SecProbe.io

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Mail Stop 3533
      							October 27, 2005

Mr. Zvi Slonimsky
Chief Executive Officer
Alvarion Ltd.
21A HaBarzel Street
Tel Aviv 69710, Israel

	Re:	Alvarion Ltd.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed: June 21, 2005
		File No. 0-30628

Dear Mr. Slonimsky:

      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 documents 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 or may not
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 20-F for Fiscal Year Ended December 31, 2004
Financial Statements
Note 1: General
d. Acquisition of interWAVE Communcations International, Ltd. page
F-
11

1. Expand your disclosure in Note 1:d and tell us in your response
letter how you determined the fair value of the 320,826 options
granted to Interwave employees.  Describe for us the terms of
these
options and the method you used to determine their value.

Note 2: - Significant Accounting Policies
g. Inventories, page F-15

2. Refer to the penultimate paragraph of page F-15, which
indicates
approximately $6.1 million and $5.6 million of previously written
off
inventory was used in 2003 and 2004, respectively.  With a view to
additional disclosure, tell us the following:
* Describe this inventory,
* Describe the circumstances and timing of the original write-
downs,
* Explain why you were able to use this inventory after it had
been
written-off,
* Describe your original expectations that were un-met,
* Describe how you accounted for the sales of these inventories,
* Describe any remainder of these inventories on hand at December
31,
2004, and
* Explain the impact of the use of the previously charged-off
inventory on your results of operations in 2003 and 2004,
including
the impact on your gross profit in each period.

3. In addition, please also provide a comprehensive discussion in
MD&A addressing each of the issues identified in the above
comment.

k. Other intangible assets, net, page F-16

4. In light of your acquisitions of InnoWave Wireless Systems and
interWAVE Communications International, Ltd., it is unclear to us
why
you have only one reporting unit.  Please refer to SFAS No. 142
and
explain to us in detail the basis for your conclusion.

5. Disclose and explain to us, in detail, your basis for not
performing your annual goodwill impairment test in 2004.  You
should
address each of the SFAS No. 142, paragraph 27 criteria in your
response.  Also, specifically explain to us why your recent
acquisition of interWAVE Communications International, Ltd did not
necessitate a re-measurement of the fair value of the reporting
unit.
Please also tell us the amount of your most recent fair value
determination and the margin that this amount exceeded the
carrying
amount of the reporting unit.

*    *    *    *

      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.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your 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 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
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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accountant Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3810 with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Zvi Slonimsky
Chief Executive Officer
Alvarion Ltd.
October 27, 2005
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