SecProbe.io

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Room 4561
								September 27, 2005

Mr. Alexander Gersh
Chief Financial Officer
NDS Group plc
One London Road
Staines, Middlesex TW18 4EX
United Kingdom

Re:	NDS Group plc
Form 10-KSB for Fiscal Year Ended June 30, 2005
		File No. 0-30364

Dear Mr. Gersh:

      We have reviewed the above referenced filing and have the
following comments.  Please note that 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 document. We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  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.

Form 10-K for Fiscal Year Ended June 30, 2005

Notes to Consolidated Financial Statements

Revenue recognition, page 42

1. We note that you follow SAB No. 104, SOP 97-2 and EITF 00-21 in
recognizing revenue.  Please clarify how these models interact, in
the context of each of your revenue streams, by telling us the
following:
a. For each revenue stream presented on the statement of
operations,
identify the individual elements included in each type of
arrangement
and which revenue recognition models are being applied.  Ensure
that
your response addresses each of the technology solutions and
services
described within the Business Overview section (pages four through
six) and identifies the revenue stream to which each is
classified;
b. Clarify the timing under which you provide each deliverable,
incur
costs, and receive payments from customers;
c. Describe the terms of any customer acceptance provisions
contained
in each type of arrangement;
d. Describe how you allocate revenue to each of the elements in
each
type of arrangement and how you determined the existence of fair
value of each element, or, in the case of software arrangements,
how
you have established VSOE.

2. We note that changeover cards are periodically provided in
order
to permit "new features and up-to-date technology to be
introduced"
(page 4).  With regard to arrangements which include undelivered
changeover cards, tell us how you have considered whether the
changeover cards represent obligations to provide specified future
products or whether the features provided by the changeover cards
are
to be provided on an as-available basis (e.g., software upgrades).
That is, explain in detail how you are accounting for the
conditional
access smart cards and security fees.  This discussion should
address
the basis for accounting for the changeover cards as a separate
element from the maintenance revenues.  Indicate the accounting
literature that supports your accounting for the changeover cards.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
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 any amendment and your 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
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 Tamara Tangen at (202) 551-3443 if you have
questions regarding the above comments.  If you need further
assistance, you may contact me at (202) 551-3488.

      Sincerely,

      Stephen G. Krikorian
      Branch Chief - Accounting

Mr. Alexander Gersh
NDS Group plc
September 27, 2005
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