SecProbe.io

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						September 22, 2005
Room 4561

Mr. David Ottensoser
NICE Systems Ltd.
301 Route 17 North
Rutherford, NJ 07070

	Re:	NICE Systems Ltd.
		Registration Statement on Form F-3
		Filed August 26, 2005
		File No. 333-127883

Dear Mr. Ottensoser:

	We have limited our review of your filing to those issues we
have addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form F-3

Description of Purchase Contracts, page 42

1. We note that your description of the purchase contracts
indicates
that you may issue purchase contracts for the purchase or sale of
debt or equity securities issued by the company "or securities of
third parties."  We also note that the description of your
warrants
indicates that you may issue warrants to purchase debt or equity
securities "or securities of third parties or other rights, ... ."
Please tell us how you plan to comply with the registration
requirements under the Securities Act of 1933 with respect to the
issuance of any purchase contracts or warrants that may be used to
purchase securities of a third party, which third party securities
are not being registered by this registration statement.  For
example, would your plan entail using only third party securities
that are already eligible for sale to the public without
registration
under the Securities Act, or would the third party file an
additional
registration statement to register its securities?  Please provide
a
detailed analysis of how you intend to comply with any applicable
registration requirements related to the third party securities.

2. As a follow-up to the comment above, if your plan entails using
third party securities that are already eligible for sale to the
public without registration, explain how you intend to provide
investors with information about the third party.  In this regard,
we
note that while this scenario may not require registration of the
third party securities, if the securities you are offering may
eventually be used to purchase the securities of a third party,
investors should be provided with information regarding the
company
whose securities they may eventually own.

3. Finally, please note that warrants may not be issued for "other
rights" that have not been registered under this registration
statement unless the warrants exercisable for such other
securities
are not legally exercisable immediately or within one year of the
date of sale of the warrant.  All of the underlying classes of
securities to which the warrants relate must be identified in the
registration statement.

Plan of Distribution, page 43

4. We note that the first paragraph on page 45 refers to the
possibility of remarketing the securities being registered.
Please
note that, depending upon the level of involvement by the company
or
its affiliates in the remarketing process, any offers or sales
pursuant to that remarketing process may require registration
under
the Securities Act of 1933.  While your disclosure indicates that
remarketing firms will be offering any remarketed securities, if
you
would prefer that we express our views on this issue at the
present
time, please contact us to provide information about the
procedures
that will be used and the participants in the remarketing,
including
the role of the company or its affiliates, if any.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	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.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions regarding these comments, you may
contact Sara Kalin at (202) 551-3454.  If you need further
assistance, you may contact me at (202) 551-3730.

								Sincerely,

								Mark P. Shuman
								Branch Chief-Legal

cc:	Via Facsimile: (212) 541-4630
	Mr. Kenneth L. Henderson, Esq.
	Mr. Gary W. Wolff, Esq.
	Bryan Cave LLP
	Telephone: (212) 541-4630

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Mr. David Ottensoser
NICE Systems Ltd.
September 22, 2005
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