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                           FULBRIGHT & JAWORSKI L.L.P.
                   A Registered Limited Liability Partnership
                          666 Fifth Avenue, 31st Floor
                          New York, New York 10103-3198
                                www.fulbright.com

NEIL GOLD                                    DIRECT DIAL:         (212) 318-3022
PARTNER                                      TELEPHONE:           (212) 318-3000
NGOLD@FULBRIGHT.COM                          FACSIMILE:           (212) 318-3400

                                 August 12, 2005

Mr. Larry Spirgel
Securities and Exchange Commission
Division of Corporation
Finance 450 Fifth Street, N.W.
Mail Stop 03-05
Washington, D.C.  20549-0305

         Re:      Orckit Communications Ltd.
                  Form 20-F for the Year Ended December 31, 2004
                  File No. 000-28724

Dear Mr. Spirgel:

         On behalf of Orckit Communications Ltd. (the "Company"), we hereby
submit to you the Company's responses to the comments of the Staff set forth in
its letter dated July 18, 2005 relating to the Company's Form 20-F for the year
ended December 31, 2004 (the "Form 20-F").

         All responses to the comments set forth in this letter are submitted on
behalf of the Company at its request. All responses to the accounting comments
were prepared by the Company in consultation with its independent auditors. Set
forth after each numbered paragraph, each of which corresponds to the numbered
paragraphs of the July 18, 2005 comment letter, are the Company's responses to
the Staff's comments.

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

Financial Statements and Notes
------------------------------

Consolidated Statements of Operations, page F-4
-----------------------------------------------

1. We note from the fourth paragraph of page 19 that you ceased Spediant System
(ADSL) operations in 2004, and that you have recorded fixed

      Houston o New York o Washington DC o Austin o Dallas o Los Angeles o
             Minneapolis o San Antonio o Hong Kong o London o Munich

Mr. Larry Spirgel
August 12, 2005
Page 2

asset impairment of $1.8 million in your ADSL product line. In that regard,
explain to us why you did not report discontinued operations in accordance with
SFAS 144 or revise.

         Response:
         --------

         The Company is engaged in the design, development, manufacture and
         marketing of advanced telecom equipment, targeting high capacity
         broadband services. Until 2003, substantially all of the Company's
         revenues were derived from the sale of advanced telecom equipment
         consisting of ADSL (Asymmetric Digital Subscriber Line) broadband
         equipment and, to a lesser extent, of HDSL (High Digital Subscriber
         Line) equipment. Revenues from advanced telecom equipment using these
         technologies decreased significantly due to technological developments
         and product evolution in the high-volume broadband services markets.

         The Company initiated and funded two major technology projects that
         were developed by subsidiaries of the Company. These projects, which
         continue the Company's engagement in the advanced telecom equipment
         field, use next generation technologies. These new technologies support
         the transport of high levels of packet data traffic, which could not be
         supported efficiently by traditional technology (ADSL or HDSL). The
         products developed using these new technologies were intended to
         replace the ADSL and HDSL products, whose sales were diminishing. These
         projects included the development, manufacturing and marketing of RPR
         (resilient packet ring)-based telecom equipment by Corrigent Systems,
         and the development of DSL-based telecom equipment by Spediant Systems.

         Due to the decline in sales of ADSL equipment, an impairment of
         property and equipment in the amount of approximately $1.8 million was
         made in the Company's financial statements for the year ended December
         31, 2003 in relation to ADSL-related activities of the Company. This
         impairment was not related to the activities of Spediant Systems.
         Accordingly, the Company stated in note 2 to the financial statements
         filed with the Form 20-F :

         "In addition, in 2003, the Company recorded an impairment of property
         and equipment in the amount of approximately $1.8 million, representing
         write-off of property and equipment relating to the ADSL product line
         (see also note 1a)".

         During 2004, the Company's management concluded that in order to
         continue the design, development, manufacture and marketing of advanced
         telecom equipment, it should focus on the development of RPR-based
         telecom equipment by Corrigent Systems, and cease the development of
         the DSL-based telecom equipment by Spediant Systems.

Mr. Larry Spirgel
August 12, 2005
Page 3

         Since Spediant Systems' activities consisted primarily of research and
         development and selling, general and administrative expenses that
         represent expenses related to providing its products under development
         to potential customers to test and provide comments regarding the
         continuing development of the product, its cash flows did not represent
         independent cash flows as contemplated in paragraph 4 of SFAS 144 and
         therefore would not constitute a "component of an entity" as defined in
         paragraph 41 of SFAS 144. In addition, this technology development
         project was part of the Company's advanced telecom equipment
         operations, which is still continuing. The majority of Spediant Systems
         employees were employed by Corrigent Systems immediately after Spediant
         Systems ceased its activities. Accordingly, even if Spediant Systems
         was considered a "component of an entity", since substantially all the
         cash flows of Spediant Systems have not been eliminated from the
         ongoing operations of the Company, reporting the results of that entity
         as a discontinued operation would not be appropriate following the
         criteria in paragraph 42(a) of SFAS 144.

Note 3.  Severance Pay, page F-13
---------------------------------

          2. We note from the third paragraph that the liability associated with
the retirement of your employees are not reflected in the balance sheets since
the amounts funded are not under the control and management of the Company.
Explain to us your basis of not recording any minimal liability related to your
pension plan in accordance with SFAS 87.

         Response:
         --------

         Excluding the severance pay liability as described in response to
         comment 3, the Company does not have any liability for employee
         pensions. As customary in most Israeli entities, the Company and its
         employees deposit monthly amounts to pension funds, and these
         contributions irrevocably transfer the liability for the pension
         payments after retirement to the pension funds. Therefore, the Company
         did not record any liability related to pension plans, excluding
         liability for severance pay. See also response to comment 3.

         3. Tell us and disclose your accounting policy for your retirement
obligations.

         Response:
         --------

         Under Israeli law there is a requirement for payment of severance pay
         upon dismissal of an employee or upon termination of employment in
         certain other circumstances. The Company's severance pay liability to
         its employees is usually based upon the length of the employee service
         and the last monthly salary (one month's salary for each 12 month
         period of employment). The liability is partly funded by the purchase
         of insurance

Mr. Larry Spirgel
August 12, 2005
Page 4

         policies or pension funds and by deposits made into dedicated deposits
         owned by the Company.

         The amount which is subject to severance pay is the base salary, and
         the severance pay is calculated as 8.33% (equivalent to the ratio of
         one month per year) of such base salary.

         Under Israeli legislation amended in 1998 to allow arrangements between
         a company and its employees, a company and an employee can agree that
         the employee will not be entitled to severance payments in addition to
         such 8.33% deposit, calculated on a monthly basis as incurred (as
         opposed to a liability based on the last monthly salary of the
         employee). Accordingly, subject to making a monthly deposit of such
         8.33%, the Company is relieved from any severance commitment to the
         employee upon termination of employment (i.e. the Company does not have
         to adjust the liability according to the last monthly salary), while
         the employee becomes the owner of such 8.33% deposits.

         Paragraph 3 of note 3a of the Company's financial statements included
         in the Form 20-F describes only the case for the Company's employees
         that agreed to this arrangement. There is no minimal liability in this
         case to the Company, since all amounts due are fully covered by the
         monthly deposits, which are owned by such employees.

         Regarding employees that are not part of that type of arrangement, the
         circumstances under Israeli law are consistent with those described in
         EITF 88-1 "Determination of Vested Benefit Obligation for a defined
         Benefit Pension Plan", since the provisions under Israeli severance pay
         law require that, in most cases, the benefit an employee has accrued
         for service to date is payable immediately upon separation. Therefore,
         the Company uses the shut-down method described as Approach 1 in EITF
         88-1, and, accordingly, records liabilities equal to the benefits to
         which the employee is entitled immediately upon termination.

         By implementing the accounting treatment described above, the Company
         follows the accounting described in SEC staff outline dated November 1,
         2004 entitled "International Financial Reporting and Disclosure
         Issues". As mentioned in Appendix A.5 to that outline:

           "A typical Israeli retirement arrangement contains elements of both
           defined contribution and defined benefit plans. The arrangement
           includes deferred vested benefits that supplement primary benefits
           provided by the Government. While companies are not obligated to
           pre-fund the liability, many pre-fund it through managers' insurance
           and/or mutual funds. There is no legal defeasance, since the sponsor
           typically is the beneficiary of the funding arrangement.

           Israeli registrants have properly not followed SFAS 87 in accounting
           for the deferred vested portion of the arrangement. EITF 88-1 applies
           to this

Mr. Larry Spirgel
August 12, 2005
Page 5

          arrangement. Under EITF 88-1, companies not using Statement 87 for
          deferred vested benefits should record the obligation as if it was
          payable at each balance sheet date (the so called "shut-down method").
          The liability should be recognized on an undiscounted basis as
          contemplated by EITF 88-1".

         As mentioned above, paragraph 3 of note 3a of the Company's financial
         statements does not relate to these employees, and the liability
         associated with the retirement of these employees is reflected in the
         Company's balance sheets.

         In future filings the Company will clarify its accounting policy for
         its retirement obligations, setting forth the above information.

Note 5.  Royalty Commitment, page F-15
--------------------------------------

         4. In future fillings, clarify your disclosure about your contingent
royalty obligations to the Government of Israel. Disclose and explain to us how
and when these contingencies become payable and are recorded in your financial
statements.

         Response:
         --------

         The Company is committed to pay royalties to the Government of Israel
         on proceeds from sales of products whose research and development was
         funded by Government grants. As long as successful development of
         Government-funded projects and actual sales are not assured, the
         Company is not obligated to pay any royalties to the Government.

         The Company follows the guidelines set forth by the SEC in its staff
         outline dated November 1, 2004 entitled "International Financial
         Reporting and Disclosure Issues". As summarized in Appendix A.5 to that
         outline, the Office of the Chief Scientist ("OCS") in Israel provides
         grants for research and development efforts. Under Israeli law, if such
         efforts succeed, royalties on the revenues derived from the sale of
         products and services developed using such grants are payable to the
         Israeli Government. Royalties payable are subject to interest on the
         dollar-linked value of the total grants received at an annual rate of
         LIBOR applicable to dollar deposits.

         Royalty expenses are paid biannually for all sales of products and
         services developed using such grants and are classified as part of cost
         of sales.

         In future filings the Company will clarify its accounting policy for
         its contingent royalty obligations, setting forth the above
         information.

Mr. Larry Spirgel
August 12, 2005
Page 6

Note 6.  Shareholders' Equity, page F-16
----------------------------------------

Exercise of Options
-------------------

         5. We note that in 2003, you issued 600,000 ordinary shares to your
employees under the 'Orckit Communications Ltd. 2003 Subsidiary Employee Share
Incentive Plan' with no consideration. We also note that the shares vest over a
period of three years and they may be exchanged at any time by the Company, at
its discretion, for a number of options to purchase shares of the applicable
subsidiary. You disclosed that during 2003, 60,000 of the shares were forfeited
and 540,000 shares were exchanged to options to purchase shares of subsidiaries
and that you applied variable accounting to the Plan until the exchange. Please
address the following comments.

    a. Note that if the only uncertainty about the number of shares to be
    awarded relates to forfeitures, the measurement date related to the
    compensation for the shares issued would be the grant date, assuming the
    service will be rendered. Advise us if your Plan has performance conditions
    other than employee service that make it a variable Plan, which requires
    variable accounting treatment. Addressing the relevant accounting
    literature, explain your basis for variable accounting to the Plan until the
    exchange.

         Response:
         --------

         As described above, in 2003, the Company issued for no consideration,
         600,000 of its ordinary shares to employees of its subsidiaries (the
         "2003 Plan"). The shares were deposited with a trustee and were to vest
         after a period of 3 years. To date, no additional grants have been made
         under the 2003 Plan. According to the 2003 Plan, the shares issued
         could have been exchanged at any time by the Company, in its
         discretion, for a number of options to purchase shares of the
         applicable subsidia