SecProbe.io

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Room 4561
								December 30, 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 November 30, 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 3

1. In order for us to fully consider your response to prior
comment 3
please provide the following information related to the
arrangements
you have described.  Please tell us the following:

a. Your response suggests that security maintenance services and
replacement smart cards are a part of these arrangements (i.e., as
a
package), however, you deem these elements to be "separate
contracts".  Tell us your accounting basis for determining how
these
elements are separate contracts and how you have considered these
separate contracts under the guidance of TPA 5100.39.  See
paragraph
2 of EITF 00-21.

b. Clarify how you apply EITF 00-21 in allocating the fees to each
element included in an arrangement with your customers.  Identify
all
deliverables included in an initial contract and in subsequent
deliverables. Your response does not address how you account for
the
PCS that is sold for the conditional access software (i.e.,
initial
contract).  See your response to prior comment no. 1(d)(iii) of
your
October 12, 2005 letter.  Provide us with your analysis under
paragraphs 4(a)(iii) and 9 of EITF 00-21.  It appears that certain
deliverables are subject to SOP 97-2 and to SAB 104; therefore, an
analysis under EITF 00-21 seems necessary.

Form 10-Q for the Quarter Ended September 30, 2005

2. We note that on page E-5 of the transcript of your November 1,
2005 conference call (filed as an exhibit to Form 8-K filed on
November 3, 2005) you appear to have discussed a reclassification
of
$13 million in labor costs to cost of sales from research and
development expense in the current quarter.  According to the
transcript, your intent was to "explain some different treatment
of
certain costs" in the current year versus their treatment in the
prior year and to permit users to compare the periods on an
"apples-
to-apples" basis.  Please tell us why you do not appear to have
discussed this change in your discussion of results of operations
in
the Form 10-Q for the quarter ended September 30, 2005.

      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
December 30, 2005
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