SecProbe.io

CORRESP
1
filename1.htm

RESPONSE LETTER

[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR

September 25, 2008

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Riedler,

Assistant Director

       Re:  Teva Pharmaceutical Industries Limited

                Registration Statement on Form F-4

                Filed September 16, 2008

                File No. 333-153497

Dear Mr. Riedler:

     On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth
below is Teva’s response to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission to the above-referenced Registration
Statement on Form F-4 (the “Registration Statement”), which was furnished by
your letter dated September 24, 2008 to William S. Marth. For your
convenience, we have set forth below the Staff’s comment in italics, followed
by Teva’s response thereto.

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 appraisal from Lehman Brothers Inc.
that is related to your transaction with Barr Pharmaceuticals, 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.

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

Item 4(b) of Form F-4 provides that “[if] a report, opinion or appraisal
materially relating to the transaction has been received from an outside party,
and such report, opinion or appraisal is referred to in the prospectus, furnish
the information called for by Item 9(b)(1) through (6) of Schedule 13E-3
(§240.13e-100 of this chapter) [emphasis added].”

Lehman Brothers Inc. (“Lehman Brothers”), Teva’s financial advisor in
connection with the proposed merger, is mentioned only once (on page 31) in the
Registration Statement (other than a passing reference in the merger agreement
itself, which is included as Annex A) in reference to certain of its
representatives’ attendance at negotiation sessions between executives of Teva
and Barr Pharmaceuticals, Inc. (“Barr”). As the transaction will be submitted
to a vote of only Barr’s stockholders, and no holders of Teva’s shares
(including Teva’s American Depository Shares) will vote on the transaction, the
proxy statement/prospectus included in the Registration Statement is directed
at Barr shareholders only, with no further description of Lehman’s role in the
transaction. Even though Lehman Brothers did provide Teva’s board of directors
with a “fairness” opinion, it is not referred to in the prospectus included in
the Registration Statement, and accordingly, the provisions of Item 4(b) of
Form F-4 and Item 1015 of Regulation M-A do not apply to Lehman Brothers or its
opinion.

* * * * *

     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: Suzanne Hayes (SEC)

      Bryan Pitko (SEC)

      William S. Marth (Teva)

      Eyal Desheh (Teva )

      Uzi Karniel (Teva )

      Peter H. Jakes (Willkie Farr)

      Gary I. Horowitz (Simpson Thacher)