A beam homogenizer for transforming a beam of laser-radiation into a flat-top intensity distribution having brighter or darker edges comprises a first lens array, a second lens array, and a positive lens. The first lens array includes a plurality of lens elements that are separated by gaps having no optical power. Brighter or darker edges are produced by selecting a distance between the first and second lens arrays that is less than or greater than the focal length of lens elements in the second lens array.