SecProbe.io

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                          CARTER LEDYARD & MILBURN LLP
                                Counselors at Law

                                  2 Wall Street
                             New York, NY 10005-2072
570 Lexington Avenue                    o                  1401 Eye Street, N.W.
 New York, NY 10022            Tel (212) 732-3200          Washington, DC 20005
   (212) 371-2720              Fax (212) 732-3232             (202) 898-1515

                                        June 17, 2005

VIA EDGAR

Ms. Barbara C. Jacobs
Assistant Director
Mr. Brad Skinner
Branch Chief - Accounting
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549

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

                              Amendment No.1 to Form 20-F
                              Annual Report For the Period Ended
                              December 31, 2003 Filed on
                              November 22, 2004
                              File No. 0-20892
                              ----------------

Dear Ms. Jacobs and Mr. Skinner:

      On behalf of our client, Attunity Ltd (the "Company"), we are submitting
this letter in response to the written comments of the Staff of the Securities
and Exchange Commission (the "Commission"), in a letter to Mr. Ofer Segev, Chief
Financial Officer of the Company, dated April 28, 2005 (the "Comment Letter"),
with respect to Amendment No. 4 to the Registration Statement on Form F-3 filed
with the Securities and Exchange Commission on behalf of the Company on April
20, 2005. We have repeated your numbered comments below and have provided a
response to each comment. As indicated in my telephone conversation with Mr.
Skinner, we will await the Staff's response to this letter before filing the
amendments to the above referenced Registration Statement and to the Company's
other pending Registration Statement on Form F-3 ( File No. 333-122937).

<PAGE>

Form F-3/A
Exhibit 5.1

1. We note the addition to your registration statement of 230,000 ordinary
shares issued to Don Biran Holdings, Ltd. in connection with an agreement
entered into in June 2001. Please revise to update your legal opinion so that
the number of shares being opined upon equals the number of shares you intend to
register.

      The legal opinion will be revised to include all of the shares being
registered.

Form 20-F/A

Financial Statements
Notes to Consolidated Financial Statements
Note 2:-Significant Accounting Policies, page F-12
Research and Development Costs

2. Your response to prior comment number 3 from our letter dated April 8, 2005
indicates that revenue projections prepared for purposes of amortizing
capitalized software development costs include all future revenue based on
enhanced versions of your Attunity Connect product. Supplementally, explain to
us why you believe it is appropriate to include revenue from future, undeveloped
versions of your product in projections prepared for purposes of applying SFAS
86 to the existing version of your product. In this regard, we note that
paragraphs 8(a) and 10 of SFAS 86 appear to contemplate projections based on
revenue from a current product ("that product"), and not revenue from a current
product and possible future enhancements to that product.

      The Company believes that an enhancement of its product results in a new
version of its product that improves the marketability and the life of the
product but does not represent a new product. In essence, the new version
represents a new and improved version of the same product. When projecting
future revenues associated with the product, the Company assumes the product
will remain a "live" product that can be adapted to new technological
developments and that it will be sold in the most advanced state possible at any
given point in time. The Company further believes that FAS 86 does not
specifically address what consideration should be given to enhancements in
determining the estimated economic life of the product. Because of the nature of
the Company's product and the fact that it expects to enhance the product
regularly to meet expected future customer needs, the Company believes it is
appropriate to include periods after reasonably expected enhancements in
determining the estimated economic life of the product. The Company also
believes it is appropriate to consider the costs of the reasonable expected
enhancements through the estimated economic life used, to compute amortization
of capitalized software costs and to perform the NRV test. If the Company does
not consider periods after reasonably expected enhancements in determining the
estimated economic life, the capitalized software development costs related to
the product would be written-off over a very short period of time
notwithstanding the expectation of earning significant revenues from that
product subsequent to the anticipated next enhancement even if the product were
not enhanced.

<PAGE>

      In determining the estimated economic life, the Company takes into
consideration the expected future revenues from the current version plus
reasonably expected enhancements to that version less the estimated costs
associated with the enhancements. With respect to the Company's product, the
Company believes that it has marketability regardless of whether it is enhanced.
In this regard the Company has considered the nature of it's product in that the
product allows other software packages to be integrated together. The software
packages that many companies use are used for many years and as a result, the
Company's product is utilized in situations where earlier versions would have
worked with the same functionality. The enhancement allows for further use with
more recently developed software packages. As a result, the Company believes
that it is appropriate to consider reasonably estimated enhancements in
determining the estimated revenue associated with the product as well as in the
determination of the estimated economic life of the capitalized software
development costs (see further discussion regarding the nature of the product
under response to comment 3).

      It should also be noted that in the basis for its conclusions relating to
Statement 86, the FASB agreed that the model for analyzing capitalized software
development costs for impairment should be based on an inventory model as
discussed in ARB 43. That model requires inventory to be stated at the lower of
cost or market (with market being defined as current replacement cost either by
purchase or by reproduction). However the FASB believed that it would not be
practical to ascertain current replacement cost for capitalized software and
instead decided to require a net realizable value (paragraph 48 of FAS 86 notes
that the concept of net realizable value is similar to the ARB 43 lower of cost
or market test). The Company believes that assuming future enhancements when
projecting revenues is consistent with the concept of "market value" and the
inventory model set forth in ARB 43. This point is further supported by the fact
that when an acquirer estimates fair value of technology it intends to purchase,
future revenues to be generated from an "up-to-date" product and the associated
costs of keeping the product up-to-date are generally considered, otherwise the
value assigned to any technology would be minimal as most technologies must be
constantly adapted to some degree to comply with various technological changes.

      Finally, the Company believes that the approach followed by it to project
revenues assuming that the product will be enhanced in the future is prevalent
industry practice. This position is supported by Ernst & Young's implementation
guidance on FAS 86 (a copy of which has been previously provided to the Staff).

      We understand that the Staff has raised concerns regarding the Company's
ability to project, with reasonable certainty, revenues associated with
enhancements or in this specific case the Company's enhanced product over an
extended period of time. That is, projections that consider the effect on
revenue related to enhancements generally are more predictable in the short
term. Although the Company continues to believe that its original projections
are reasonable, in light of the Staff's comments the Company has revised its
revenue projections, assuming that its product will be successfully enhanced
through 2006 while in 2007 and 2008 any effect on revenue related to
enhancements of the product were not assumed. Accordingly, the Company projects
that revenues from the sale of licenses will decrease in 2007 and 2008 by 10%
and 15%, respectively. This assumption is consistent with the Company's view
that revenues will remain somewhat flat with a small adjustment to reflect the
start of a potential decline. That is based on the fact that the Company's
product can be used absent enhancements for a relatively long period of time, as
reflected by the fact that in some cases customers choose not to upgrade the
version used by them since they do not benefit significantly from the upgrade.
In contrast, maintenance revenues will increase gradually as historically the
Company has a 90% renewal rate.

<PAGE>

      The enhancements planned for 2005 and 2006 include expansion of the types
of data sources the CDC (Change Data Capture) supports, improvement of
performance capabilities to support larger enterprise-scale deployments,
expansion of types of platforms the product supports, improvement of runtime
management, improvements to Attunity's graphical user interface and new services
for end-to-end data replication and synchronization.

      Following are the Company's revenue projections and performance of the NRV
test based on the aforementioned assumptions:

<TABLE>
<CAPTION>
Connect Revenues                2004A             2005E             2006E            2007E            2008E
<S>                         <C>               <C>               <C>              <C>              <C>
Direct Licenses             $  4,526,000      $  8,490,000      $ 13,335,000     $ 12,001,500     $ 10,201,275
Distributors & OEM             2,696,000         3,200,000         4,200,000        3,780,000        3,213,000
Maintenance                    3,605,000         4,239,000         5,181,000        6,266,000        7,513,000
Enhancements                  (3,469,000)       (4,857,000)
Total Connect Revenues      $ 10,827,000      $ 12,460,000      $ 17,859,000     $ 22,047,500       20,927,275
                                   12.87%            14.81%            21.23%           26.21%           24.88%
Cumulative revenue curve
method                             12.87%            27.68%            48.91%           75.12%          100.00%

Cumulative straight line
method                             20.00%            40.00%            60.00%           80.00%          100.00%

Expenses                       8,757,000        11,245,000        14,052,000       13,184,400       11,819,090
Net contribution            $  2,070,000      $  1,215,000      $  3,807,000     $  8,863,100     $  9,108,185
NRV at 15%                  $ 14,970,427
</TABLE>

      Based on the revised projections, amortization under the straight line
method still remains greater than amortization under the revenue curve method.
In addition, the carrying amount of capitalized software costs still remains
significantly lower than its net realizable value.

3. We have considered your response to prior comment number 7 from our letter
dated April 8, 2005 and remain unclear as to why you believe five years
represents a reasonable estimated economic life for your capitalized software
development costs. As noted in our prior comment, you developed and released
four different versions of Attunity Connect between the fourth quarter of 2002
and the fourth quarter of 2004. Your response indicates, in part, that these
enhancements are necessary in order for the product to stay competitive. This
suggests that, absent future enhancements, a current version of your product may
have an economic life materially shorter than five years. Further, while SFAS 86
indicates that product enhancement extends the life of an original product, it
is not clear that the possibility of future, unspecified product enhancements is
sufficient to justify a longer initial estimated economic life for that original
product. In view of these considerations, further explain to us your basis for
concluding that five years represents a reasonable estimated economic life,
consistent with the guidance of SFAS 86.

<PAGE>

      Attunity Connect is a data integration software product. That means that
the product provides access to information stored on many different computer
systems. Such computer systems include large IBM mainframes, HP systems, Windows
and UNIX systems and others. The access to this information is required by many
enterprises that need to analyze the data or generate reports from such
information. Given that many businesses have many different types of computer
systems and applications, they need Attunity Connect to tie their systems and
applications together.

      The Attunity Connect architecture has two main components: 1) a back end,
which allows the software to access different types of information from a
variety of computer systems and data bases; and 2) a front end, which allows the
software to communicate with other software products (such as Business
Intelligent products) and provide such products the information in a format that
is understood by them.

      Since the first introduction of the product in 1996, all of the subsequent
enhancements to the product provided additional functionality. These
enhancements have been improvements to an existing product that were intended to
extend the life or significantly improve the marketability of the original
product. The first release of the Attunity Connect product provided access to HP
computer systems, Windows and UNIX computer systems and enabled users to extract
information from Oracle, RMS and RDB databases. Over the following several
years, the back end of the product was enhanced to provide access to additional
computer systems, including Tandem (Non stop), NT, IBM AS/400 and IBM
mainframes, and enabled users to extract information from additional data bases,
such as Sybase, Informix, VSAM, DB2 and IMS (all IBM databases running on IBM
mainframes). Additional enhancements to the front end of the product enabled it
to connect to newly developed user interfaces and also simplified management and
usability of the product. Some of the enhancements the Company added to the
product over the last three years are:

      o     XML capabilities - allowing the product to present information in a
            format that can be understood by web browsers.

      o     Attunity Studio - simplifies the installation and management of the
            product by customers.

      o     Metadata management - provides customers with information about the
            type of data they have in the database to which Attunity Connect
            provides access and the source of the data.

<PAGE>

      o     Change Data Capture - enables Attunity Connect to capture changes in
            the databases to which it provides access and to notify the
            customer's system administrator of such changes.

      As indicated above, each of the versions added different types of features
and subsequent versions did not replace the previous versions. Although in every
version a new feature was added, the previous enhancements still exist to date
and users a