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CORRESP
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     CORRESP

     1290 AVENUE OF THE AMERICAS

NEW YORK

NEW YORK  10104-0050

TELEPHONE: 212.468.8000

FACSIMILE: 212.468.7900

WWW.MOFO.COM

     morrison & foerster llp

new york, san francisco,

los angeles, palo alto,

san diego, washington, d.c.

denver, northern virginia,

orange county, sacramento,

walnut creek, century city

tokyo, london, beijing,

shanghai, hong kong,

singapore, brussels

December 1, 2005

Writer’s
Direct Contact

212/468-8163

JTanenbaum@mofo.com

Martin F. James

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C. 20549

Re:
NUR Macroprinters Ltd.

Form 20-F for the fiscal year ended December 31, 2004

File Number 000-26498

Dear Mr. James:

        This
letter is submitted on behalf of NUR Macroprinters Ltd. (the “Company”) in
response to the comments of the staff of the Division of Corporate Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Form 20-F for the fiscal year ended December 31, 2004
filed on July 15, 2005 (the “Form 20-F”), as set forth in your letter dated
August 4, 2005 to David Seligman (the “Comment Letter”). The Company plans to
file Amendment No. 1 to the Form 20-F (“Amendment No. 1”), which includes
changes that principally reflect responses to the Staff’s comments as set forth in
this letter below.

        For
reference purposes, the text of the Comment Letter has been reproduced herein with our
responses below each numbered comment. For your convenience, we have bolded and italicized
the reproduced Staff comments from the Comment Letter. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in Amendment No. 1.

December 1, 2005

Page Two

Item 5 – Operating
and Financial Review and Prospects, page 31

Year
ended December 31,2004 compared with Year ended December 31,2003, page 39

1.
We
note the bad debt write-offs of $6.3 and $6.7 million you recorded for the years ended
December 31, 2004 and 2003, respectively. Please revise future filings to include a
discussion of the circumstances surrounding the material bad debt write-offs recorded
during the periods.

        In
future filings, the Company will include a discussion of the circumstances surrounding
material bad debt write-offs recorded during the applicable periods.

2.
In
addition, in future filings, please revise your allowance for doubtful accounts critical
accounting estimate discussion on page 35 to describe the risks inherent in your trade
receivable             portfolio which resulted in an allowance of more than 50% of the
gross outstanding balance at             December 31, 2004.

        In
future filings, the Company will revise its discussion of allowance for doubtful accounts
critical accounting estimates to describe the risks inherent in the Company’s trade
receivable portfolio which resulted in an allowance of more than 50% of the gross
outstanding balance at December 31, 2004.

Item
15 – Controls and Procedures, page 97

3.
We
note your disclosure that your “disclosure controls were effective                as
of such date to ensure that information required to be
               disclosed in NUR’s reports filed under the Securities Exchange Act
of 1934 is recorded, processed, summarized and                reported within the time
periods specified in Securities                and Exchange
Commission rules and forms.” Please revise future filings to                clarify,
if true, that your officers concluded that your
               disclosure controls and procedures are also effective
to                ensure that information required to be disclosed in the reports that
you file or submit under the Exchange Act is accumulated and
               communicated to your management, including your chief
               executive officer and chief financial officer, to allow timely decisions
               regarding required disclosure. See Exchange Act Rule
               13a-15(e).

        In
future filings, the Company will confirm, if correct, that its officers have concluded
that its disclosure controls and procedures are also effective to ensure that information
required to be disclosed in the reports that the Company files or submits under the
Exchange Act is accumulated and communicated to its management, including its chief
executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.

Consolidated
Financial Statements, page F-2

December 1, 2005

Page Three

          4.

          We note that Kost Forer Gabbay and Kasierer’s opinion as it relates
          to certain consolidated  subsidiaries is based solely on
          the report of another auditor. Since your auditors, Kost Forer Gabbay
           and Kasierer, have referred to another accountant’s
          report in their opinion, please amend the filing  to
          include the audit report of the other auditors. Refer to Rule 2-05 of Regulation
          S-X.

        The
Company’s auditors, Kost Forer Gabbay and Kasierer, have referred to other
accountants in their opinion with regard to the financial statements of NUR Japan Limited
(“NUR Japan”) and NUR Asia Pacific Limited (‘NUR Asia Pacific”).

        The
Company will comply with Rule 2-05 of Regulation S-X, and amend its Form 20-F to include
(1) BDO McCabe Lo & Company Hong Kong’s audit report on the financial statements
of NUR Asia Pacific for the year ended December 31, 2004 (2) Grant Thornton Japan’s
audit report on the financial statements of NUR Japan for the year ended December 31, 2003
(3) a revised auditors’ report on the Company’s financial statements according
to which the principal auditor, Kost Forer Gabbay and Kasierer, will not refer in 2003 to
other auditors with regard to NUR Asia Pacific in the aforementioned year.

Consolidated Statements
of Operations, page F-5

5.
We
note from your disclosure on page 38 that service and other revenues approximated
11%, 14% and 15% of your total revenues for the years ended 2002, 2003 and 2004,
 respectively. In future filings, please revise this statement to
separately present revenues from  services as well as the related
costs of service revenues on its face. See Rule 5-O3(b) of
Regulation S-X.

        In
future filings, the Company will separately present revenues from services as well as the
related costs of service revenues.

Note 2 – Significant
Accounting Policies, page F-15

Inventories, page F-16

               6.

               We note from the statements of cash flows that you transferred property,
               plant and equipment to  inventory during 2003 and 2004.
               Please tell us the nature of these costs, how you account for
               them and explain why classification as inventory is
               appropriate.

December 1, 2005

Page Four

        The
Company has recorded certain printers (“Test Printers”) as property, plant and
equipment because they are used for Training and Demonstration purposes and/or testing in
the Company’s research and development laboratory (the “R&D
Laboratory”). The Company’s R&D Laboratory uses Test Printers to test new
features under development. The costs associated with Test Printers used by the
Company’s R&D Laboratory are capitalized as property, plant and equipment due to
the fact that they have alternative future use. The Company’s sales offices also use
Test Printers in order to demonstrate certain features as well as to train customers and
service engineers. As new printer models become available, current Test Printers are no
longer needed and are offered (after a minimal refurbishment) for sale. These Test
Printers are rerecorded from property, plant and equipment to inventory and eventually as
cost of goods sold (when they are sold). The recorded cost of Test Printers are the
regular cost of such printers less any amount that has been depreciated while under the
property, plant and equipment account. Pursuant to ARB 43, when the Company records Test
Printers as inventory, it records the lower of cost or market value.

Note 11- Long Term Loans

C
– Convertible Loan Agreement, page F-31

               7.

               To help us better understand your accounting for the July 2003 Loan and
               Warrant transactions with  certain existing shareholders,
               please provide us with sample journal entries showing how you
               accounted for the debt at issuance, including the warrants granted to the
               placement agent and the  beneficial conversion feature.
               Clearly explain how you determined the value of the warrants and
               the beneficial conversion feature.

        The
Company has reviewed the agreements signed, and the related accounting treatment
associated with, the 2003 Loan and Warrant transactions and has concluded that the
accounting treatment should be revised. As further detailed below, because no monies were
drawn under the credit line (which monies would have been evidenced by a convertible
loan), the agreement signed with the investors should have been recorded as an agreement
to provide a credit line rather than as the issuance of a convertible loan with detachable
warrants.

Background

        On
July 30, 2003 the Company signed a convertible loan and warrant agreement (the
“Agreement”) with several investors and existing controlling shareholders (the
“Investors”) according to which the Investors undertook to lend to the Company
up to $ 3.5 million (the “Credit Line”) in consideration for (i) the issuance by
the Company to the Investors of an aggregate of 1,009,615 warrants to purchase Ordinary
Shares (the “Warrants”) (equal to 15% of the Credit Line divided by $0.52)
exercisable at $0.52 per share for a period of five years from the closing (as defined in
the Agreement) and (ii) an aggregate cash commitment fee of $70,000 (the “Fee”)
equal to 2% of the Credit Line.

        The
Company was entitled to draw funds under the Credit Line at any time within one year from
the date of the Agreement (the “Availability Period”) which monies, when drawn,
would be evidenced by a convertible loan note. Any convertible notes issued would (1) be
due 42 months after issuance, (2) be convertible at $0.62 per share and (3) bear interest
at a rate of 12%. During the Availability Period the Company was entitled, on a ten days
prior notice and assuming no monies had been drawn under the Credit Line, to cancel the
Credit Line in which case the Investors would have been entitled to retain the Warrants
and the Fee. Under the terms of the Agreement, the Investors were entitled to replace any
undrawn portion of the Credit Line at any time during the Availability Period in exchange
for the purchase of up to 5,645,161 Ordinary Shares at a purchase price of $ 0.62 per
share (calculated based on $3.5 million divided by $0.62 per share).

December 1, 2005

Page Five

        According
to the terms of the Agreement, the placement agents were granted warrants equal to the
following: (a) 1% of the Credit Line divided by $0.52 on the closing of the Agreement and,
upon issuance of Ordinary Shares (the” Placement Warrants”) and (b) 2% of the
aggregate amount received by the Company for the issued Ordinary Shares divided by $0.62
(the “Conversion Warrants” and together with the Placement Warrants, the
“Agent Warrants”). These warrants are exercisable at a price of $0.52 and $0.62
per share, respectively, for a period of five years from the date of grant.

        In
October 2003 the Company actually issued the Warrants and paid the Fee to the Investors
(recorded as G&A expenses).

        On
December 22, 2003 the Investors exercised their right to replace $2 million of the undrawn
Credit Line by purchasing 3,225,806 Ordinary Shares for $2 million. Issuance expenses
associated with this purchase totaled $133,000. These Ordinary Shares were issued to the
Investors in January 2004.

        On
March 31, 2004 the Investors exercised their right to replace the remaining $ 1.5 million
available under the Credit Line through the purchase of 2,419,355 Ordinary Shares for $1.5
million. Issuance expenses associated with this purchase totaled $43,000. These Ordinary
Shares, along with the Agent Warrants, were issued on March 31, 2004.

Accounting Discussion

1)
The
accounting treatment in the 2003 & 2004 financial statements, as           reported

In
the reported financial statements the Agreement was characterized as issuance of a
convertible loan with detachable warrants.

Based
on the guidance in APB 14, both the Warrants and convertible loan were measured at fair
value and initially recorded at their relative fair values; out of the $2 million,
$466,000 were ascribed to the Warrants and $1.534 million (net of $133,000 of issuance
expenses) were recorded as receipts on account of shares (due to the fact that the Credit
Line was immediately replaced through the sale of Ordinary Shares). Furthermore, the
Company measured a beneficial conversion feature (“BCF”) according to EITF 98-5
and EITF 00-27, assuming that a convertible loan was issued and converted to shares.
According to the effective conversion price and share price at the commitment date the
BCF amounted to $676,000. The BCF was fully recorded to financial expenses in 2003 since
it was assumed that the debt was converted in December 2003. In 2004 the amount of
$1,500,000 contributed by the Investors was treated as issuance of shares.

December 1, 2005

Page Six

In
addition, the Company included an amortization of the fair value of the Warrants issued;
$75,000 in 2003 and $548,000 in 2004.

The
fair value of the Agent Warrants was not recorded in the financial statements.

The
Fee was paid during October 2003 and was recorded as a general and administrative
expense.

2)
The
revised accounting treatment

As
indicated above, during the one year period from July 30, 2003, the Credit Line could
have been canceled by the Company or, alternatively, replaced by the Investors through
the purchase of Ordinary Shares. A convertible loan would have been issued only if the
Company had drawn monies under the Credit Line. Therefore, the Company believes that no
commitment to issue the convertible debt (as defined in EITF 98-5 and EITF 00-27) was
established and accordingly this transaction should not have been treated as the issuance
of convertible debt and no value should have been ascribed to the conversion option of
convertible debt upon the closing of the Agreement. The Company believes that only if and
when it had drawn monies under the Credit Line and corresponding convertible debt had
actually been issued, should it have calculated the BCF.

Based
on the analysis described above, the Company has concluded that the Credit Line was in
essence a loan commitment given by the Investors to the Company in consideration for: (a)
1,009,615 Warrants issued to the Investors, (b) a cash commitment fee of $70,000, and (c)
a call option for the issuance of approximately 5,645,000 Ordinary Shares that was “embedded” in
the Agreement. The embedded call option resulted from the fact that the Investors had the
right to convert the undrawn amount available under Credit Line through the purchase of
Ordinary Shares at a fixed price per share. In evaluating the accounting for the Credit
Line, it was determined that it could be viewed as either a loan commitment or an equity
instrument. The Agreement was a loan commitment for convertible loans and contained an
embedded written call option. Based on this analysis, the Company has concluded that the
most accurate presentation would be to bifurcate and separately value and account for the
written call option at issuance, and provide no specific accounting for the loan
commitment other than the deferred expense reflected as a de