SecProbe.io

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Mail Stop 6010

      May 24, 2005

Via Facsimile and U.S. Mail

Mr. Robert K. Lifton
Chief Executive Officer
Medis Technologies Ltd.
805 Third Avenue
New York, NY  10022

	Re:	Medis Technologies Ltd.
		Form 10-K for the fiscal year ended December 31, 2004
Filed March 16, 2005
		File No. 0-30391

Dear Mr. Lifton:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your future filings 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

1. We note that you changed auditors for your 2003 fiscal year
from
Ernst & Young, U.S., to Kost Forer Gabay & Kasierer, a member of
Ernst & Young Global.  It appears that you did not file a Form 8-K
to
report this change in auditors.  Please tell us why.

Consolidated Balance Sheets, page F-4

2. Please tell us and revise future filings to disclose the nature
of
and accounting for your leasehold incentive obligations.  Discuss
why
you reflect $935,000 of this obligation as an adjustment to
reconcile
net loss to net cash used in operating activities on page F-7.

Note G. Stockholder`s Equity, page F-21

3. Please supplementally show us your calculation of the
retroactive
adjustment to EPS as a result of the March 11, 2003 rights issue.
See paragraph 56 of SFAS 128.  Additionally, please tell us and
disclose in future filings why you gave retroactive adjustment to
the
rights offering.  That is, if true, disclose that the rights issue
contained a bonus element, similar to a stock dividend, as a
result
of the exercise price at issuance being less than the fair value
of
the your common stock.  See paragraph 55 of SFAS 128.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response 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 and
Exchange Act of 1934 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 facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* 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.
      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 our review of your filing or in
response to our comments on your filing.

      You may contact David Burton, Staff Accountant, at (202)
551-
3626 or me at (202) 551-3604 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Michele
Golhke,
the Branch Chief, at (202) 551-3327.

							Sincerely,

							Kate Tillan
							Assistant Chief Accountant
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Robert K. Lifton
Medis Technologies Ltd.
May 24, 2005
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