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                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

June 2, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:       Teva Pharmaceutical Industries Limited
          Form 20-F for the Fiscal Year Ended December 31, 2007
          Filed February 29, 2008
          File No. 000-16174
          ------------------

Dear Mr. Rosenberg:

     On behalf of Teva Pharmaceutical Industries Limited ("Teva" or the
"Company"), set forth below is Teva's responses to the comments of the staff
(the "Staff") of the Securities and Exchange Commission ("SEC") contained in
your letter dated May 16, 2008 to Dan S. Suesskind, Teva's Chief Financial
Officer. For your convenience, we have set forth below the Staff's comments in
italics, followed by Teva's responses thereto. As noted below, we propose to
make any enhancements to our disclosure in our next Annual Report on Form 20-F
for the Fiscal Year Ended December 31, 2008.

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
---------------------------------

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 2

Gross Profit, page 56
---------------------

1.   You disclose one of the factors for the increase in gross margin in 2007 is
     "...sales of products under settlement agreements where the profit split is
     being recorded under SG&A and therefore favorably affect the gross margin."
     Please expand your disclosure to identify the settlement 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 and the authoritative
     accounting literature relied upon.

From time to time, Teva enters into agreements settling patent litigation with
branded companies. Payments under these arrangements are generally based on a
percentage of net sales, gross margin or operating margin for a specific product
or group of products. Significant settlement agreements are described in Item 4
in Teva's 2007 Form 20-F under "Recent Patent Litigation Settlements."

Teva classifies expenses related to settlements based on the details of the
specific arrangement. The principal factor in such determination is whether the
third party is somehow involved in the production process of the product.
Accordingly, if the third party is a producer or supplier of product or a
product component, such payments are included as part of cost of sales.
Conversely, if the third party has no involvement in the production process of
the product but rather is otherwise involved in facilitating Teva's access to
the market, such payments are generally viewed as marketing costs and are
included within selling, general and administrative expenses. In determining the
specific income statement line item under which such payments are to be
reported, Teva considers, in addition to whether or not the third party is
involved in the production process, the contractual basis for computing the
amounts due to the third party -- whether as a percentage of gross profit,
operating profit or net sales - as well as the impact of any other agreements
Teva may have with the third party.

In response to this comment, Teva proposes to clarify its policy on the
accounting of royalty expenses by adding the following to its 2008 Form 20-F in
the "Critical Accounting Policies" section of Item 5:

          Expenses  incurred in relation to third party cooperation
          arrangements, including certain litigation settlements, are
          recorded as incurred and generally included in cost of sales
          where the third party is a supplier of product or related
          product components. In other cases, payments are generally
          considered marketing costs and are included in selling,
          general and administrative expenses.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 3

Revenue Recognition and Sales Reserves and Allowances, page 62
--------------------------------------------------------------

2.   To the extent that the provisions or ending balances of "other
     sales reserves and allowances" presented in the table on page 64
     are individually material, please revise the table to provide a
     separate roll-forward schedule for each material reserve or
     allowance.

The table separately breaks down: (i) reserves included in accounts receivable
net, (ii) chargebacks and (iii) returns. "Other sales reserves and allowances"
includes all of the other items described in the "Revenue Recognition and Sales
Reserves and Allowances" section of Teva's discussion of critical accounting
policies included in Item 5. These other items are not broken out separately
within the sales reserves and allowances table; however, the majority of the
"other sales reserves and allowances" amount represents various rebates for
customers and others.

For the year ended December 31, 2007, items other than rebates represented
approximately 6% of the provision balance as well as 6% of total provisions for
the year. Teva does not believe any of these remaining "other" items are
material at this time. Teva continually monitors the levels and sources of such
reserves and will include the relevant disclosure of items that are material to
its results of operations. In addition, in response to this comment, to give
greater prominence to the rebates that comprise the majority of this item, Teva
proposes to change the title of this column in its 2008 Form 20-F to "Rebates
and other sales reserves and allowances."

Liquidity and Capital Resources, page 67
----------------------------------------

3.   You disclose that the increase in inventories 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.

The phrase "to increase service levels" was intended to convey the idea that
inventories were augmented to improve Teva's ability to meet customer
requirements for products that may have otherwise been in short supply. Given
the commodity-like nature of many generic products, on-time delivery and service
to customers is a key competitive factor, and Teva elected to increase the
levels of its inventories for certain products to improve its ability to
promptly respond to special needs of its customers. For example, due to its size
and capacity, Teva is regarded as a an important alternate source for various
retailers that find themselves unable to receive adequate supply from their
primary source. Teva uses this ready supply to its advantage in obtaining new
awards from these retailers. In response to this comment, to the extent relevant
in its 2008 Form 20-F, Teva would expand its disclosure regarding material
increases in inventory to clarify what is meant by increasing service levels, as
described above.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 4

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."

In response to the SEC's comment, in its future Form 20-F filings, Teva will
refrain from referring to "free cash flow." However, given the importance
ascribed to financial measures of this nature by investors and others, as well
as by Teva management, Teva would expect to include disclosure along the
following lines: "Cash generated by operations, net of capital expenditures of
$____ and dividends of $_____, amounted to $_____ in [period]."

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.

Teva has not incorporated by reference the Agreement and Plan of Merger relating
to the Ivax acquisition in its 2007 Form 20-F, as it believes it is no longer a
material agreement required to be so incorporated by reference. (It was
incorporated by reference into Teva's Form 20-F for both 2006 and 2005.) In this
regard, we note that this agreement was entered into on July 25, 2005, the
transaction closed on January 26, 2006 (over two years before the filing date of
the 2007 Form 20-F) and there are no longer any material obligations thereunder.

6.   We note that you lease certain of your facilities including your
     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.

Teva does not believe that the leases relating to either its principal executive
offices (its Israel headquarters) or its United States headquarters are material
to the Company, either from a financial point of view or operationally, as it
believes that such facilities could be replaced were it to become necessary,
without material disruption to its business. Accordingly, it does not consider
these leases to be material agreements required to be filed with its Form 20-F.

Consolidated Financial Statements
---------------------------------

Notes to Consolidated Financial Statements
------------------------------------------

Note 1 - Significant Accounting Policies
----------------------------------------

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 5

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 operating periods
     presented.

Teva did not disclose further detail regarding the amount of shipping and
handling costs incurred (which represented between 1.2% and 1.6% of net sales
during the periods presented), as it does not believe such information is
material.

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 acquired 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 and refer to the guidance in SAB
     Topic 11:B.

Teva records amortization of developed products acquired in business
combinations under cost of sales. When specific marketing or distribution rights
are acquired, Teva records the derived amortization under selling and marketing
expenses.

In response to this comment, Teva proposes to add the following disclosure to
its 2008 Form 20-F under Note 1h to its financial statements (Definite life
intangibles assets):

          Amortization of acquired developed products is recorded under cost
          of sales. Amortization of marketing and distribution rights is
          recorded under selling, general and administrative expenses.

                              * * * * * *

In submitting this response to the Staff's comments, on behalf of Teva, we
acknowledge that:

          o    the Company is responsible for the adequacy and
               accuracy of the disclosure in its filings with the SEC;

          o    Staff comments or changes to disclosure in response to
               Staff comments do not foreclose the SEC from taking any
               action with respect to the filings; and

          o    the Company may not assert Staff comments as a defense
               in any proceeding initiated by the SEC or any person
               under the federal securities laws of the United States.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 6

     Should any member of the Staff have any questions or comments
concerning this letter, please do not hesitate to call me at (212)
728-8592 or Peter Jakes of this office at (212) 728-8230.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:   Bryan Pitko (SEC)
      Don Abbott (SEC)
      Kei Ino (SEC)
      Dan S. Suesskind (Teva)
      Eyal Desheh (Teva)
      Uzi Karniel (Teva)
      Peter H. Jakes (Willkie Farr)

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