SecProbe.io

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								September 16, 2005

Mail Stop 4561

Ofer Segev
Chief Financial Officer
Attunity Inc.
40 Audubon Road
Wakefield, Massachusetts 01880

Re:  	Attunity Ltd.
	Amendment No. 4 to Form F-3
      Filed April 20, 2005
      File No. 333-119157

      Amendment No. 1 to Form F-3
      Filed April 20, 2005
      File No. 333-122937

      Form 20-F Annual Report
      For Fiscal Year Ended December 31, 2004
      Filed on June 30, 2005
      File No. 0-20892

	Correspondence of September 2, 2005

Dear Mr. Segev:

      We have reviewed your amended Form F-3 filings and Form 20-F
subsequent to your recent correspondence.  We have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Form F-3/A, File No. 333-119157
Form F-3, File No. 333-122937
Certain Information by Reference

1. Revise each prospectus to incorporate by reference your Form
20-F
for fiscal year ended December 31, 2004.  Further, you may want to
incorporate by reference any Form 6-K meeting the requirements of
Form F-3.  See Item 6(c)  of Form F-3.
Selling Shareholders
2.	Please revise to update your prospectuses to include any
changes, if applicable, to your selling shareholder disclosure.

Exhibit 5.1

3. We note your opinions of counsel are dated November 18, 2004
for
file no. 333-119157 and February 22, 2005 for file no. 333-122937.
Please file updated legal opinions for each registration
statement.

Exhibit 23.1
4. Revise to include currently dated consents from your
independent
accountants.

Form 20-F for the Fiscal Year Ended December 31, 2004
Item 15. Controls and Procedures, page 70
5. Pursuant to our comments issued in our letter dated March 24,
2005, we asked you to revise your controls and procedures
disclosure
to conform to Item 15 of Form 20-F.  We note you state that your
disclosure controls and procedures are effective, but then you
include a disclaimer describing inherent limitations and that even
these systems determined to be effective can provide only
reasonable
assurance with respect to financial statement preparation and
presentation.  Please confirm to us that management concluded that
your disclosure controls and procedures are effective at a
reasonable
assurance level.  Further, in future filings, if you choose to
include this disclaimer, conclude affirmatively, if true, that
your
disclosure controls and procedures are effective at a reasonable
assurance level.

						*  *  *

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
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.

	Any questions should be directed to David Edgar at (202) 551-
3459 or Brad Skinner at (202) 551-3489.  Questions regarding legal
issues should be directed to Neil Miller at (202) 551-3442.  If
you
need additional assistance you may contact me at (202) 551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:  	Steven J. Glusband, Esq. (via facsimile)
	Carter Ledyard & Milburn LLP
	2 Wall Street
	New York, NY 10005
	Fax No.: (212) 732-3232
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Attunity Ltd.
September 16, 2005
Page 1

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