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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   May 16, 2008   Mr. Dan S. Suesskind Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street PO Box 3190 Petach Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Year Ended December 31, 2007  Filed February 29, 2008  File No. 000-16174

Dear Mr. Suesskind:

We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your Form  20-F in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 20-F for the Fiscal Year Ended December 31, 2007

Item 5:  Operating and Financial Review and Prospects
 Results of Operations

 Other Income Statement Line Items

 Gross Profit, page 56

 1. You disclose one of the factors for th e increase in gross margin in 2007 is
“…sales of products under settlement agre ements where the pr ofit split is being

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 2
 recorded under SG&A and th erefore favorably affect the gross margin.”   Please
expand your disclosure to identify the se ttlement agreements where the profit is
split and how the profit split is calculated.   Explain to us your basis for recording
the profit split in SG&A a nd the authoritativ e accounting literature relied upon.
 Revenue Recognition and Sales Rese rves and Allowances, page 62

 2. To the extent that the provisions or endi ng balances of “other sales reserves and
allowances” presented in the table on pa ge 64 are individually  material, please
revise the table to provide a separate roll-forward schedule for each material
reserve or allowance.
 Liquidity and capital Resources, page 67

 3. You disclose that the increase in inventorie s was “in large part due to an effort to
increase service levels.”  Please revise your disclosure to clarify what you mean
by increasing service levels and discuss the other factors that caused the increase
in inventories.
 4. Your disclosure of free cash flow does not appear to meet the requirements of
Item 10(e)(1) of Regulation S-K.  Please revise your disclosure to provide a
reconciliation with the most directly  comparable GAAP financial measure,
disclose all material limitations of this non-GAAP measure, and why this non-
GAAP measure provides useful information to  investors.  Please refer to Question
#13 to our “Frequently Asked Questions  Regarding the Use of Non-GAAP
Financial Measures”.
 Item 19. Exhibits, page 102

5. We note that you disclose the acquisition of  Ivax Corporation in January 2006 for
a total consideration of $7.9 billion.  Please amend your filing to include the
agreements relating to this acquisition in the exhibits to Form 20-F.

6. We note that you lease certain of your f acilities including you r principal executive
offices, Israel headquarters, and United States headquarters.  Please amend your
filing to provide any agreement relating to these material leases as exhibits to Form 20-F.

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 3
 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 1 – Significant Accounting Policies

 t. Shipping and Handling Costs, page F-15

 7. Please revise your disclosure to quantify the shipping and handling costs incurred
during each of the opera ting periods presented.
 Note 4 – Goodwill and Intangible Assets

 b. Intangible Assets, page F-21

 8. You disclose that intangible assets are mainly product rights.  We believe
amortization related to acquire d developed products should be included in cost of
sales.  Please revise your disclosure to clarify which income statement line item includes amortization of product rights a nd refer to the guidance in SAB Topic
11:B.

*    *    *    *

Please amend your Form 20-F and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your responses to our comments and provide any requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter on EDGAR under the form type label CORRESP.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 4
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Don Abbott,
Senior Staff Accountant, at (202) 551-3608 if you have  questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Bryan Pitko, Staff Attorney at (202)
551-3203 or Jeffrey Riedler, Assistant Direct or at (202) 551-3715 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant