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CORRESP
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     CORRESP

Matav – Cable
System Media Ltd.

42 Pinkas Street

North Industrial Park

P.O. Box 13600

Netanya 42134, Israel

Tel: +972-9-8602221, Fax: +972-9-8602282

November 24, 2005

Via EDGAR & FACSIMILE

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:
Matav
– Cable System Media Ltd.

Form 20-F for Fiscal Year Ended December 31, 2004

Filed June 30, 2005

File No. 0-28556

Dear Mr. Spirgel:

        Matav –
Cable System Media Ltd. (the “Company”) is submitting this letter in response to
the written comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated September 22, 2005 (the “Comment
Letter”), with respect to the Company’s Annual Report on Form 20-F for the year
ended December 31, 2004 filed with the Commission on June 30, 2005 (File No. 0-28556) (the
“Annual Report”).

        Set
forth below are the headings and text of the comments raised in the Comment Letter,
followed by the Company’s responses thereto. We have also included the requested
Company statement below.

302 Certifications,
Exhibits 12.1 and 12.2

     1.
          Your disclosure provides that your principal executive and financial officers
          are responsible for establishing and maintaining disclosure controls and
          procedures “(as defined in the Securities Exchange Act Rules 13a-14 and
          15d-14)". However, Exchange Act Rules 13a-15(e) and 15d-15(e) define
          disclosure controls and procedures. Revise your citation to reference the
          correct rules.

The Company’s
Response

        In
filing Exhibits 12.1 and 12.2 to its Annual Report, the so-called 302 Certifications, the
Company inadvertently referred to Securities Exchange Act Rules 13a-14 and 15d-14. The
Company confirms that in its future filings, it will file revised 302 Certifications that
refer to the correct rules, namely, to Exchange Act Rules 13a-15(e) and 15d-15(e).

9 [No heading], page F-24

     2.
          Refer to your discussion of your investment in Partner where you state that
          you have significant influence over the financial and operating policies of
          Partner. In your disclosures on page F-97 you state that you lost the ability to
          exercise significant influence over Partner in April 2002. Please reconcile
          these statements and clarify whether you had significant influence over Partner
          at December 31, 2004, requiring equity method accounting for U.S. GAAP
          purposes.

The Company’s
Response

        In
April 2002, the Company sold approximately 7.7% of the issued and outstanding shares of
Partner Communications Company Ltd. (“Partner”), thereby reducing its holdings
in Partner from approximately 15.2% to 7.5%. As a result of the transaction, the Company
has re-assessed the accounting for its investment in Partner under Israeli generally
accepted accounting principles (“GAAP”) and US GAAP.

        Under
Israeli GAAP (specifically, Statement 68 of the Institute of Certified Public Accountants
in Israel as implemented in the common practice in Israel), the Company has determined
that it continues to exert “significant influence” over the financial and
operating policies of Partner following the said transaction. In contrast, under US GAAP,
according to the provisions of APB 18, “The Equity Method of Accounting for
Investments in Common Stock” (“APB 18”) and its interpretations, the
Company has determined that it no longer has the ability to exercise “significant
influence” over Partner, primarily because (1) the Company’s holdings in Partner
were reduced significantly below 10% and (2) the fact that the Company had the right to
appoint only two out of 17 members of the board of directors of Partner.

        Accordingly,
and as explained in Note 26(c) to the Company’s consolidated financial statements for
the year ended December 31, 2004 included in the Annual Report (the
“Financials”), the Company accounts for the investment in Partner shares under
US GAAP as an investment in available-for-sale marketable securities pursuant to Statement
of Accounting Standard No. 115, “Accounting for Certain Investments in Debt and
Equity Securities.” The statement made in page F-24 regarding the significant
influence that the Company has over the financial and operating policies of Partner
relates only to such determination in the primary financial statements of the Company
prepared under Israeli GAAP. The difference in the accounting treatment of the investment
in Partner between Israeli GAAP and U.S. GAAP is detailed in Note 26(c).

Note 2: Significant
Accounting Policies, page F-26

f. Investments in
limited partnerships, page F-30

     3.
          We note that you write down your investment in limited partnerships producing
          films when actual broadcast takes place. Provide reference to your basis in U.S.
          GAAP for this accounting or provide a reconciliation in your disclosures in Note
          26.

The Company’s
Response

        The
investment in limited partnerships producing films is carried out by Hot Vision Ltd.
(“Hot Vision”), a jointly controlled entity of the Company and the other two
Israeli cables companies (together, the “Cable Companies”). Hot vision is
proportionately consolidated under Israeli GAAP in the Company’s primary financial
statements, while under US GAAP, the investment in Hot Vision is accounted for under the
equity method.

        Hot
Vision accounts for its investments in limited partnerships producing films in a similar
manner to the accounting treatment used for its rights/license to broadcast films and
programs, which is as described in Note 2(g) of the Financials. This accounting treatment
is based on the economic substance of these limited partnerships, which are established
for tax purpose and serve as entities with a limited life cycle for the production of
films where each partnership is established for, and its sole purpose is, the production
of one film.

2

        Hot
Vision’s rights as a result of its investment in such limited partnership are in fact
limited to the right to broadcast the film when production is completed. Hot Vision’s
interest in the partnership does not entail any risks or entitle Hot Vision to any returns
from the partnerships, other then its partial participation in the production of the
films, and, as mentioned above, Hot Vision is entitled only to broadcast the film produced
by the partnership. As such, Hot Vision’s rights in respect of its investment in the
partnership and the films produced by such partnerships are essentially the same as the
licenses to broadcast films and TV programs, which are purchased by Hot Vision.
Accordingly, the accounting treatment for the investment in these limited partnerships
should not differ from the accounting treatment used for the investment in rights/licenses
to broadcasts films and TV programs. Such accounting treatment follows the guidance in FAS
63, “Financial Reporting by Broadcasters” (“FAS 63”). Consequently,
the investment in such limited partnerships is presented at cost, and when the actual
broadcast takes place the investment is written down (which is basically an amortization
on a program-by-program basis, as prescribed by FAS 63). Management of the Company
believes that despite the form of ownership as a partnership for tax purposes, this
accounting treatment reflects the economics of the liquidating value and benefit derived
by the Company upon broadcasting of the film.

i. Intangible assets,
long-term receivables and deferred charges, page F-31

     4.
          Please explain why you have derecognized capital leases and recorded
          long-term receivables in respect of these capital lease arrangements. Provide
          reference to your basis in U.S. GAAP for this accounting or provide a
          reconciliation in your disclosures in Note 26.

The Company’s
Response

        In
2003, the Company leased broadcasting studio equipment to a third party in consideration
for NIS 1,650,000 (currently equates to approximately $352,000) to be paid in five annual
installments. In accordance with Israeli and US GAAP, and specifically SFAS 13,
“Accounting for Leases” (“FAS 13”), this transaction was to be
classified as a sales-type lease. Accordingly, as prescribed in paragraph 17 of FAS 13,
the asset leased to the third party was derecognized (as in a sale) and the Company
recorded a long-term receivable, representing the net investment in the lease (gross
investment less unearned income), as defined in FAS 13. The sale of the above equipment
resulted in a loss of NIS 1,338,006 (currently equates to approximately $285,000), which
was recorded as an immediate loss in 2003.

Note 5: Investments in
subsidiaries affiliates and other company, page F-36

     5.     Please
          disclose the maximum exposure to loss as a result of your involvement with Hot
          Vision and Hot Telecom. In that regard, we note disclosures throughout your
          document that refer to open legal claims as well as government imposed
          obligations and other obligations. These potential obligations do not appear to
          be consolidated in any one place so that the total potential obligation is clear
          to the reader.

The Company’s
Response

        The
Company has provided in the Financials full disclosure of its contingent liabilities,
including open legal claims and government-imposed obligations, as a result of its
investment in Hot Vision and Hot Telecom L.P. (“Hot Telecom”), as required under
Israeli and US GAAP. As of December 31, 2004, the Company’s maximum “financial
exposure” to loss as a result of its investment in the above mentioned affiliates
(based on the total investment amount, including loans, guarantees and indemnities granted
by the Company to, or in favor of, those entities), herein provided as a supplement, was
as follows:

3

     NIS (in thousands)
     $ (in thousands)*

     HOT VISION

     (proportionate consolidation pursuant to Israeli

     GAAP)

     Investments in Hot Vision's shareholders equity

     (Note 5b(3))
       72

       17

     Loans granted to Hot Vision **
       - -

       - -

     Guarantees and indemnities in favor of Hot Vision

     (Note 15b(3) and 15c(4))**
       74,673

       17,334

     Total Maximum Financial Exposure as determined above
        74,745

        17,351

     HOT TELECOM

      (presented under the equity method)

     Investments in Hot Telecom
       - -

       - -

     Loans granted to Hot Telecom (Note 5b(4))**
       12,209

       2,834

     Guarantees and pledges in favor of Hot Telecom (Note

     15c(3), (8) and (9))**
       40,386

       9,375

     Total Maximum Financial Exposure as determined above
        52,595

        12,209

*
Based on the representative exchange rate on December 31, 2004 of NIS 4.308 per one U.S.
dollar.

**
Hot Vision and Hot Telecom are owned by the Company and the other two Israeli cable
operators, also referred to throughout this letter as the Cable Companies. It should be
noted that loans, guarantees and indemnities made or granted to, or in favor of, Hot
Vision and Hot Telecom are made by the Company, except in specific circumstances,
together with the other two Israeli cable operators in accordance with the Company’s
pro rata share in Hot Vision and Hot Telecom.

        As
required under GAAP, open legal claims as well as government-imposed obligations and other
obligations related to the Company’s investment in Hot Vision and Hot Telecom are
described in the notes to the Financials, as follows:

     Note
     Page

     Government-imposed obligations
     1a(3)
     F-17

     Open legal claims and legal actions,

     regulatory involvements
     5b(4)
     F-43 to F-46

     Commitments (including finance
     10c,
     F-52,

     agreements, guarantees etc.)
     15b(3) and 15c(3), (4), (8) and (9)
     F-66 to F-72

Note 14: Debentures,
page F-55

     6.
          We note that you issued 2,850,000 warrants along with debentures issued in
          August 1997. You do not appear to have provided the disclosures required by Rule
          4-08(i) of Regulation S-X with regard to your warrants. You make reference to
          Note 16c in your discussion, but we could not find this note. Please provide
          required disclosures, or, of you no longer have warrants outstanding, please
          provide disclosure to that effect.

The Company’s
Response

        The
2,850,000 warrants referred to in Note 14(a) of the Financials expired on August 20, 2001.
The Company has incorrectly referred to Note 16(c), which does not exist. The Company
confirms that in its future filings it will clarify that the said warrants have expired.

4

Note 21: Business
Segments, F-84

     7.
          Refer to your discussion of fees associated with the usage of the cable
          infrastructure and other services and facilities by your internet business
          segment. We note that you refer to similar fees with regard to Hot Telecom on
          page F-18. Additionally, on page 24 where you discuss packages and services
          provided to your customers, you describe High Speed Internet and telephony
          services available to subscribers only in the areas where Hot Telecom has
          commenced providing services. Clarify the relationship between Hot Telecom, and
          your internet segment, if any.

The Company’s
Response

        Hot
Telecom, which was formed in October 2003 by the Cable Companies, currently offers (i)
domestic-fixed telecommunications services and (ii) High Speed Internet services to the
business sector, using the Cable Companies infrastructure in both cases. The fee mechanism
for the usage of the cable infrastructures and other services and facilities by Hot
Telecom has not been determined as of yet.

        Matav
Infrastructures 2001 LP (“Matav Infrastructures”), a wholly owned subsidiary of
the Company which is presented as a separate segment in the Company’s financial
statements (as the Internet segment), currently offers access to High Speed Internet
services to the private sector using the infrastructure of the Company. The fee mechanism
for the usage of the cable infrastructures and other services and facilities by Matav
Infrastructures has not been determined as of yet.

        There
are no transactions between Hot Telecom and the High Speed Internet segment operated
through Matav Infrastructures.

Note 26: Effect on the
financial statements of material differences between Israeli and United States generally
accepted accounting principles, page F-97

     8.
          Please provide a reconciliation of your consolidated statements of cash flows
          to U.S. GAAP or alternatively provide consolidated statements of cash flows
          prepared in accordance with U.S. GAAP.

The Company’s
Response

        Pages
F-10 through F-12 of the Financials provide data regarding the cash flows of the Company
in accordance with Israeli GAAP. Under Item 17(c) of the Form 20-F, a discussion and
quantification of variations in the accounting principles, practices, and methods used in
preparing the financial statements from those accepted in the U.S. and in Regulation S-X
are required if such variations are material. There are no variations in regard to the
cash flow statements and therefore the Company has not provided a reconciliation of the
consolidated statements of cash flows to U.S. GAAP.

j. Classification of
certain expenses and income, page F-104

     9.
          Refer to item 2 where you state that adjustments of amortization of deposits
          for converters are included as other expenses under Israeli GAAP and are
          deducted from revenues for U.S. GAAP purposes. In your footnote disclosures on