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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    May 17, 2010   Mr. Eyal Desheh Chief Financial Officer  Teva Pharmaceutical Industries Limited     5 Basel Street P.O. Box 3190 Petach, Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Fiscal Year Ended December 31, 2009
File No. 000-16174
 Dear Mr. Desheh:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    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.
 Item 5: Operating and Financial Review and Prospects

 Results of Operations

Sales by Product Line, page 54

1. You have described but not quantified the factors that have driven sales growth
for your generic products. Please quantif y the impact on your generic product
sales due to the specific factors descri bed in your analysis of sales growth by

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited     May 17, 2010 Page 2
 geographic area for each period presented.  In revising your disclosure, ensure
that you address all elements encomp assed by Item 5A.1 of Form 20-F.

Tax Rate, page 63

2. You disclose that the lower effective tax rate in 2009 wa s “primarily due to legal
settlements, restructuring and impairment charges that reduced pre-tax income in
jurisdictions of subsidiaries, whose tax ra tes are above Teva’s average tax rate.”
Revise your disclosure herein to quantify the effect of each of these charges in
lowering the effective tax rate and the reason why each reduced the effective tax
rate as compared to the 2008 rate.  Tell us  where each is includ ed within the rate
reconciliation in Note 14.b. to your financial statements.   Further, it appears to us
that there may be significant changes in  the reconciling items within your rate
reconciliation during 2009 as  compared to 2008 that are unrelated to the legal
settlements, restructuring and impairment charges, such as tax benefits arising
from reduced tax rates under benefit programs, uncertain tax positions, acquisition
of IPR&D and release of prior years’ provisions. Revise your disclosure to
explain why each reconciling item changed during 2009 as compared to 2008, and to quantify its effect on your effective tax rate in 2009 as compared to 2008.
Further, disclose the expected effect on future operations and financial position of
any known events, trends, uncertainties or commitments related to these
reconciling items.

Notes to Consolidated Financial Statements

 Note 1—Significant Accounting Policies

q. Research and development expenses, page F-13
3. Please refer to your disclosure that “in-pr ocess R&D acquired as part of an asset
purchase is expensed as incurred.”  Please tell us how your accounting policy
complies with ASC 730-10-25-2c, which pr escribes that intangible assets
acquired from others may be capita lized under certain circumstances.
 Note 12—Commitments and Contingencies

 Intellectual Property Matters, page F-33

4. You disclose that currently a numbe r of products launched from 2004 through
2009 are subject to patent litigation and that resulting judgments against Teva could be material to its results of operati ons in a given period.  Please revise to
disclose the loss contingency accruals at December 31, 2009 and an estimate of
the related possible loss or range of loss or state that such estimates cannot be
made. Refer to ASC 450-20-50.
*    *    *    *

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited     May 17, 2010 Page 3
    Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish 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
• 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 Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
these comments. In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant