUAL  MEETING

      20.1  An Annual Meeting shall be held once in every calendar year at such
            time (within a period of not more than fifteen (15) months after the
            last preceding Annual Meeting) and at such place as may be
            determined by the Board.

      20.2  The Annual Meeting shall:

            20.2.1 Discuss the audited financial statements of the Company for
                  the last fiscal year;

            20.2.2 Appoint auditors and establish their remuneration, or empower
                  the Board to establish their remuneration;

            20.2.3 Appoint the directors as stipulated in Article 32 below, and
                  establish their remuneration;

            20.2.4 Discuss any other business to be transacted at a General
                  Meeting according to the Articles or by operation of law.

21.   EXTRAORDINARY MEETING

      21.1  All General Meetings other than Annual Meetings shall be called
            "Extraordinary Meetings".

      21.2  The Board may, whenever it thinks fit, convene an Extraordinary
            Meeting, and shall be obligated to do so upon receipt of a
            requisition in writing in accordance with Section 63 of the Law.

      21.3  Members of the Company shall not be authorized to convene an
            Extraordinary Meeting except as provided in Section 64 of the Law.

22.   NOTICE OF GENERAL MEETINGS

      22.1  Prior to any General Meeting a written notice thereof shall be
            delivered to all Registered Holders and to all other persons
            entitled to attend thereat, and shall be otherwise made public as
            required by Law. Such notice shall specify the place, the day and
            the hour of the General Meeting, the agenda of the meeting and the
            proposed resolutions and such other documents required under law.
            The notice will be delivered not less then twenty-one (21) days
            prior to any General Meeting.

      22.2  The accidental omission to give notice of a General Meeting, or the
            non-receipt of a notice by a member entitled to receive notices of
            General Meeting, shall not invalidate the proceedings of such a
            General Meeting.

                                       9

<PAGE>

      22.3  A member entitled to receive notices of General Meeting may waive
            such right before such meeting of expost, and shall be deemed to
            have waived such right with respect to any General Meeting at which
            he was present, in person or by proxy.

23.   QUORUM

      23.1  Two or more members present in person or by proxy and holding shares
            conferring in the aggregate more than thirty three and one third
            percent (331/3%) of the total voting power attached to the shares of
            the Company, shall constitute a quorum at General Meetings. No
            business shall be considered or determined at a General Meeting,
            unless the requisite quorum is present when the General Meeting
            proceeds to consider and/or determine same business.

      23.2  If within half an hour from the time appointed for the General
            Meeting a quorum is not present, the General Meeting shall, if
            convened upon requisition under Section 64 of the Law, be dissolved,
            but in any other case it shall stand adjourned on the same day, in
            the next week, at the same time and place. The requisite quorum at
            an adjourned General Meeting shall be one or more members, present
            in person or by proxy, holding not less than thirty three and a
            third percent (331/3%) of the total voting power attached to the
            shares of the Company. At an adjourned General Meeting the only
            businesses to be considered shall be those matters which might have
            been lawfully considered at the General Meeting originally called if
            a requisite quorum had been present, and the only resolutions to be
            adopted are such types of resolutions which could have been adopted
            at the General Meeting originally called.

24.   CHAIRMAN

      The Chairman, of the Board, or if there is no such chairman, or if he is
      not present, any other person appointed by the members present, shall
      preside as Chairman at a General Meeting of the Company. The Chairman of
      any General Meeting shall have no additional or casting vote.

25.   ADOPTION OF RESOLUTION AT GENERAL MEETINGS

      25.1  A resolution shall be deemed adopted at a General Meeting if the
            requisite quorum is present and the resolution is supported by
            members present, in person or by proxy, vested with more than fifty
            percent (50%) of the total voting power attached to the shares whose
            holders were present, in person or by proxy, at such General Meeting
            and voted thereon, or such other percentage as is set forth in these
            Articles or as required by Law.

      25.2  Any resolution to amend these Articles or to amend the Memorandum
            (for as long as it is still in force), shall be deemed adopted at a
            General Meeting if supported by members, present in person or by
            proxy, vested with a Determining Majority, which shall be
            [seventy-five percent (75%)] or more of the total voting power
            attached to the shares whose holders were present, in person or by
            proxy, at such General Meeting and voted thereon.

      25.3  Any proposed resolution put to vote at a General Meeting shall be
            decided by a poll.

                                       10

<PAGE>

      25.4  Subject to approval by a General Meeting at which the requisite
            quorum is present, the chairman is obligated at the request of the
            General Meeting, to adjourn the General Meeting, and the adjourned
            meeting shall convene at such date and place as is decided by the
            General Meeting. If the General Meeting is adjourned by more than
            twenty-one (21) days, a notice of the adjourned meeting shall be
            given in the manner set forth in sections 67 through 69 of the Law.
            An adjourned meeting may only transact such business as left
            unfinished at the original meeting.

      25.5  A declaration by the Chairman of the General Meeting that a proposed
            resolution has been adopted or rejected, shall constitute conclusive
            evidence of the adoption or rejection, respectively, of same
            resolution, and no further proof verifying the contents of such
            declaration or the number or proportion of the votes recorded in
            favor of or against such resolution shall be required.

26.   VOTING POWER

      26.1  Subject to the provisions of Article 27.1 below and subject to any
            other provision hereof pertaining to voting rights attached or
            not-attached to shares of the Company, whether in general or in
            respect of a specific matter or matters, every member shall have one
            vote for each share registered in his name on the Register of
            Members, regardless of its denomination or class.

      26.2  In case of equality of votes, the resolution shall be deemed to have
            been rejected.

27.   ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETING

      27.1  Unless provided otherwise by the terms of issue of the shares, no
            member shall be entitled to be present or vote at a General Meeting
            (or be counted as part of the quorum thereat) unless all amounts due
            as at the date designated for same General Meeting with respect to
            his shares were paid.

      27.2  A corporate body being a member of the Company and entitled to vote
            and/or attend at a General Meeting may exercise such rights by
            authorizing any person, whether in general or for a specific General
            Meeting, to be present and/or vote on its behalf. Upon the request
            of the Chairman of the General Meeting, a writing evidence of such
            authorization and its validity (in a form acceptable to the
            Chairman) shall be furnished thereto.

      27.3  A member entitled to vote and/or attend at a General Meeting may
            appoint a proxy, whether is general or for a specific General
            Meeting, to exercise such rights, in a form approved by the Board.

      27.4  The instrument appointing a proxy shall be delivered to the Company
            not later than forty-eight (48) hours before the time designated for
            the General Meeting at which the person named in the instrument
            proposes to vote and/or attend.

      27.5  A member entitled to vote and/or attend at a General Meeting and is
            legally incapacitated, may exercise such rights by his custodian.

      27.6  If two or more persons are registered as joint owners of any share,
            the right to attend at a General Meeting, if attached to such share,
            shall be conferred upon all of

                                       11

<PAGE>

            the joint owners, but the right to vote at a General Meeting and/or
            the right to be counted as part of the quorum thereat, if attached
            to such share, shall be conferred exclusively upon the senior
            amongst the joint owners attending the General Meeting, in person or
            by proxy; and for this purpose seniority shall be determined by the
            order in which the names appear on the Register of Members.

      27.7  The voting on the terms of the instrument of proxy shall be legal
            even in case of prior death or incapacity or bankruptcy of the
            principal, and in respect of a corporate principal, in case of its
            winding up or revocation of the instrument of proxy or transfer of
            the respective share, unless a notice in writing of such death or
            incapacity or bankruptcy or winding up or revocation of share
            transfer shall have been received by the Register of Members.

            The written notice of revocation of the proxy shall be valid if
            signed by the principal and received by the Register of Members not
            later than one hour before the start of voting.

      27.8  No proxy shall be valid after the expiry of 12 months from the date
            of its issue.


                              V BOARD OF DIRECTORS

28.   POWERS OF THE BOARD

      28.1  The Board shall be vested with the exclusive authority to exercise
            all of the Company's powers which are not, by Law, the Memorandum
            (for as long as it is in effect), the Articles or any applicable
            law, required to be exercised by the General Meeting, the General
            Manager, or any other organ of the Company as such term is defined
            in the Law.

      28.2  The Board shall set the policy guidelines for the Company and shall
            supervise the performance and activities of the General Manager.

29.   EXERCISE OF POWERS OF THE BOARD

      29.1  The powers conferred upon the Board shall be vested in the Board as
            collective body, and not in each one or more of the directors
            individually, and all such powers may be exercised by the Board by
            adopting resolutions in accordance with the provisions of the
            Articles.

      29.2  A resolution shall be deemed adopted at a meeting of the Board if
            supported by a majority of the directors attending such meeting and
            voting thereon. The Chairman of the Board shall have no casting
            vote.

      29.3  The Board may hold meetings using any means of communication,
            provided that all of the directors participating can simultaneously
            hear one another.

                                       12

<PAGE>

30.   COMMITTEES OF DIRECTORS

      30.1  The Board may, subject to section 112 of the Law, delegate any or
            all of its powers to committees, each consisting of two or more
            directors, one of which shall be an External Director, and it may,
            from time to time, revoke or alter the powers so delegated. Each
            committee shall, in the exercise of the powers so delegated, conform
            to any regulations and conditions prescribed by the Board upon the
            delegation or at any other time. Each resolution adopted by a
            committee within the powers delegated to it by the Board shall be
            deemed to have been held by the Board.

      30.2  The Board will appoint from among its members an audit committee.
            All External Directors shall be members of the audit committee.

      30.3  The provision of the Articles with respect to the meetings of the
            Board, their convening and adoption of resolutions thereat shall
            apply, mutatis mutandis, to the meetings of any such committee,
            unless otherwise prescribed by the Board.

31.   NUMBER OF DIRECTORS

      Unless otherwise prescribed by a resolution adopted at a General Meeting,
      the Board shall consist of not less then four (4) nor more then twelve
      (12) directors (including the External Directors appointed as required
      under the Law).

32.   APPOINTMENT AND REMOVAL OF DIRECTORS

      32.1  The directors shall be elected annually at a General Meeting as
            aforesaid and shall remain in office until the next Annual Meeting
            at which time they shall retire, unless their office is vacated
            previously as stipulated in the Articles, provided however that the
            External Directors shall be appointed, and shall remain in office,
            as prescribed in the Law.

      32.2  The elected directors shall assume office on the day of their
            election.

      32.3  A retiring director may be reelected. Pending the convening of an
            Annual Meeting at which the directors are to retire from office, all
            directors shall remain in office until the convening of the Annual
            Meeting of the Company except in case of prior vacation of a
            director's office according to the Articles.

      32.4  If no directors are elected at the Annual Meeting, all the retiring
            directors shall remain in office pending their replacement by a
            General Meeting of the Company.

      32.5  Except with regard to a director whose tenure of office expires upon
            the convening of a General Meeting or a person recommended by the
            Board to serve as director, no motions for appointment of a
            candidate as a director shall be made unless a notice in writing
            signed by a member of the Company (other than the candidate himself)
            who is entitled to participate in and vote at the meeting, stating
            the intent of the said member to propose a candidate for election to
            the office of director, together with a document in writing by the
            candidate expressing his consent to be so elected, shall have been
            received at the office of the Company within a period of

                                       13

<PAGE>

            not less than forty-eight (48) hours and not more than forty-two
            (42) days before the appointed date of the General Meeting.

      32.6  The General Meeting may, by way of a resolution, remove a director
            from office before the expiry of his tenure, and appoint another
            person to serve as director of the Company in his place, and also
            appoint a number of directors in the event of the number of
            directors having decreased below the minimum established by the
            General Meeting.

      32.7  The provisions of this Article 32 shall not apply to External
            Directors, whose appointment and removal shall be pursuant to the
            relevant provisions of the Law.

33.   QUALIFICATION OF DIRECTORS

      No person shall be disqualified to serve as a director by reason of his
      not holding shares in the Company or by reason of his having served as
      director in the past.

      The provisions of this section 32 shall not apply to External Directors,
      whose qualifications are as set forth in the relevant provisions of the
      Law.

34.   VACATION OF DIRECTOR'S OFFICE

      The office of a director shall be vacated:

      34.1  Upon his death;

      34.2  On the date at which he is declared a bankrupt;

      34.3  On the date he is declared legally incapacitated;

      34.4  On the date stipulated therefor in the resolution of his election or
            the notice of his appointment, as the case may be;

      34.5  On the date stipulated therefor in the resolution or notice of his
            removal or on the date of the delivery of such notice to the
            Company, whichever is later;

      34.6  On the date stipulated therefor in a written notice of resignation
            thereby delivered to the Company or upon its delivery to the
            Company, whichever is later.

      34.7  If he is convicted in a final judgment of an offence of a nature
            which disqualifies a person from serving as a director, as set forth
            in the Law.

      34.8  If a court of competent jurisdiction decides to terminate his
            office, in accordance with the provisions of the Law, in a decision
            or judgment for which no stay of enforcement is granted.

35.   REMUNERATION OF DIRECTORS

      The directors shall be entitled to remuneration by the Company for their
      services as directors. The remuneration may be established as a global sum
      or as a fee for participation in meetings. In addition to such
      remuneration, every director shall be

                                       14

<PAGE>

      entitled to a refund of reasonable expenses for travel, per diem money,
      and other expenses related to the discharge of his duties as a director.

      The provisions of this section 34 shall not apply to External Directors,
      whose remuneration shall be in accordance with the relevant provisions of
      the Law.

36.   CONFLICT OF INTERESTS

      36.1  Subject to the provisions of the Law, the Company may consider and
            approve, by a resolution of the Board, each of the following
            transactions, which are not detrimental to the best interests of the
            Company:

            36.1.1 a transaction to which the Company is a party to, and in
                  which an officer of the Company has an interest; or

            36.1.2 a transaction between the Company and officer of the Company;
                  or

            36.1.3 such other transactions that require special approval
                  pursuant to the Law.


            Notwithstanding the foregoing, in the event of an extraordinary
            transaction ("Iska Chariga" as defined in the Law) or the approval
            of the terms of service or employment (including any waiver,
            insurance or indemnification) of an officer of the Company, such
            transaction shall require such additional approval as stipulated by
            the Law. Any officer shall not participate in the meeting of the
            Board or audit committee (whichever applicable), where such
            resolution is considered and shall not vote in such meeting, unless
            the majority of the members of the Board or audit committee shall
            have an interest in the approval of the transaction, in which case
            such transaction must also be approved by the General Meeting.

37.   ALTERNATE DIRECTOR

      37.1  Subject to the approval of the Board, a director may, by delivering
            a written notice to the Company, appoint an alternate for himself
            (hereinafter referred to as "Alternate Director"), remove such
            Alternate Director and appoint another Alternate Director in place
            of any Alternate Director appointed by him whose office has been
            vacated for any reason whatsoever. The appointment of the Alternate
            Director shall be for an indefinite period and for all purposes,
            unless restricted to a specific period, to a specific meeting or act
            of the Board, to a specific matter or in any other manner, and same
            restriction was specified in the appointment instrument or in a
            written note delivered to the Company.

      37.2  Any notice delivered to the Company pursuant to Article 37.1 shall
            become effective on the date specified therefor therein or upon
            delivery thereof to the Company or upon approval of the Board,
            whichever is later.

      37.3  An Alternate Director shall be vested with all rights and shall bear
            all obligations of the director who appointed him, provided,
            however, that he shall not be entitled to appoint an alternate for
            himself (unless the instrument appointed him expressly provides
            otherwise), and provided further that the Alternate Director shall
            have no

                                       15

<PAGE>

            standing at any meeting of the Board or any committee thereof
            whereat the director who appointed him is present.

      37.4  The following may not be appointed nor serve as an Alternate
            Director: (i) a person not qualified to be appointed as a director,
            (ii) an actual director, or (iii) another Alternate Director.

      37.5  The office of an Alternate Director shall be vacated under the
            circumstances, mutatis mutandis, set forth in Article 34, and such
            office shall further be ipso facto vacated if the director who
            appointed such Alternate Director ceases to be a director.

38.   MEETING OF THE BOARD

      38.1  Subject to Articles 40 and 41 below, the Board may meet, adjourn its
            meeting and otherwise determine and regulate such meetings and their
            proceedings as it deems fit.

      38.2  Upon the vacation of the office of a director, the remaining
            directors may continue to discharge their functions until the number
            of remaining directors decreases below the minimum established in
            the Articles. In the latter case the remaining directors may only
            act to convene a General Meeting of the Company.

      38.3  The directors may at any time appoint any person to serve as
            director as replacement for a vacated office or in order to increase
            the number of directors, subject to the condition that the number of
            directors shall not exceed the maximum established in these
            Articles. Any so appointed director shall remain in office until the
            next General Meeting, at which he may be reelected.

39.    CONVENING MEETINGS OF THE BOARD

      39.1  The Chairman of the Board may, at any time, convene a meeting of the
            Board, and shall be obliged to do so (i) at least once every three
            months, (ii) upon receipt of a written demand from any one director,
            or (iii) in accordance with section 1224)) or 169 of the Law. In the
            event there is no such Chairman or a meeting of the Board was not
            convened to a date which is no later then ten (10) days following
            delivery of such written demand or receipt of the relevant notice or
            report, any of the abovementioned directors may convene a meeting of
            the Board.

            Convening a meeting of the Board shall be made by delivering a
            notice thereof to all of the directors within a reasonable length of
            time prior to the date thereof. Such notice shall specify the exact
            time and place of the meeting so called and a reasonably detailed
            description of the all of the issues on the agenda for such meeting.

      39.2  A resolution adopted at a meeting of the Board, which had not
            convened in accordance with the necessary requirements set forth in
            the Law or these Articles may be invalidated in accordance with the
            applicable provisions of the Law.

                                       16
<PAGE>

      39.3  A director may waive his right to receive prior notice of any
            meeting, in general or in respect of a specific meeting, and shall
            be deemed to have waived such right with respect to any meeting at
            which he was present.

40.   QUORUM

      A majority of the number of directors then in office shall constitute a
      quorum at meetings of the Board, except if and as otherwise required in
      accordance with the Law. No business shall be considered or determined at
      any meeting of the Board unless the requisite quorum is present when the
      meeting proceeds to consider or determine same business.

41.   CHAIRMAN OF THE BOARD

      The Board may from time to time elect one of its members to be the
      Chairman of the Board, remove such Chairman from office and appoint
      another in his place. However, the General Manager shall not serve as the
      Chairman of the Board, nor shall the Chairman of the Board be vested with
      the powers designated to the General Manager, except in accordance with
      section 121(3) of the Law. The Chairman of the Board shall preside at
      every meeting of the Board, but if there is no such Chairman, or if he is
      not present or he is unwilling to take the chair at any meeting, the
      directors present shall elect one of their members to be chairman of such
      meeting. The Chairman of the Board shall have no casting vote.


                               VI GENERAL MANAGER

42.   GENERAL MANAGER

      42.1  The Board shall appoint one or more persons, whether or not
            directors, as General Manager(s) of the Company, either for a
            definite period or without any limitation of time, and may confer
            powers, authorities and rights and/or impose duties and obligations
            upon such person or persons and determine his or their salaries as
            the Board may deem fit and subject to the provisions of the Law.


                            VII MINUTES OF THE BOARD

43.   MINUTES

      43.1  The proceedings of each meeting of the Board and meeting of
            committee of the Board shall be recorded in the minutes of the
            Company. Such minutes shall set forth the names of the persons
            present at every such meeting and all resolutions adopted thereat
            and shall be signed by the chairman of the meeting.

      43.2  All minutes approved and signed by the chairman of the meeting or
            the Chairman of the Board, shall constitute prima facie evidence of
            its contents.

                                       17

<PAGE>

                              VIII INTERNAL AUDITOR

44.   INTERNAL AUDITOR

      44.1  The Board shall appoint an internal auditor in accordance with the
            provisions of the Law.

      44.2  The Internal Auditor shall submit to the audit committee a proposal
            for an annual or periodic work program for its approval. The Audit
            Committee shall approve such proposal subject to the modifications
            which it considers necessary.

      44.3  The General Manager shall be in charge of and supervise the Internal
            auditor's performance of its obligations.


                            IX DIVIDENDS AND PROFITS

45.   DECLARATION OF DIVIDENDS

      45.1  The Board may, from time to time, subject to the provisions of the
            Law, declare a dividend at a rate as the Board may deem considering
            the accrued profits of the Company as set forth in its financial
            statements, and provided that the payment of such dividends will not
            reasonably prevent the Company from meeting its current and expected
            liabilities.

      45.2  Subject to any special or restricted rights conferred upon the
            holders of shares as to dividends, all dividends shall be declared
            and paid in accordance with the paid-up capital of the Company
            attributable to the shares in respect of which the dividends are
            declared and paid. The paid-up capital attributable to any share
            (whether issued at its nominal value, at a premium or at a
            discount), shall be nominal value of such share. Provided, however
            that if the entire consideration for same share was not yet paid to
            the Company, the paid-up capital attribute thereto shall be such
            proportion of the nominal value as the amount paid to the Company
            with respect to the share bears to its full consideration, and
            further provided the amounts which have been prepaid on account of
            shares and the Company has agreed to pay interest thereon shall not
            be deemed, for the purposes of this Article, to be payments on
            account of such shares. In the event no amount has been paid with
            respect to any shares whatsoever, dividends may be declared and paid
            according to the nominal value of the shares.

      45.3  Notice of the declaration of dividends shall be delivered to all
            those entitled to such dividends.

46.   RIGHTS TO PARTICIPATE IN THE DISTRIBUTION OF DIVIDENDS

      46.1  Subject to special rights with respect to the Company's profits to
            be conferred upon any person pursuant to these Articles and the Law,
            all the profits of the Company may be distributed among the members
            entitled to participate in the distribution of dividends.

                                       18

<PAGE>

      46.2  Notwithstanding for foregoing, a holder of shares shall not be
            attributed with the right to participate in the distribution of
            dividends which were declared for a period preceding the date of the
            actual issuance.

47.   INTEREST ON DIVIDENDS

      The Company shall not be obligated to pay, and shall not pay interest on
      declared dividends.

48.   PAYMENT OF DIVIDENDS

      Subject to Article 49, a declared dividend may be paid by wire transfer or
      a check made to the order of the person entitled to receive such dividend
      (and if there are two or more persons entitled to the dividend in respect
      of the same share - to the order of any one of such persons) or to the
      order of such person as the person entitled thereto may direct in writing.
      Same check shall be sent to the address of the person entitled to the
      dividend, as notified to the Company.

49.   PAYMENT IN SPECIE

      Upon the recommendation of the Board, dividends may be paid, wholly or
      partly, by the distribution of specific assets of the Company and/or by
      the distribution of shares and/or debentures of the Company and/or of any
      other company, or in any combination of such manners.

50.   SETTING-OFF DIVIDENDS

      The Company's obligation to pay dividends or any other amount in respect
      of shares, may be set-off by the Company against any indebtedness, however
      arising, liquidated or non-liquidated, of the person entitled to receive
      the dividend.

      The provisions contained in this Article shall not prejudice any other
      right or remedy vested with the Company pursuant to the Articles or any
      applicable law.

51.   UNCLAIMED DIVIDENDS

      51.1  Dividends unclaimed by the person entitled thereto within thirty
            (30) days after the date stipulated for their payment, may be
            invested or otherwise used by the company, as it deems fit, until
            claimed; but the Company shall not be deemed a trustee in respect
            thereof.

      51.2  Dividends unclaimed within the period of seven (7) years from the
            date stipulated for their payment, shall be forfeited and shall
            revert to the Company, unless otherwise directed by the Board

52.   RESERVES AND FUNDS

      52.1  The Board may, before recommending the distribution of dividends,
            determine to set aside out of the profits of the Company or out of
            an assets revaluation fund and carry to reserve or reserves such
            sums as it deems fit, and direct the designation, application and
            use of such

                                       19

<PAGE>

            sums. The Board may further determine that any such sums which it
            deems prudent not to distribute as dividends will not be set aside
            for reserve, but shall remain as such at the disposal of the
            Company.

      52.2  The Board may, from time to time, direct the revaluation of the
            assets of the Company, in whole or in part, and the creation of an
            assets revaluation fund out of the revaluation surplus, if any.

53.   CAPITALIZATION OF PROFITS

      53.1  The Board may capitalize all or any part of the sums or assets
            allocated to the credit of any reserve fund or to the credit of the
            profit and loss account or being otherwise distributable as
            dividends (including sums or assets received as premiums on the
            issuance of shares or debentures), and direct accordingly that such
            sums or assets be released for distribution amongst the members who
            would have been entitled thereto if distributed by way of dividends
            and in the same proportion; provided that same sums or assets be not
            paid in cash or in specie but be applied for the payment in full or
            in part of the unpaid consideration of the issued shares held by
            such members and/or for the payment in full of the consideration (as
            shall be stipulated in said resolution) for shares or debentures of
            the Company to be issued to such members subsequent to the date of
            said resolution, credited as fully paid up.

      53.2  In the event a resolution as aforesaid shall have been adopted, the
            Board shall make all adjustments and applications of the moneys or
            assets resolved to be capitalized thereby, and shall do all acts and
            things required to give effect thereto. The Board may authorize any
            person to enter into agreement with the Company on behalf of all
            members entitled to participate in such distribution, providing for
            the issuance to such members of any shares or debentures, credited
            as fully paid, to which they may be entitled upon such
            capitalization or for the payment on behalf of such members, by the
            application thereto of the proportionate part of the money or assets
            resolved to be capitalized, of the amounts or any part thereof
            remaining unpaid on their existing shares, and any agreement made
            under such authority shall be effective and binding upon all such
            members.


                               X ACCOUNTING BOOKS

54.   ACCOUNTING BOOKS

      54.1  The Board shall cause the Company to hold proper accounting books
            and to prepare an annual balance sheet, a statement of Profit and
            Loss, and such other financial statements as the Company may be
            required to prepare under law.

            The accounting books of the Company shall be held at the office or
            at a place deemed fit by the Board, and they shall be open to
            inspection by the directors.

      54.2  The Board may determine at its sole discretion the terms on which
            any of the accounts and books of the Company shall be open to
            inspection by members, and no member (other than a director) shall
            be entitled to inspect any account or ledger or document of the
            Company unless such right is granted by law or by the Board.

      54.3  At least once a year, the Board shall submit to the Annual Meeting
            financial statements for the period from the previous statement as
            required by Law. The

                                       20

<PAGE>

            balance sheet shall be accompanied by an auditors' report and a
            report by the Board on the position of the Company.


                               XI BRANCH REGISTERS

55.   AUTHORITY TO KEEP BRANCH REGISTERS

      The Company may keep branch registers in any reciprocal state.

56.   PROVISIONS IN RESPECT OF KEEPING BRANCH REGISTERS

      Subject to the provisions contained in the Law, the Board shall be
      authorized to make such rules and procedures in connection with the
      keeping of branch registers as it may, from time to time, think fit.


                                 XII SIGNATURES

57.   THE COMPANY'S SIGNATURE

      57.1  A document shall be deemed signed by the Company upon the
            fulfillment of the following:

            57.1.1 It bears the name of the Company in print;

            57.1.2 It bears the signature of one or more persons authorized
                  therefor by the Board; and

            57.1.3 The act of the person authorized by the Board as aforesaid
                  was within its authority and without deviation therefrom.

      57.2  The signatory rights on behalf of the Company shall be determined by
            the Board.

      57.3  An authorization by the Board as provided in Article 57.2 may be for
            a specific matter, for a specific document or for a certain sort of
            document or for all the Company's documents or for a definite period
            of time or for an unlimited period of time, provided that any such
            authority may be terminated by Board, at will.

      57.4  The provisions of this Article shall apply both to the Company's
            documents executed in Israel and the Company's documents executed
            abroad.


                                  XIII NOTICES

58.   NOTICES IN WRITING

      58.1  Notices pursuant to the Law, the Memorandum and the Articles shall
            be made in the manner prescribed by the Board from time to time.

                                       21

<PAGE>

      58.2  Unless otherwise prescribed by the Board, all notices shall be made
            in writing and shall be sent by mail.

59.   DELIVERY OF NOTICES

      59.1  Each member and each director shall notify the Company in writing of
            his address for the receipt of notices, documents and other
            communications relating to the Company, it's business and affairs.

      59.2  Any notice, document or other communication shall be deemed to have
            been received at the time received by the addressee or at its
            address, or if sent by registered mail to same address - within
            seven (7) days from its dispatch, whichever is earlier.

      59.3  The address for the purposes of Article 59.2 shall be the address
            furnished pursuant to Article 59.1, and the address of the Company
            for the purposes of Article 59.2 shall be its registered address or
            principal place of business.


                           XIV INDEMNITY AND INSURANCE

60.   INDEMNITY OF OFFICERS

      60.1  The Company may indemnify any officer for any of the following:

            60.1.1 A monetary liability imposed upon an officer for the benefit
                  of another person by a judgment, including a judgment giving
                  effect to a compromise and an arbitration award approved by a
                  court, with respect to an act performed by same officer in his
                  capacity as an officer of the Company;

            60.1.2 Reasonable litigation expenses, including attorney's fees,
                  incurred by an officer or imposed upon him by a court, in a
                  proceeding brought against him by the Company or on its behalf
                  or by another person, or in a criminal proceeding in which he
                  was acquitted, or in a criminal proceeding in which he was
                  convicted of a crime that does not require proof of criminal
                  intent, and all with respect to an act thereby performed in
                  his capacity as an officer of the Company.

      60.2  The Company may:

            60.2.1 Undertake in advance to indemnify an officer, provided that
                  the undertaking be limited to categories of events which in
                  the Board's opinion can be foreseen when the undertaking to
                  indemnify is given, and to an amount established by the Board
                  as reasonable under the circumstances; or

            60.2.2 Indemnify the officer retroactively.

61.   INSURANCE OF OFFICER

      The Company may enter into an agreement for the insurance of the liability
      of an officer, in whole or in part, with respect to any liability which
      may imposed upon such officer as

                                       22

<PAGE>

      a result of an act performed by same officer in his capacity as an officer
      of the Company, for any of the following:

      61.1  A breach of a cautionary duty toward the Company or toward another
            person;

      61.2  A breach of a fiduciary duty toward the Company, provided the
            officer acted in good faith and has had reasonable ground to assume
            that the act would not be detrimental to the Company;

      61.3  A monetary liability imposed upon an officer toward another;


                                  XV WINDING UP

62.   DISTRIBUTION OF ASSETS

      If the Company be wound up, then, subject to provisions of any applicable
      law and to any special or restricted rights attached to a share, the
      assets of the Company in excess of its liabilities shall be distributed
      among the members in proportion to the paid-up capital of the Company
      attributable to the shares in respect of which such distribution is being
      made. The paid-up capital attributable to any share (whether issued at its
      nominal value, at a premium or at a discount), shall be a nominal value of
      such share, provided, however, that if the entire consideration for same
      share was not yet paid to the Company, the paid-up capital attributable
      thereto shall be such proportion of the nominal value as the amount paid
      to the Company with respect to the share bears to its full consideration.

                                       23

<PAGE>

                                TABLE OF CONTENTS


SUBJECT                                             PAGE


I  PRELIMINARY

Interpretation                                           1

Name                                                     2

Purpose and Objective                                    2


II  SHARE CAPITAL

Share Capital                                            2

Limited Liability                                        2

Alteration of Share Capital                              2

III  SHARES

Rights Attached to Shares                                3

Issuance of Shares                                       3

Share Certificates                                       4

Owners of Shares                                         4

Calls on Shares                                          4

Forfeiture and Surrender                                 5

Lien                                                     6

Sale of Shares after Forfeiture or Surrender or
in Enforcement of Lien                                   7

Redeemable Shares                                        7

Effectiveness of Transfer of Shares                      7

Procedure on Voluntary Transfer of Shares                7

Transfer of Shares                                       7

Issuance of Shares                                       8


<PAGE>

IV  GENERAL MEETING

Annual  Meeting                                          9

Extraordinary Meeting                                    9

Notice of General Meetings                               9

Quorum                                                  10

Chairman                                                10

Adoption of Resolution at General Meetings              10

Voting Power                                            11

Attendance and Voting Rights at General Meeting         11

V  BOARD OF DIRECTORS

Powers of the Board                                     12

Exercise of Powers of the Board                         12

Committees of Directors                                 13

Number of Directors                                     13

Appointment and Removal of Directors                    13

Qualification of Directors                              14

Vacation of Director's Office                           14

Remuneration of Directors                               14

Conflict of Interests                                   15

Alternate Director                                      15

Meeting of the Board                                    16

Convening Meetings of the Board                         16

Quorum                                                  17

Chairman of the Board                                   17

VI  GENERAL MANAGER

General Manager                                         17


<PAGE>

VII  MINUTES OF THE BOARD

Minutes                                                 17

VIII  INTERNAL AUDITOR

Internal Auditor                                        18

IX  DIVIDENDS AND PROFIT

Declaration of Dividends                                18

Rights to Participate in the Distribution of Dividends  18

Interest on Dividends                                   19

Payment of Dividends                                    19

Payment in Specie                                       19

Setting-Off Dividends                                   19

Unclaimed Dividends                                     19

Reserves and Funds                                      19

Capitalization of Profits                               20

X  ACCOUNTING BOOKS

Accounting Books                                        20

XI  BRANCH REGISTERS

Authority to keep Branch Registers                      21

Provisions in respect of keeping Branch Registers       21

XII  SIGNATURES

The Company's Signature                                 21

XIII  NOTICES

Notices in Writing                                      21

Delivery of Notices                                     22

XIV  INDEMNITY AND INSURANCE

Indemnity of Officers                                   22

Insurance of Officer                                    22

XV  WINDING UP

Distribution of Assets                                  23



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a2032565zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>


<PAGE>

                                                                     Exhibit 5.1

                      [LETTERHEAD OF SHIMONOV BARNEA & CO.]





                                December 21, 2000


Nur Macroprinters Ltd.
5 David Navon Street
Magsimim
ISRAEL



Re:   NUR MACROPRINTERS LTD. - REGISTRATION STATEMENT ON FORM F-3
      -----------------------------------------------------------


Dear Sirs;

      We have acted as special Israeli counsel for Nur Macroprinters Ltd., an
Israeli company (the "CORPORATION"), in connection with the preparation and
filing under the United States Securities Act of 1933, as amended (the "ACT"),
of a registration statement on Form F-3 (the "REGISTRATION STATEMENT") with the
Securities and Exchange Commission in connection with the registration of:

      (i)   Up to 748,223 Ordinary Shares, par value NIS 1.0 each, of the
            Corporation, purchased by certain investors pursuant to a Share
            Purchase Agreement of August 10, 2000, entered by and among the
            Company and each of the investors, which are to be sold by such
            investors, as detailed in the Registration Statement (the
            "INVESTORS' SHARES"), and

      (ii)  up to 37,411  Ordinary  Shares,  par value NIS 1.0 each,  of the
            Corporation issuable upon exercise of Warrants granted by the
            Corporation to Investec Clali - Trust Company Ltd. as a trustee for
            certain entities, which are to be sold by such trustee, as detailed
            in the Registration Statement (the "WARRANT SHARES").

      As such special counsel, we have examined originals and copies, certified
or otherwise identified to our satisfaction, of all such agreements,
certificates and other statements of the Corporation's officers and other
representatives, and other documents as we have deemed necessary as a basis for
this opinion. In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with the originals of all documents submitted to us as copies. We
have, when relevant facts material to our opinion were not independently
established by us, relied, to the extent we deemed such reliance proper, upon
written or oral statements of officers and other representatives of the
Corporation.

                                   1 of 2
<PAGE>

      In giving the opinion expressed herein, no opinion is expressed as to the
laws of any jurisdiction other than the State of Israel.

      Based upon and subject to the foregoing, we are of the opinion that:

      (i)   The Investors' Shares have been duly and validly authorized and are
            validly issued, fully paid and non-assessable.

      (ii)  The Warrant Shares have been duly authorized for issuance by the
            Corporation, and upon issuance and delivery against payment
            therefor, will be validly issued, fully paid and non-assessable.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reference to
our name under the heading "Legal Matters" in the Registration Statement.


                                          Very truly yours,


                                          /s/ Shimonov Barnea & CO.
                                          -------------------------
                                          Shimonov Barnea & Co.

                                   2 of 2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>4
<FILENAME>a2032565zex-5_2.txt
<DESCRIPTION>EXHIBIT 5.2
<TEXT>


<PAGE>

                                                                     Exhibit 5.2

                     [LETTERHEAD OF NUR MACROPRINTERS LTD.]






                                December 18, 2000

NUR Macroprinters Ltd.
5 David Navon Street
Magsimim
Israel

            Re:  NUR MACROPRINTERS LTD. - REGISTRATION STATEMENT ON FORM F-3
                 -----------------------------------------------------------

Dear Sirs:

            I have acted as general counsel to NUR Macroprinters Ltd., an
Israeli company (the "Corporation"), in connection with the preparation and
filing under the United States Securities Act of 1933, as amended, of a
registration statement on Form F-3 (the "Registration Statement") with the
Securities and Exchange Commission, relating to the registration of:

            Up to 666,667 Ordinary Shares, par value NIS 1.0 each, of the
            Corporation, comprising part of the existing issued share capital of
            the Corporation, which are to be sold by Jasbir Limited, as detailed
            in the Registration Statement (the "Jasbir Limited Shares").

            As such general counsel, I have examined originals and copies,
certified or otherwise identified to my satisfaction, of all such agreements,
certificates and other statements of the Corporation's officers and other
representatives, and other documents as I have deemed necessary as a basis for
this opinion. In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity with the originals of all documents submitted to me as copies. I
have, when relevant facts material to my opinion were not independently
established by me, relied, to the extent I deemed such reliance proper, upon
written or oral statements of officers and other representatives of the
Corporation.

            In giving the opinion expressed herein, no opinion is expressed as
to the laws of any jurisdiction other than the State of Israel.

            Based upon and subject to the foregoing, I am of the opinion that:

            The Jasbir Limited Shares have been duly and validly authorized and
            are validly issued, fully paid and non-assessable.

<PAGE>

            I consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to our name under the headings "Legal Matters" in the Registration
Statement.

                                          Very truly yours,


                                          /s/ Neta Bloch
                                          -----------------------------
                                              Neta Bloch


                                       2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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