SecProbe.io

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Room 4561
								November 15, 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 your responses to the comments raised in
our
letter dated September 27, 2005 and have the following comments.

      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.

Prior comment 1

1. With regard to your accounting for revenue from sales of smart
cards in accordance with SAB No. 104, tell us when you last
assessed
the continuing applicability of this revenue model. Your
accounting
for smart cards in accordance with this model suggests that you
believe software is incidental to these products.  Given the rapid
technological advances inherent in your industry, tell us what
consideration you have given to whether the software embedded in
your
smart cards could be more than incidental to the product and would
therefore require the application of SOP 97-2.  At a minimum,
please
address the following in your response:

a. Describe your consideration of each of the factors identified
in
the second footnote to SOP 97-2, as well as any other factors that
you consider to be relevant in supporting your determination that
software is incidental to your smart cards and replacement cards.

b. Define the nature of security maintenance that is provided to
purchasers of the smart cards.  Indicate whether these maintenance
services include upgrades or bug fixes.

c. Clarify whether smart cards have substantive functionality
apart
from the software to perform the operations required by customers.
That is, are the operations of the smart card carried out
primarily
by the software or the hardware or are the functions
interdependent?
Tell us whether smart card software is ever sold outside of
arrangements that also include smart cards.

d. Clarify whether the new features and up-to-date technology
introduced by changeover cards impact the card, the software, or
both.  Similarly, tell us whether the customization services you
offer result in the modification of the embedded software, the
hardware or both.

2. We note that the conditional access category has various
revenue
elements that each have different revenue policies.  Consider
revising your disclosure to clearly indicate how revenue is
recognized and earned by each type of technology service provided
or
by the three main categories of customers (see your page 2). This
disclosure would then be consistent with the revenue line items
presented on your statement of income.  For example, your response
illustrates that conditional access revenue arises from
integration,
development and support and license fees, however, this fact is
not
clearly disclosed and addressed in the footnote.  Further, the
method
of allocating the fees to elements should also be clearly
disclosed.
See SAB Topic 13 (B).

3. We note that in some cases you follow SOP 97-2 and in others
you
apply SAB 104 and EITF 00-21.  Tell us whether any of your
arrangements include both SOP 97-2 elements and SAB 104 elements.
If
so, clearly indicate how you apply EITF 00-21 in these instances.
For example, indicate how you bifurcate revenue to the smart card,
security maintenance and conditional access software.  Include
disclosures accordingly.

Prior comment 2

4. With regard to the customer arrangements identified in your
response as "Contract Type A" and "Contract Type C", please
further
clarify the nature of your continuing performance obligations.
Explain why you believe that the obligation represents a
deliverable
since at the inception of the contract the deliverable is not
specified or known.  Conversely, if the smart cards are subject to
SOP 97-2, tell us whether your obligations to provide changeover
cards represent specified future products or functionality to be
created and delivered or whether your obligation is to provide
changeover cards that include upgrades and new features on an
unspecified or as-available basis.  Further, indicate why you do
not
believe that this obligation should be considered part of PCS
since
it is due on a "when-and-if available" basis.

      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.

	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

cc:   	Via facsimile:  212-918-3100
      Amy Bowerman Freed, Esq.
      Hogan & Hartson L.L.P.
      875 Third Avenue
      New York, NY  10022

Mr. Alexander Gersh
NDS Group plc
November 15, 2005
Page 3

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