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CORRESP
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     CORRESP

September
12, 2005

Division
of Corporation Finance

Securities and Exchange Commission

450 Fifth Street N.W.

Washington,
D.C. 20549

     Attn.
          Mr. Larry Spirgel, assistant director

Re:
Crow Technologies 1977 Ltd.

Form 20-F for fiscal year ended December 31, 2004

Filed: July 14, 2005

File No. 0-13844

Ladies and Gentlemen:

        This
letter is submitted on behalf of Crow Technologies 1977 Ltd. (the “Company” or
“Crow Technologies”) in response to the comments of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission regarding the Annual Report
on Form 20-F for the year ended December 31, 2004.

Our
numbered responses below correlate to the numbers in Staff comment letter dated August 25,
2005.

                    1.

                    According to Staff’s request set forth below are our response to comments
                    7, 17, 18 and 19 in its letter dated September 13, 2002, issued on the Form 20-F
                    for the year ended December 31, 2001.

                    a.

                    In response to the Staff’s comment #7 in its letter dated September 13,
                    2002, please note that the third party together with whom the Company
                    established Actech Access Technologies Ltd., is Camden Trading Ltd. Inc. This
                    information was disclosed by the Company on page 19 and in Exhibit 4.6 to the
                    Company’s Form 20-F for the year ended 2002.

                    b.

                    In response to the Staff’s comment #17 in its letter dated September 13,
                    2002, the price differences in the two acquisitions were as follows:

     Acquisition
     Date of

Acquisition
     Market price Per

share (in USD)1
     Purchase Price

Per share (in USD)
     Number of

Shares issued

     Crow Australia

     April 1, 2001

       6.4

       10.4

       26,900

     Arrow Head
     January 1, 2001
       6.4

       14.8

       25,000

          1 The price of $6.4 was calculated as the volume weighted average market price of
          the Company’s shares during the first five months of 2001.

APB 16 states in paragraph 74 that
“...the quoted market price of an equity security issued to effect a business
combination may usually be used to approximate the fair value of an acquired company
after recognizing possible effects of price fluctuations, quantities traded, issue costs,
and the like.”

During the first five months of 2001,  there was little or hardly any trade in the  Company’s  shares and the
cumulated  trade volume in said period was of a total of  approximately  125,100 shares.  In addition,  there
were many days on which  there was no trade in the shares at all.  Furthermore,  the  following  transactions
indicated  that the  market  price of the  Company’s  shares did not  provide a reliable  measure of the fair
value of the Company shares that were issued as part of the Crow Australia and Arrow Head acquisitions:

During January 2001, one of the Company’s principal
shareholders sold 804,365 shares of the Company in exchange for
$ 1.16 million and 2,339 ordinary shares of Silverboim Holdings Ltd. (“Silverboim”), the then controlling
shareholder in the Company. The value of said 2,339 ordinary shares was $7.2 million, based on a cash transaction
that took place two months later. During March 2001, Silverboim issued 1,072 ordinary shares to one of its
shareholders in exchange for a cash amount of about $ 3.3 million (i.e. $3,078 per Silverboim share). Therefore, a
cash for shares transaction ($1.16 million) that together with the shares exchange transaction (2,339 shares)
represents a price per share of $10.4 for the Company’s shares, which, as indicated in the table above, is higher
than the market price per share. Based on the cash transaction in Silverboim and the exchange of the Company’s
shares for Silverboim’s shares, it was determined that the fair value of the Company’s shares during this period was
$ 10.4 per share.

In view of the aforementioned, the
Company decided that the market share price is not a reliable indicator of the fair value
of the shares that were issued.

In the Arrow Head acquisition the
Company used the price per share of $14.8 which was in accordance with the acquisition
agreement instead of the price per share of $10.4 as discussed above. However, the
difference between the acquisition price ($14.8) and $10.4, multiplied by the amount of
shares issued pursuant to this transaction (25,000) was immaterial and thus was not
corrected. Immateriality was considered in respect of total assets (approximately
0.5%) and in respect of the statements of operations (annual amortization of $22,000).

The Company believes that this
treatment is in accordance with US GAAP and therefore no reconciliation is required.

Furthermore, the Company advises the
Staff that had the Company used the market price of its shares (which is lower than the
prices that were used in said acquisitions), negative goodwill would have resulted. Since
the acquisitions did not involve the acquisition of significant assets besides the
intangible assets, such negative goodwill would have been used to reduce the amounts
assigned to the intangible assets acquired. Hence, the expenses related to the
amortization of the intangibles acquired would have been lower for each year presented as
follows:

     Intangibles related to:
     Annual amortization expenses
difference

     US dollar

     Crow Australia acquisition

       21,520

     Arrow Head acquisition
       42,000

                    c.
                    In response to Staff's comment
#18 in its letter dated September 13, 2002, the excess cost over the fair value of
the net tangible assets acquired in the Arrow-Head acquisition was allocated to technology-based intangible assets.
These technology-based intangible assets include unpatented technology that was developed by Arrow-Head and is used
in its products and production processes in the fields of control panels. After acquiring control of Arrow-Head, the
Company used these technology and production processes in order to produce control panel products in its production
facilities in Israel.

The
Company determined the amortization period to be 5 years based on its estimation of the
useful life of the technology acquired and the estimated useful life period of the
products (control panel) acquired.

The
Company believes that the accounting treatment used is in compliance with APB 16 and with
SFAS 141 and 142 since the abovementioned intangible assets can be sold separately. The Company
revised the term “know-how” in its 2002 financial statements to
“Technology-based intangible assets”.

                    d.

                    In response to the Staff’s comment #19, the excess cost over the fair value
                    of the net tangible assets acquired in the Crow Australia acquisition was
                    allocated mainly to marketing and customer-related intangibles assets. The
                    Company decided to acquire an interest in Crow Australia in order to enable it
                    to take charge of the marketing policy in that region. Crow Australia was the
                    sole distributor of the Company’s products in Australia and had a customer
                    list. The Company wanted to insure that Crow Australia’s relationship with
                    these customers would be in the control of the Company. Therefore the Company
                    ascribed the excess cost to marketing and customer-based intangible assets and
                    in compliance with APB 16 and SFAS 141 and 142. The Company revised the term
“marketing rights” in its 2002 financial statements to “customer related intangible
assets”.

The
Company determined the amortization period to be 5 years based on its estimation of the
period in which it could use the customer list relating to the existing line of products.

               2.

               In response to Staff comment, the reclassification of NIS 638 thousands from
               “deferred taxes on income” in “long term liabilities” to
               “deferred income tax” in “other accounts receivable” in
               “current assets” did not have any effect on the consolidated
               statements of operations for the year ended December 31, 2003. Amounts that
               should have been classified in short term liabilities in 2003, in conformity
               with the Company’s policy in previous years and in the year 2004, were not
               classified so. Hence, in 2004, the Company reclassified those 2003 amounts.
               Since the amounts were reclassified as short term, the Company netted the short
               term deferred tax liabilities from its short term deferred tax assets that
               relate to the same tax jurisdiction.

               3.

               In response to Staff comments, the Company considers revenue recognition to be a
               critical policy. Revenue recognition involves judgment related to collectability
               and requires the Company to comply, among others, with the other three basic
               revenue recognition criteria. Although once determined, such policy does not
               change often, the initial determination requires significant consideration of
               the accounting guidance (such as the determination of the Company having an
               evidence of an arrangement, fixed fee and the determination of when delivery has
               occurred). Due to the importance given to reported revenues and in light of
               market sensitivity to the subject, the Company determined that revenue
               recognition policy is a critical accounting policy.

With
respect to allowances for doubtful accounts, the Company has a limited number of major
customers with a large and material sales volume. Accordingly, the Company views
allowance for doubtful accounts to be a critical accounting policy that involves
significant judgment.

As
for the Company’s accounting policies for inventories and impairment of property and
equipment and intangible assets, the Company acknowledges that accounting should be
considered among critical accounting policies and will include such discussion in future
filings.

Regarding
the Staff request to disclose in future filings how accurate the estimates of the net
realizable revenue have been in the past and provide sensitivity analysis depicting
reasonably likely scenarios had other variables been chosen in the determination of our
estimates, we assume that the Staff request is in regard to the net realizable value of
the inventory and accept the Staff request to disclose in future filings how accurate the
estimates of the net realizable value of the inventory have been in the past and provide
sensitivity analysis depicting reasonably likely scenarios had other variables been
chosen in the determination of our estimates

4.
In
response to Staff comments, we do not have any continuing involvement or
               significant post-sales commitments regarding our sales (besides of
customary                warranty), in addition, our sales do not involve
multiple elements.

Our
standard product warranty is for a term ranging between one to five years, depending, inter alia, on
the specific product. Based on past experience, we did not have any material warranty
expenses and therefore do not make any provisions for
warranty in our financial statements.

5.
In
response to Staff comments, we accept the Staff request to disclose in future
               filings the changes in each material component of the “Cost of sales”               line
item disclosed on page F-40 in the Company’s Form 20-F for the year
               ended December 31, 2004.

6.
In response to Staff comments, the Company holds
34% of the voting rights in the affiliate and the only type of
shares that the Company holds in the affiliate are ordinary. In 2001 the affiliate issued convertible preferred
shares to a third party for a consideration of $3,000,000. The preferred shares entitle their holders to liquidation
(and deemed liquidation) preference (the preferred shares shall be entitled to receive, prior to and in preference
to any payments by the Affiliate to any of the holders of any other classes of shares, an amount equal to the
original amount paid in respect of their shares plus interest). Prior to the issuance of the preferred shares the
Company’s investment in the affiliate’s equity according to US GAAP was nil (at the time of the issuance of the
preferred share, the Company had, in addition to the investment in the affiliate’s shares, a balance of a loan to
the affiliate at the amount of approximately $500,000). As a result of the issuance, the Company recorded capital
gain under Israeli GAAP and recorded its share in the affiliate losses since. According to US GAAP, the Company
applied, by analogy, SAB topic 5.H (question number 3) which states that “With respect to issuances of stock
options, warrants, and convertible and other similar securities, gain should not be recognized before exercise or
conversion into common stock, and then only provided that realization of the gain is reasonably assured” and thus
did not record any capital gain from the issuance of the shares in the affiliate in 2001. As such, and since the
Company’s balance of a loan to the affiliate is senior to the preferred shares, the Company, in accordance with EITF
99-10, did not record any equity losses/income (the affiliate’s shareholders’ equity is still positive but less than
the $3,000,000 invested by the preferred shareholders).

The Company acknowledges that it is
responsible for the adequacy and accuracy of the disclosure in the filings. Staff comments
or changes to disclosure in response to staff comments in the filings reviewed by the
staff do not foreclose the Commission from taking any action with respect to the filing.
The Company may not assert staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of the United States.

If you have any questions about this
response, please feel free to call the undersigned at +972-3-9726000.

Very truly yours,

Jacob Batchon

Financial Officer
Crow Technologies 1977 Ltd.