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K R A M E R  L E V I N  N A F T A L I S  &  F R A N K E L  LLP

                                    November 30, 2005

Division of Corporate Finance
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549-0406
Attn:  Larry Spirgel

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

Dear Mr. Spirgel:

            On behalf of our client, Alvarion Ltd. (the "Company"), we provide
the Company's responses to the comment of the Staff (the "Staff") of the
Division of Corporation Finance of the Securities and Exchange Commission (the
"Commission") in its letter to the Company, dated October 27, 2005 (the "Comment
Letter"), with respect to the Company's Annual Report on Form 20-F for the year
ended December 31, 2004 (the "Form 20-F").

            This letter sets forth the Company's responses to the Staff's
comments. For your convenience, the Staff's comments contained in the Comment
Letter have been restated below in their entirety, with the responses to each
comment set forth immediately under the comment. The headings and numbered
paragraphs in this letter correspond to the headings and numbered paragraphs of
the Comment Letter.

Form 20-F for Fiscal Year Ended December 31, 2004
Financial Statements
Note 1:  General
d.  Acquisition of interWAVE Communications International, Ltd. page F-11

1.    Expand your disclosure in Note l: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.

      As part of the amalgamation agreement with interWAVE Communications
      International Ltd ("interWAVE"), the Company assumed 320,826 options, out
      of which 212,345 were vested at the date of consummation and 108,481 were
      unvested to the same date.

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November 30, 2005
Page 2

      The Company accounted for the assumed options under the accounting
      guidelines of Fin 44 and EITF 00-23. In accordance with question 17 of
      Interpretation 44, the fair value of the vested options should be
      accounted for as part of the purchase price of the acquired company.
      Unvested options granted by the acquiring company in exchange for
      outstanding unvested options held by employees of the acquired company
      should be considered part of the purchase price and accounted for under
      Statement 141 at fair value. However, to the extent that service is
      required after the business combination consummation date in order to vest
      in the replacement awards (i.e., the acquiring company's options), a
      portion of the unvested options' intrinsic value should be allocated to
      unearned compensation cost and amortized over the remaining vesting
      period. The amount of the compensation cost to be recognized as unearned
      compensation cost is based on the portion of the intrinsic value at the
      consummation date related to the employee's future service.

      The Company determined the date of the fair value calculation by applying
      the guidelines set forth in Issue 13 of EITF 00-23. In accordance with
      EITF-00-23 the fair value of the options should be measured on the date
      specified by the guidance of EITF 99-12. The amount of intrinsic value
      recognized as unearned compensation cost should be based upon the
      intrinsic value on the consummation date.

      Hence, the measurement date was established on October 16, 2004, based on
      the average share price of the closing prices on the NASDAQ two days
      before and two days after the announcement date.

      The Company used the Black-Scholes options pricing model with the
      following assumptions:

      o     Dividend yield of 0%
      o     Expected life of 3 years
      o     Volatility of 61%
      o     Risk free interest rate of 3.32%.

      Based on the Black-Scholes model and the aforementioned assumptions the
      fair value of all the options assumed by the Company amounted to
      $1,995,000 and was allocated between the vested options and the unvested
      options as follows:

      Since on the date of consummation, the services of interWAVE employees
      were required in order to vest in the options, the Company allocated the
      intrinsic value of the unvested options in the amount of $344,000 to
      unearned compensation cost and that amount is being amortized over the
      remaining vesting period. The cost, which was recognized as unearned
      compensation, was based on the portion of the intrinsic value on the
      consummation date related to the employees' future service.

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November 30, 2005
Page 3

      The remainder of $1,651,000 reflected the amount allocated to the purchase
      price.

      In response to the Staff's comment, the Company proposes to review and
      revise its disclosure to include the foregoing information in future
      filings.

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:

      o     Describe this inventory,
      o     Describe the circumstances and timing of the original write-downs,
      o     Explain why you were able to use this inventory after it had been
            written-off,
      o     Describe your original expectations that were un-met,
      o     Describe how you accounted for the sales of these inventories,
      o     Describe any remainder of these inventories on hand at December 31,
            2004, and
      o     Explain the impact of the use of the previously charged-off
            inventory on your results of operations in 2003 and 2004, including
            the impact of your gross profit in each period.

      Most of the Company's utilized inventory in 2003 and 2004 was related to
      the write-offs of excess inventory made in 2001 and to certain components
      of the acquired inventory from the acquisition of InnoWave that was
      recorded at zero value at the date of acquisition.

      In 2000, the Company built significant inventories to sell equipment to
      customers, primarily in the United States, to provide fast Internet access
      utilizing unlicensed bandwidth. During this year the Company estimated a
      growth rate of 30% in revenues in 2001. However, the sudden and unexpected
      slowdown in the telecommunication industry started in 2001 curtailed the
      ability of existing and prospective carriers and service providers to
      finance purchases of products such as the Company's. Many carriers and
      service providers had stopped deploying new networks or had ceased
      operations completely and were no longer potential users of the Company's
      products.

      For these reasons the Company experienced a decline in revenues from
      approximately $101.5 million in 2000 to approximately $92.0 million in
      2001, excluding revenues allocated to the products of Floware Wireless
      Systems Ltd. which was merged into the Company on August 1, 2001. This
      sudden slowdown took place after several consecutive years of annual
      growth from revenues of approximately $17 million in 1997 to approximately
      $101.5 million in 2000. In addition and as a result of this significant

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      industry slowdown, during 2001, the Company suffered from low visibility
      of the market needs and trends.

      Accordingly, in response to these market condition changes and after
      evaluating industry trends, the Company performed an inventory evaluation
      model designed to better align its inventory levels to the new market
      conditions and anticipated customer demand. The Company determined, based
      on the low market visibility, that it is unlikely that it would be able to
      utilize or market its entire inventory. As a result, during the second and
      third quarter of 2001 the Company wrote off what it deemed to be excess
      inventory in the amount of $45.3 million.

      The Company's inventory assessment was based on new and lower sales
      projections that reflected the industry slow-down, longer sales cycles, a
      slow-down in new products penetration which, accordingly, increased its
      excess inventory and caused it to be a slow-moving inventory, low
      visibility of the forecasted sales and the fact that certain components of
      products were deemed to be technologically phasing out.

      The inventory assessment in 2001 was performed horizontally,
      across-the-board, and included all the Company's products. Accordingly,
      certain product sales and sales forecasts for products such as the WALKair
      and BreezeACCESS OFDM decreased significantly and resulted in significant
      components related write-offs. The components were tested for excessive
      quantities, using the Company's products sales forecast for the next 12
      months.

      Former InnoWave Wireless Systems ("InnoWave") acquired inventory
      ----------------------------------------------------------------

      On April 1, 2003, the Company acquired certain assets and assumed certain
      liabilities of InnoWave. As part of the assets acquired, the Company
      acquired InnoWave's inventory.

      In accordance with paragraph 37 c. of FASB 141, the Company evaluated the
      fair value of InnoWave's inventory on the date of acquisition and based
      its estimation on its then-sales projections. This inventory consisted
      mainly of the MGW products and related components, which was InnoWave's
      mature and commercially available product.

      Inventory utilization
      ---------------------

      During 2003, the overall worldwide demand for broadband access increased,
      both in the developed and developing regions of the world where the
      existing infrastructure is of poor quality or missing entirely.
      Consequently, this demand increased the demand for the Company's broadband
      wireless products. As a result, the demand for part of the related
      products of the Company's previously written-off components increased
      significantly and the Company began utilizing part of the written-off
      inventories. However, since the demand for these written-off components
      and their related products sales cycle is

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      relatively slow and lasts longer than the Company's regular sales cycle,
      the Company's sales efforts turned fruitful and it only began utilizing a
      material portion of these inventories during 2003 and 2004. During 2003
      and 2004, approximately $6 million and $5.5 million of the cost of
      previously written-off inventory, respectively, which comprise 98% of each
      year's utilization of written off inventory, were used as products'
      components in its regular production course and were sold as finished
      goods to end users. These sales were reflected in the Company's revenues
      without additional cost in the cost of sales in the period the inventory
      was utilized as required by ARB 43, Chapter 4 footnote 2. This inventory
      utilization increased the Company's gross profit in 2003 and 2004 by 4.8%
      and 2.7% of sales, respectively. During each of 2003 and 2004 the Company
      sold approximately $100,000 of product components to jobbers. The sales
      amount was deducted from the cost of sales. By the end of 2004 these
      inventories primarily contained certain components of the WALKair,
      BreezeACCESS OFDM and MGW products. They are located in a separate site
      and most of them are in the process of being scrapped.

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

      The Company notes that its MD&A addresses the utilization of written-off
      inventory. In response to the Staff's comment, the Company proposes to
      revise its disclosure in its MD&A in future filings to provide additional
      information with respect to the utilization of written-off inventory.

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.

      Year 2003 annual goodwill valuation test
      ----------------------------------------

      The Company acquired certain assets and assumed certain liabilities of
      InnoWave Wireless Systems on April 1,2003. The acquisition enabled the
      Company to expand its product portfolio with new solutions and to offer
      its customers a comprehensive range of integrated wireless broadband
      access products and platforms. In addition it has increased and
      strengthened the Company's diversified customer base, marketing and sales
      channels and the Company's experience in large-scale deployments.

      Based on Paragraph 30 of FASB 142 a reporting unit is an operating segment
      or one level below an operating segment (referred to as a component). A
      component of an operating segment is a reporting unit if the component
      constitutes a business for which

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      discrete financial information is available and segment management
      regularly reviews the operating results of that component. The relevant
      provisions of Statement 131 and related interpretive literature are used
      to determine the reporting units of an entity.

      Based on paragraph 10 of FASB 131, an operating segment is a component of
      an enterprise: a. That engages in business activities from which it may
      earn revenues and incur expenses,

      b. Whose operating results are regularly reviewed by the enterprise's
      chief operating decision maker ("CODM") to make decisions about resources
      to be allocated to the segment and assess its performance, and

      c.  For which discrete financial information is available.

      Following the acquisition, InnoWave, with its entire operations, was fully
      integrated into the Company. InnoWave's products are complementing the
      Company's traditional product portfolio, targeting the same type of
      customers and the same regions. The same sales managers carry out the
      sales and marketing efforts of the Company's entire product portfolio.
      InnoWave's research and development group was integrated completely into
      the Company's traditional research and development group. In addition, the
      Company does not have discrete financial information available for
      InnoWave activities and the Company's enterprise's CODM, which consists of
      the CEO, President & COO and the CFO, does not review InnoWave's operating
      results on a standalone basis as their activities were fully integrated
      into the Company's business without the ability to differentiate former
      InnoWave results. Therefore, the Compa