SecProbe.io

September 11, 2013

Via E -mail
Arie Trabelsi
Chief Executive Officer
SuperCom Ltd.
The Nolton House
14 Arie Shenkar Street
Herzliya Pituach 4672514, Israel

Re: SuperCom Ltd.
Amendment No. 1 to Registration Statement on Form F -1
Filed August 26, 2013
 File No.  333-189810

Dear Mr. Trabelsi:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your fac ts and
circumstances or do not believe a n amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional c omments.

Prospectus Cover Page

1. We note your response to prior comment 2.  Please include the names of the lead
underwriters in the next amend ment to the registration statement.  Please be advised that
we will defer further review of any amend ment that does not include the names of the
lead underwriters in response to our comment and we will pro ceed with our review only
when the lead underwriters are named in an amend ment to the registration statement.

Unaudited Pro Forma Condensed Combined Financi al Statements, page 30

2. We note that you are reflecting the receipt of $24 million of offering proceeds from the
issuance of shares being registered in this offering within your pro forma balance
sheet.   Please explain to us why reflecting the cash impact of the issuance of these shares
as a pro forma adjustment is factually supportable.   Within your discussion, please

Arie Trabelsi
SuperCom Ltd.
September 11, 2013
Page 2

 confirm to us and revise the filing to disclose, if true, that the $24 million offering is a
firm commitment offering from an underwriter.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 33

Note 1.   Description of Transaction and Basis of Presentation, page 33

3. We note that you agreed to pay an additional $12.5 million of contingent consideration
for earn -out payments based upon performance and milestones.   We further note that you
determined the fair value of this contingent consideration to be $7 million.   Please revise
your filing to clearly explain how you determined the $7 million fair value for this
contingent consideration.   Disclose the significant assumptions and how the significant
assumptions were determined.

Note 3.   Pro forma Adjustments Related to  the Acquisitions, page 33

4. Reference is made to adjustment (c).   Please revise this Note to clearly disclose how the
$1 million depreciation and amortization adjustment for the fixed assets and intangible
assets purchased as part of this acquisition was c alculated.   Your revisions should include
disclosures of the significant assumptions underlying the adjustment and how the
significant assumptions were determined.

5. Reference is made to adjustments (d) and (f).   We note you are to pay $10 million of cash
consideration for the SmartID Division of OTI by paying $5 million upon closing and an
additional $5 million by February 13, 2014.   Please tell us and revise this Note to explain
why you reflected the entire $10 million payment as a credit to cash conside ring that a
portion of the consideration is to be paid upon closing and the balance due will be paid at
a later date.   Also, revise the Note to explain in further detail what portion of the cash pro
forma adjustment amount relates to the elimination of cer tain assets and liabili ties of
OTI's SmartID Division  which are not to be acquired or assumed by you.

6. Reference is made to adjustment (e).   Please tell us and revise your filing to explain why
your $1.7 million adjustment for deferred tax assets related t o this acquisition impacted
your accumulated deficit. Please tell us the authoritative accounting literature that you
considered when determining the required pro forma tax related adjustments associated
with this pending acquisition.

Note 6.   Purchase P rice Allocation, page 34

7. We note you allocated $4.5 million and $10 million of the purchase price to “software
and other IP” and “customer contracts ,” respectively.    Please revise the filing to provide
management’s significant assumptions and the basis f or the significant assumptions used
in determining the fair value of these intangible assets, including the estimated useful
lives thereof.

Arie Trabelsi
SuperCom Ltd.
September 11, 2013
Page 3

Index to Financial Statements, page F -1

8. Please revise the filing, as necessary, to include updated financial state ments and related
disclosures.   Refer to the guidance at Item 8(A)(5) of Form 20 -F.

SuperCom Ltd. Financial Statements, page F -2

Notes to Consolidated Financial Statements, page F -10

9. We note you disclosed that you adjusted all share and per share numbers in the
prospectus, other than your historical financial statements, for a 1 share for 4.250002
shares reverse stock split that was effected on August 23, 2013.   Please revise your
historical financial statements to reflect the reverse stock split based upon the guidance in
260-10-55-12 of the FASB Accounting Standards Codifications and SAB Topic 4(C) or
alternatively, please tell us how you complied with this guidance. Please consider t he
impact of this comment on your pro forma financial statements and related Notes
beginning on page 30.

10. Further to the above, please explain to us how your independent auditor s considered
referencing and dual -dating their audit opinions on pages F -2 and F-3 related to the
reverse stock split that was effected on August 23, 2013.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Ac t of 1933 and
all applicable Securities Act rules require.  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 t he disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Arie Trabelsi
SuperCom Ltd.
September 11, 2013
Page 4

Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time for us to review any amendment prior to the request ed effective date  of the
registration statement .

You may contact Tara Harkins at (202) 551 -3664 or Jay Webb, Acco unting Review er, at
(202) 551 -3603 if you have questions on the financial statements and related matters.  Please
contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior Attorney, at (202) 551 -3525
with any other questions.

 Sincerely,

 /s/ Mary  Beth Breslin for

 Amanda Ravitz
 Assistant Director

cc (via e -mail): Steven C. Glusband, Esq.