SecProbe.io

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MAIL STOP 3561

      July 8, 2005

Mr. Israel Frieder, Chief Executive Officer
Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132, Israel

      Re:	Israel Technology Acquisition Corp.
		Amendment No. 2 to Registration Statement on Form S-1
      Filed June 10, 2005
		File No. 333-123331

Dear Mr. Frieder:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.

General

1. We note your response to comment four of our letter dated June
7,
2005.  We understand that existing shares will not be specifically
eligible for the conversion feature or pro rata distribution, if
it
occurs.  We are looking at this issue from an economic prospective
and the average price existing shareholders pay for their "equity
stake" in the company.  Because existing stockholders received the
initial shares at a minimal price, they would not be affected in
the
same proportion as public stockholders by exercising their
conversion
rights if they decided to do so on those shares for which such
rights
apply.  For instance, existing stockholders will own 20% of the
company after the offering due to their current holdings.  If the
existing stockholders purchased an additional 20% in the offering,
and then decided to exercise their conversion rights with respect
to
that same 20% (essentially equal to the 19.99% conversion
limitation), the existing stockholders would have effectively
contributed $3.00833 per share to the company for their equity
holdings in the company.  Since the shares held by the existing
stockholders are all economically fungible, their true economic
weighted average cost of $3.00 per shares is less than the
conversion
price of $5.20 per share and thus there is an incentive on the
part
of existing stockholders to exercise those conversion rights (with
a
spread in the amount of approximately $2.20 per share converted)
which does not exist in the case of the public stockholders.  As
such, we are still of the opinion that the prior comment regarding
incentives and disincentives applies.  Please revise the
disclosure
to discuss this.

Financial Statements

Note 2 - Proposed Public Offering, page F-8
2. Please expand the note to disclose the significant terms of the
purchase option, including the material terms discussed on page
46.
In addition, please tell us how you intend to account for the
underwriter`s purchase option in your financial statements.
Explain
your basis for the proposed treatment and refer to the
authoritative
accounting guidance.  As applicable, expand MD&A to discuss the
transaction and any likely material effect on your future
financial
condition and results of operations.

Closing Statements

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Don Wiland at (202) 551-3392 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Fax: (212) 818-8881
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Israel Technology Acquisition Corp.
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