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Mail Stop 6010                                                                                                   September 24, 2008   Mr. William S. Marth Chief Executive Officer  Teva Pharmaceuticals USA, Inc. 1090 Horsham Road  North Wales, Pennsylvania 19454-1090

Re: Teva Pharmaceutical Industries Limited  Registration Statement on Form F-4   Filed September 16, 2008  File No. 333-153497

Dear Mr. Marth:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review 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  comment 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 F-4

 THE MERGER, page 31

1. We note that Lehman Brothers Inc. served as your financial advisor.  If you
have received a report, opinion, or appraisa l from Lehman Brothers Inc. that is
related to your transaction with Barr Pharmaceuticals, Inc., please provide all information required by Item 4(b) of Form F-4 and Item 1015 of Regulation M-A.  Please note that any such report, opinion, or appraisal must also be furnished as an exhibit under Item 21(c) of Form F-4.

Mr. William S. Marth
Teva Pharmaceutical Industries Limited  September 24, 2008 Page 2

If Lehman Brothers Inc. did not provide  a report, opinion or appraisal, please
describe the services they provided as your financial advisor.

*    *    *    *

As appropriate, please amend your registration statement in response to this
comment.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comment.      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 information required under the Securities Exchange Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:     should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the

Mr. William S. Marth
Teva Pharmaceutical Industries Limited  September 24, 2008 Page 3
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
Please contact Bryan Pitko at (202)  551-3203, Suzanne Hayes at (202) 551-3675
or me at (202) 551-3715 with any questions.

Sincerely,

Jeffrey Riedler  Assistant Director
  cc:  Peter H. Jakes
Jeffrey S. Hochman Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099