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CORRESP
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     CORRESP

VIA EDGAR

August 22, 2005

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D. C. 20549

Attention: Jason Niethamer

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

Filed April 15, 2005

File
No. 000-28584

Ladies and Gentlemen:

        Check
Point Software Technologies Limited (the “Company” or “we”)
respectfully submits this correspondence to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in response to the
Commission’s letter dated July 21, 2005 (the “Comment Letter”). We refer
the Staff to the Company’s letter dated August 5, 2005, submitted to the Staff as
correspondence, in which we confirmed that we would submit this response to the Comment
Letter by August 23, 2005.

        To
facilitate your review of our responses to the comments by the Staff as set forth in the
Comment Letter, we have reproduced below the Staff’s comment followed by our
response.

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

Controls and Procedures,
page 53

          1.

          Your disclosure suggests that your disclosure controls and procedures are
          effective, but only to the extent that information  required to be
          disclosed is “recorded, processed, summarized and reported timely.”
          This disclosure does not address the  effectiveness of your disclosure
          controls and procedures with respect to whether information required to be
          disclosed by you in  the reports that you file or submit under the
          Exchange Act is accumulated and communicated to your officers to allow timely
           decisions regarding required disclosure. Please confirm whether your
          disclosure controls and procedures are also effective with  respect to
          the foregoing requirement. Please see Rule 13a-15(e) of the Exchange Act for
          additional guidance.

        In
response to the Staff’s comment, the Company hereby confirms that it maintains
disclosure controls and procedures, as such term is defined in the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), that are designed to provide
reasonable assurance (i) that information required to be disclosed in the reports the
Company files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms, and
(ii) that such information is accumulated and communicated to management, including the
Company’s chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Company confirms that its
management, with the participation of its chief executive officer and chief financial
officer, evaluated the effectiveness of the Company’s disclosure controls and
procedures as of the end of the period covered by the Company’s annual report on Form
20-F. Based on that evaluation, the Company’s chief executive officer and chief
financial officer concluded that the Company’s disclosure controls and procedures are
effective to provide reasonable assurance that (i) information required to be disclosed in
the reports the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules
and forms, and (ii) that such information is accumulated and communicated to management,
including the Company’s chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

          2.

          You state that there can be no assurance that your disclosure controls and
          procedures will detect or uncover all failures to  disclose material
          information. Please tell us whether your disclosure controls and procedures are
          designed to provide reasonable  assurance of achieving their objectives
          and whether your chief executive officer and chief financial officer concluded
          that your  disclosure controls and procedures are effective at that
          reasonable assurance level. Please refer to Section II.F.4 of Release
          No. 33-8238 for additional guidance.

        The
Company respectfully submits that any system of disclosure controls and procedures, no
matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of such system will be met. The Company respectfully refers
the Staff to its response to Comment 1 above and confirms that its disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives. In
addition, as stated in the response to Comment 1, based on their evaluation of the
effectiveness of the Company’s disclosure controls and procedures as of December 31,
2004, the Company’s chief executive officer and chief financial officer concluded
that the Company’s disclosure controls and procedures were effective at the
reasonable assurance level.

          3.

          We note your disclosure that “there have been no significant
          changes in the Company’s internal controls or in other factors
          that  could significantly affect these controls subsequent to the
          date of the evaluation thereof.” Consistent with the evaluation
          required by Rule 13a-15(d) of the Exchange Act, please confirm to us
          definitively whether there has been any change in your  internal control
          over financial reporting identified in connection with your evaluation that
          occurred during the period that has  materially affected or is reasonably
          likely to materially affect your internal control over financial reporting.
          Please see  Section II.F.4 of Release No. 33-8238 for additional
          guidance.

        In
response to the Staff’s comment, the Company confirms that there were no changes in
the Company’s internal control over financial reporting that occurred during the
period covered by the Company’s annual report on Form 20-F that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.

Notes to Consolidated
Financial Statements

Note 9: Taxes on Income,
page F-25

          4.

          We note your disclosure that no deferred income taxes have been provided on
          income attributable to your Approved Enterprise  production facilities in
          Israel. Even though you currently intend to reinvest the amount of your
          tax-exempt income and not  distribute such income as a dividend, a
          deferred tax liability may still be necessary unless the undistributed earnings
          are  essentially permanent in duration. Please tell us whether the
          undistributed tax-exempt income is essentially permanent in  duration.

        In
response to the Staff’s comment, the Company confirms that, pursuant to a binding
resolution of its board of directors adopted prior to the Company’s initial public
offering, the Company has determined that it will not distribute any amount of its
undistributed tax-exempt income as a dividend. Accordingly, the undistributed tax-exempt
income is essentially permanent in duration.

Acknowledgment

        In
connection with the foregoing responses to the Staff’s Comment Letter, the Company
acknowledges that:

n
The
Company is responsible for the adequacy and accuracy of the disclosure in the Company's
annual report on Form 20-F;

n
Staff
comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the Company’s annual report on
Form 20-F; and

n
The
Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

        If
you have any questions or concerns with respect to the foregoing, please contact the
undersigned at 011 9723 7534929 or by facsimile at 011 9723 7534940, or John Slavitt at
(650) 628-2110 or by facsimile at (650) 649-1975.

Sincerely,

BY: /S/ Eyal Desheh
——————————————

Eyal Desheh
Executive Vice President and

Chief Financial Officer

cc:
John
Slavitt, Esq., General Counsel, Check Point Software Technologies, Inc.
Jeffrey
D. Saper, Esq., Wilson Sonsini Goodrich & Rosati