SecProbe.io

December 6, 2013
Via E -mail
Arie Trabelsi
Chief Executive Officer
SuperCom Ltd.
1 Shenkar Street
Hertzliya Pituach 4672514, Israel

Re: SuperCom Ltd.
Amendment No. 2 to Registration Statement on Form F -1
Filed November 25, 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 facts and
circumst ances 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 comments.

Unau dited Pro Forma Condensed Combined Financial Statements, page 30

1. Refer to our prior comment 2.   In light of your response to our prior comment, which
indicated that the $13 million in offering proceeds will be derived from a firm
commitment offering, plea se tell us why your pro forma income statements do not
include an adjustment which gives effect to the impact of the shares to be issued on your
pro forma earnings per share.   Revise your pro forma income statements to include the
referenced adjustment or tell us why you believe no revisions are necessary.

Exhibits and Financial Statement Schedules, page II -3

Exhibit 5.1

2. We note the opinion filed as exhibit 5.1 in response to comment 3 in our letter dated July
23, 2013 relates to up to 3,450,000 ordinary shares “at an aggregate offering price not to

Arie Trabelsi
SuperCom Ltd.
December 6, 2013
Page 2

 exceed $15,500,000.”  However, based on the fee table and the disclosure o n your
prospectus cover page, the maximum aggregate offering price may exceed that dollar
amount.  Please submit a revised opinion that relates to all of the securities included in
the registration statement.

Exhibit 23.2

3. We note your response to prior  comment 10 and that in this consent your independent
auditor, Fahn Kanne & Co, refers to its audit report dated May 9, 2012 (except Note 17,
as to which the date is November 21, 2013 ).  However, we also note from page F -2 that
your independent auditors’ r eport is dated May 9, 2012 (except Note 17, as to which date
is November 22, 2013 ).  Please obtain and include a currently dated and signed consent
from Fahn Kanne & Co. in your next amendment.   Audit report dates referenced in the
revised and updated cons ent should agree with the dates from the Fahn Kanne & Co.
audit report included in the filing.

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 Act 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 discl osures 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 st aff, 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
decla ring the filing effective, 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 proc eeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

Arie Trabelsi
SuperCom Ltd.
December 6, 2013
Page 3

 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, Accounting Reviewer, 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 J. Glusband, Esq.