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 Allot Ltd.
 22 Hanagar Street
 Neve Ne’eman Industrial Zone B
 Hod-Hasharon 4501317, Israel

 April 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 Allot Ltd. (CIK No. 0001365767)
 Registration Statement on Form F-3 (File No. 333-286174)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests
 acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-286174) so that it will be declared effective at 4:00 p.m., Eastern Time, on April 3, 2025, or as soon thereafter as is practicable.

 Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 318-6007
 or Shai Marshall at (212) 318-6068 of Paul Hastings LLP, counsel to the Company.

 [ Remainder of Page Intentionally Blank ]

 Sincerely,

 ALLOT LTD.

 By:

 /s/ Eyal Harari

 Eyal Harari

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2025

Eyal Harari
Chief Executive Officer
Allot Ltd.
22 Hanagar Street
Neve Ne eman Industrial Zone B
Hod-Hasharon 4501317, Israel

 Re: Allot Ltd.
 Registration Statement on Form F-3
 Filed March 27, 2025
 File No. 333-286174
Dear Eyal Harari:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Colin Diamond, Esq.
</TEXT>
</DOCUMENT>

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      Allot Ltd.

      22 Hanagar Street

      Neve Ne’eman Industrial Zone B

      Hod-Hasharon 4501317, Israel

      April 14, 2022

      VIA EDGAR

      United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

              Re:

              REQUEST FOR ACCELERATION OF EFFECTIVENESS

                Allot Ltd. (CIK No. 0001365767)

                Registration Statement on Form F-3 (File No. 333-264202)

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests
        acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-264202) so that it will be declared effective at 4:00 p.m., Eastern Standard Time, on April 18, 2022, or as soon thereafter as is practicable.

      Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
        or Laura Katherine Mann at (713) 496-9695 of White & Case LLP, counsel to the Company.

      [Remainder of Page Intentionally Blank]

              Sincerely,

              ALLOT LTD.

              By:

              /s/ Erez Antebi

              Erez Antebi

              Chief Executive Officer and President

United States securities and exchange commission logo
April 12, 2022
Erez Antebi
Chief Executive Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
Re:Allot Ltd.
Registration Statement on Form F-3
Filed April 8, 2022
File No. 333-264202
Dear Mr. Antebi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Laura Katherine Mann

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    Allot Ltd.

    22 Hanagar Street

    Neve Ne’eman Industrial Zone B

    Hod-Hasharon 4501317, Israel

    March 17, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

              REQUEST FOR ACCELERATION OF EFFECTIVENESS

                Allot Ltd. (CIK No. 0001365767)

                Registration Statement on Form F-3 (File No. 333-254296)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests
      acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-254296) so that it will be declared effective at 9:30 a.m., Eastern Standard Time, on March 19, 2021, or as soon thereafter as is practicable.

    Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
      or Samuel Seham at (212) 819-8407 of White & Case LLP, counsel to the Company.

    [Remainder of Page Intentionally Blank]

             Sincerely,

            ALLOT LTD.

            By:

            /s/ Erez Antebi

            Erez Antebi

            Chief Executive Officer and President

        [Signature Page to Issuer
            Acceleration Request]

United States securities and exchange commission logo
March 17, 2021
Erez Antebi
Chief Executive Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
Re:Allot Ltd.
Registration Statement on Form S-3
Filed March 15, 2021
File No. 333-254296
Dear Mr. Antebi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Colin Diamond

United States securities and exchange commission logo
November 5, 2020
Ziv Leitman
Chief Financial Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
Re:Allot Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 26, 2020
File No. 001-33129
Dear Mr. Leitman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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                  October 30, 2020

                  Securities and Exchange Commission

                  100 F Street, NE

                    Washington, DC 20549

            Attn:

              Kathleen Collins and Eiko Yaoita Pyles

      Re:          Allot Ltd.

      Form 20-F for the Fiscal Year Ended December 31, 2019

      Filed March 26, 2020

      File No. 001-33129

      Dear Ms. Collins and Ms. Pyles:

        On behalf of our client, Allot Ltd. (the “Company” or “Allot”), we are  submitting this letter in response to the
          comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
          letter dated October 19, 2020 (the “Comment Letter”) relating to the Form 20-F filed by the Company on March 26, 2020 (the “Submission”).

        Set forth below is the response of the Company to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the
          Company’s response.  The Company has reviewed this letter and authorized us to make the statements set forth herein to you on its behalf.

      Form 20-F for the Fiscal Year Ended December 31, 2019

      Note 2. Significant Accounting Policies l. Revenue recognition, page F-16

            1.

              Your disclosures indicate that certain arrangements with large service providers may include complex customization services. Please tell us the following as it relates to such arrangements:

            •

              Describe the nature of your customization services;

      Response:

      In a small number of instances, the Company provides specific customization as part of its professional services.

      The Company’s customization services include development of customer-requested functions and features on the Company’s hardware and software products per customer specifications. These services are
        provided to the customer pursuant to a separate contract from the products already purchased and received.  Such services are undertaken specifically for the customer in question and do not necessarily benefit other customers.

        Securities and Exchange Commission

        October 30, 2020

      Large service providers might seek significant customization requirements. In order to meet such requirements, the Company may be required to allocate resources and efforts for development
        activities that are not part of its R&D roadmap and there is therefore a risk that the Company will not be able to meet those requirements. This creates a risk, in case of failure to meet those requirements, that the Company may incur higher
        costs and reputational harm, which can lead to large service providers deciding not to continue their future engagements with the Company.

            •

              Clarify whether such services are separate performance obligations and specifically address how you considered the guidance in ASC 606-10-25-21 in making such determination;

      Response:

      As described above, the arrangement involves customizing an existing product that was previously provided to the customer. The customization services are accounted for as a separate contract and,
        as such, are distinct from the promise to transfer the product.

      The Company considered the contract combination guidance in paragraph 606-10-25-9 and assessed that the customization professional services contract was not entered into at or near the same time as
        the original product and, therefore, is not combined with the initial contract for the provision of the product.

            •

              Tell us when revenue is recognized for arrangements that involve customization.

      Specifically address how you considered the guidance in 606-10-25-27 or explain what guidance you applied to these arrangements; and

      Response:

      The Company has considered ASC 606-10-25-27 and determined that it does not satisfy the customization services performance obligation over time:

            1.

              The customer does not simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs.

            2.

              The customer does not receive the enhanced asset as it is enhanced because the customer does not get control of the development until the Company has completed and delivered it. The Company’s performance does not create or enhance an
                asset that the customer controls as the asset is created or enhanced.

        2

          Securities and Exchange Commission

          October 30, 2020

            3.

              The Company does not have an enforceable right to receive payment for completed performance prior to transferring control of the customization services.

      The Company recognizes revenues from the customization services at a point in time when the performance obligation is satisfied and control is transferred.

            •

              Tell us the amount of revenue recognized from arrangements that involve customization services for each period presented.

      Response:

      The revenues recognized from customization arrangements were $0.6 million in 2019, $1.0 million in 2018 and $0.6 million in 2017.

            2.

              You state that sales commissions are amortized as expense over the revenue recognition period. Please clarify what you mean by revenue recognition period. Also tell us whether additional sales commissions are
                paid upon contract renewal and, if so, whether such amounts are commensurate with the initial commissions. Refer to ASC 340-40-35-1 and 50-2.

      Response:

      The Company pays commissions to salespeople or third parties for both initial contracts and renewal contracts.

      The Company capitalizes the incremental and recoverable costs of obtaining a contract with a customer and amortizes those costs on a systematic basis that is consistent with the transfer of the goods
        or services to which the asset relates. The Company’s typical contracts include performance obligations related to products, maintenance and support and other professional services. In these contracts, the incremental costs of obtaining a contract
        are allocated to the performance obligations based on the relative estimated standalone selling prices. Costs allocated to products are expensed when revenue from the sale of product is recognized. Costs allocated to maintenance and support are
        amortized ratably over the original contract period, which is the expected period of benefit of the asset capitalized. Costs related to professional services are amortized when the professional services are provided.

      As stated in the Basis for Conclusions to ASU 2014-09 (BC 309), the amortization period for a contract cost asset should include specifically anticipated renewal periods when the entity concludes
        that it will continue to benefit from the contract cost asset over a period that is longer than the stated contract period.  However, amortizing an asset over a period longer than the initial contract period would not be appropriate when the entity
        pays a commission on a contract renewal that is commensurate with the commission paid on the initial contract.

      Costs related to maintenance and support are limited to the contractual period of the arrangement as the Company pays a commission on a contract renewal that is commensurate with the commission paid
        on the initial contract.

        3

          Securities and Exchange Commission

          October 30, 2020

            3.

              You disclose the amount of the transaction price allocated to remaining performance obligations that is expected to be recognized after the year ending December 31, 2020. Please also disclose the remaining
                performance obligations that are expected to be recognized prior to December 31, 2020 such that the combined disclosures represent the aggregate amount of the transaction price allocated to all performance obligations that are unsatisfied
                or partially satisfied as of the end of the reporting. Refer to ASC 606-10-50-13.

      Response:

      The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that include deferred revenue and amounts not yet received
        that will be recognized as revenue in future periods. The aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize before December 31, 2020 is estimated to be $100,332 thousand
        and after the year ending December 31, 2020 is estimated to be $37,875 thousand.

      In future filings, the Company will disclose when it expects to recognize revenues related to unsatisfied (or partially unsatisfied) performance obligations in order to comply with ASC
        606-10-50-13(b).

        * * *

        Please do not hesitate to contact Colin Diamond at (212) 819-8754 with any questions or comments regarding this letter.

      Sincerely,

        /s/ Colin Diamond

        Colin Diamond

      cc  Ziv Leitman, Chief Financial Officer, Allot Ltd.

      4

United States securities and exchange commission logo
October 19, 2020
Ziv Leitman
Chief Financial Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
Re:Allot Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 26, 2020
File No. 001-33129
Dear Mr. Leitman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019
Note 2. Significant Accounting Policies
l. Revenue recognition, page F-16
1.Your disclosures indicate that certain arrangements with large service providers may
include complex customization services. Please tell us the following as it relates to such
arrangements:

•Describe the nature of your customization services;
•Clarify whether such services are separate performance obligations and specifically
address how you considered the guidance in ASC 606-10-25-21 in making such
determination;
•Tell us when revenue is recognized for arrangements that involve customization.

 FirstName LastNameZiv Leitman
 Comapany NameAllot Ltd.
 October 19, 2020 Page 2
 FirstName LastName
Ziv Leitman
Allot Ltd.
October 19, 2020
Page 2
Specifically address how you considered the guidance in 606-10-25-27 or explain
what guidance you applied to these arrangements; and
•Tell us the amount of revenue recognized from arrangements that involve
customization services for each period presented.
2.You state that sales commissions are amortized as expense over the revenue recognition
period. Please clarify what you mean by revenue recognition period. Also tell us whether
additional sales commissions are paid upon contract renewal and, if so, whether such
amounts are commensurate with the initial commissions. Refer to ASC 340-40-35-1 and
50-2.
3.You disclose the amount of the transaction price allocated to remaining performance
obligations that is expected to be recognized after the year ending December 31, 2020.
Please also disclose the remaining performance obligations that are expected to be
recognized prior to December 31, 2020 such that the combined disclosures represent the
the aggregate amount of the transaction price allocated to all performance obligations that
are unsatisfied or partially satisfied as of the end of the reporting. Refer to ASC 606-10-
50-13.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

July 23 , 201 9
Via E-mail
Erez Antebi
Chief Executive  Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

 Re: Allot Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 201 8
  Filed March 1 9, 2019
  File No. 1 -33129

Dear Mr. Antebi :

We refer you to our comment letter  dated  June 28, 2019  regarding potential business
contacts with Syria, Sudan and North Korea .  We have completed our review of this subject
matter.  We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

Sincerely,

 /s/ Cecilia  Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Alberto Sessa
  Chief Financial Officer

  Barbara Jacobs
  Assistant Director

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                        July 10, 2019

                        VIA EDGAR & E-MAIL

                        United States Securities and Exchange Commission

                        100 F Street, N.E.

                          Washington, D.C. 20549

              Attn:

                Ms. Cecilia Blye

                  Chief, Office of Global Security Risk

                  Division of Corporation Finance

    Dear Ms. Blye:

    On behalf of our client, Allot Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
      the Company’s responses to the Staff’s comment letter dated June 28, 2019 (the “Comment Letter”) with respect to the above-referenced filing of the Company under the Securities Exchange Act of 1934, as amended. For ease of reference, the comment
      contained in the Comment Letter is printed below in bold text and is followed by the Company’s response.  The information included herein has been provided to us by management of the Company.

    Comment

              1.

                Your website provides a section on supported protocols which includes an entry dated October 19, 2015 for the Allot DART Protocol Pack, and it states that you refined certain VPN applications including
                    Freegate which is used by millions in several countries including North Korea. Third party websites continue to state that Freegate is used in North Korea. Also, the transcript of your fourth quarter 2018 earnings call quotes your Chief
                    Executive Officer as stating that Vodafone is one of your largest security customers, and that in December Telefonica launched their service in Spain based on the Allot NetworkSecure product. Those companies appear to offer
                    telecommunications services in Syria and Sudan. Syria, Sudan and North Korea are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and/or export controls. Your Form 20-F
                    does not provide disclosure about those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, and with North Korea since
                    November 20, 2017, the date that it was designated, including with their governments, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements.

      United States Securities and Exchange Commission

      July 10, 2019

    Response:

    The Company derives a significant portion of its revenue from direct sales to large mobile and fixed-line communication service providers (“CSPs”) such as Vodafone and Telefonica (“Direct Sales”),
      and derives the remainder of its revenue from sales made through a network of channel partners (“Indirect Sales”) consisting of distributors, resellers, original equipment manufacturers (OEMs) and system integrators (each, a “Channel Partner”).  In
      2018, the Company derived approximately 52% of its revenues from Direct Sales and approximately 48% from Indirect Sales.

    The Company has adopted a Trade Control Compliance Policy (the “Policy”) that prohibits all Direct Sales and Indirect Sales to, and other illicit activities with, sanctioned countries, entities and
      persons.  The Policy sets forth various procedures that the Company follows in connection with its implementation.

    The Company and its subsidiaries did not and do not make Direct Sales to any entity or individual in Syria, Sudan, or North Korea and do not anticipate doing so in the future. Moreover, the Company
      has not entered into any agreements, commercial arrangements or other contracts with the governments of Syria, Sudan, or North Korea, or entities controlled by those governments, and it does not anticipate doing so in the future.

    In connection with Indirect Sales, consistent with the Company’s policies, none of the Company’s contracts with its Channel Partners authorize or contemplate any activities with Syria, Sudan, or
      North Korea, and the Company does not intend to authorize any Channel Partner to engage in such activities with those countries in the future. The Company is not aware of any Channel Partner making Indirect Sales to entities or individuals in those
      countries.

    The Company’s products, which incorporate the Allot DART Protocol Pack, employ multiple deep packet inspection (DPI) and analytical methods to identify network traffic by subscriber, application,
      device and network topology.  Among other things, this enables service providers and enterprises to optimize network bandwidth that different types of applications consume.  “Freegate” is a third-party software product and one of many tens of
      different network protocols that the Company’s products can identify.  Identifying different network protocols allows the Company’s customers – generally large CSPs – to quantify the network bandwidth consumed by parties using Freegate.  The Company
      has no involvement whatsoever in the use or distribution of Freegate.  The Company therefore has no direct or indirect involvement with parties located in North Korea arising from the detection of Freegate use by the Allot DART Protocol Pack.

    Vodafone and Telefonica are significant customers of the Company.  Both Vodafone and Telefonica use the Company’s products to monitor and regulate internet traffic on their networks for safety,
      optimization and billing purposes.  In the case of both Vodafone and Telefonica, the Company’s sales are made pursuant to a framework agreement pursuant to which the Company’s products are installed for specific projects within identified countries,
      none of which are sanctioned countries.  In addition, the Company’s products require corresponding network infrastructure and ongoing support and maintenance services provided by the Company in order to function and neither Vodafone nor Telefonica,
      to the Company’s knowledge, operates network infrastructure in sanctioned countries.  The Company therefore has no direct or indirect involvement with parties located in Syria or Sudan arising from the use by Vodafone or Telefonica of the Company’s
      products.

      2

      United States Securities and Exchange Commission

      July 10, 2019

    * * *

    The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, that Staff comments or changes to disclosure in response to Staff
      comments do not foreclose the Commission from taking any action with respect to its filings, and that 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.

    Please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Colin Diamond

    Colin Diamond

              cc:

                Rael Kolevsohn, Vice President and General Counsel, Allot Ltd.

    3

June 28 , 201 9
Via E-mail
Erez Antebi
Chief Executive  Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

 Re: Allot Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 201 8
  Filed March 1 9, 2019
  File No. 1 -33129

Dear Mr. Antebi :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosur e.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in yo ur response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Your website provides a section on supported protocols which includes an entry dated
October 19, 2015 for the Allot DART Protocol Pack, and it sta tes that you refined certain
VPN applications including Freegate which is used by millions in several countries
including North Korea.  Third party websites continue to state that Freegate is used in
North Korea.  Also, the transcript of your fourth quarte r 2018 earnings call quotes your
Chief Executive Officer as stating that Vodafone is one of your largest security
customers, and that in December Telefonica launched their service in Spain based on the
Allot NetworkSecure product.  Those companies appear t o offer telecommunications
services in Syria and Sudan.  Syria, Sudan and North Korea are designated by the U.S.
Department of State as state sponsors of terrorism and are subject to U.S. economic
sanctions and/or export controls.  Your Form 20 -F does not provide disclosure about

Erez Antebi
Allot Ltd.
 June 28, 2019
 Page 2

 those countries.  Please describe to us the nature and extent of any past, current, and
anticipated contacts with Syria and Sudan, and with North Korea  since November 20,
2017, the date that it was designated, including with their governments, whether through
subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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 the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Alberto Sessa
  Chief Financial Officer

  Barbara Jacobs
  Assistant Director

November 24, 2014

Via E -mail
Andrei Elefant
President and Chief Executive Officer
Allot Communications Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317
Israel

Re: Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2013
Filed March 27, 2014
File No. 001-33129

Dear Mr. Elefant :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

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    zk1415819.htm

Securities and Exchange Commission

November 13, 2014

November 13, 2014

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Patrick Gilmore

Re:

 Allot Communications Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed March 27, 2014

File No. 001-33129

Dear Mr. Gilmore:

On behalf of our client, Allot Communications Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s comment letter dated October 30, 2014 (the “Comment Letter”) with respect to the above-referenced filing of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For ease of reference, each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response.  The information included herein has been provided to us by management of the Company.

Form 20-F for the Fiscal Year Ended December 31, 2013

Item 18: Financial Statements

Consolidated Financial Statements

Consolidated Statements of Comprehensive Income, page F-8

1.

We note your disclosure of the components of other comprehensive income and the related disclosure on page F-27. Please tell us what consideration was given to disclosing the income tax effect for each component. We refer you to ASC 220-10-45-11 and 12.

Securities and Exchange Commission

November 13, 2014

Response:

The components of other comprehensive income (loss) are in respect of the Israeli parent company, Allot Communications Ltd. (“Allot”). For the reported periods, the Company's other comprehensive income (loss) is comprised of the following two components: (1) unrealized gain (loss) on foreign currency cash flows hedge transactions and (2) unrealized gain on available-for-sale marketable securities.

In accordance with ASC 740-10-30-8, deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deductible or taxable temporary difference is expected to be realized or settled. As stated in note 13 to the Company’s consolidated financial statements, Allot is subject to tax benefits under Israel’s law for the Encouragement of Capital Investments, 1959 (the “Law”). Under the Law, Allot’s ordinary taxable income is tax-exempt for a period of two years commencing with the year it first earns taxable income and, thereafter, at a reduced corporate tax rate of 16%  for subsequent years.

The Company’s cash flow derivative instruments have a term of up to one year and are considered an ordinary source of taxable income. For the year ended December 31, 2011, the Company had a full valuation allowance recorded on its deferred tax asset for Allot and therefore there is no income tax effect in respect of this component. For the years ended December 31, 2012 and 2013, the cash flow derivative instruments were expected to be realized as ordinary income (loss) for tax purposes subject to the Law at the enacted tax rate of 0% and, accordingly, there is no tax effect on the component of other comprehensive income of unrealized gain (loss) on foreign currency cash flow hedge transactions for these reported periods

The second component of other comprehensive income is in respect of unrealized gains on available-for-sale marketable securities. These marketable securities are considered capital investments for tax purposes in Israel and any realized gains or losses from such marketable securities are deemed a capital gain (loss). Allot records a full valuation allowance with respect to its carryforward capital losses, as it believes it is more likely than not that such capital losses will not be utilized in the foreseeable future.  This is because, in accordance with Israeli tax regulations, capital losses may only be offset against capital gains. For the reported periods, the valuation allowance with respect to the carryforward capital losses was reduced by the deferred tax liability in respect of the unrealized gain for such marketable securities which is considered a source of taxable income. The reduction in the valuation allowance was credited to other comprehensive income in accordance with ASC 740-20-45-11 and the net effect was zero.

Since there was no tax effect on the two components of Allot’s other comprehensive income (loss), no disclosure was required in accordance with ASC 220-45-11 and 12.

2

Securities and Exchange Commission

November 13, 2014

Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies

h. Inventories, page F-18

2.

You disclose that inventory cost is determined using the weighted average cost method. In your December 31, 2012 Form 20-F you disclosed that inventory costs were determined using the “first in, first out” cost method. Please quantify for us the impact of this change and describe the reasons for the change, including why applying the average cost method is preferable. Tell us if you believe this is a change in accounting principle and what consideration was given to providing the disclosure pursuant to ASC 250-10-50.

Response:

As of January 1, 2013, the Company completed its implementation of a new Enterprise Resources Planning (“ERP”) system. The new ERP system provides among other functions, inventory management, operating, budgeting and financial reporting to better support the Company's business growth. The new ERP inventory system module utilizes the weighted average cost (“WAC”) method for determining inventory cost and replaced the previous inventory system module utilizing the First-In, First-Out cost (“FIFO”) method used by the Company in prior years.

The Company considered ASC 250-10-45 and concluded that the change in the cost method is a change in accounting principle as the WAC method is an allowable alternative accounting principle and is a preferable method to the Company. The Company decided that the WAC method is preferable compared to the FIFO method as this module would be most efficient in managing the operational side of the Company's inventory in the new ERP system. In addition, the new inventory module has the ability to create a detailed bill of materials for each stock keeping unit (SKU), which will enable the Company to analyze more precisely gross margins on a per transaction basis.

The Company performed an analysis to quantify the impact of the change in accounting principle on prior years retrospectively and on a cumulative basis as of January 1, 2013. Based on the Company’s analysis, the effect of a change in accounting principle is immaterial to prior years 2011 and 2012, as well as on a cumulative basis.  Specifically, the impact of the change was an increase in the statement of comprehensive income of approximately $80 thousand for the year ended December 31, 2011 and a decrease of approximately $80 thousand for the year ended December 31, 2012. As of January 1, 2013, the cumulative effect of the change was approximately $20 thousand. The change in the accounting principle did not result in a material impact to prior periods due to the fact the Company purchases substantially all its inventory from one subcontractor, whereby there were very minor fluctuations in inventory prices in the reported periods and the Company has a rapid inventory life cycle of only a few months. This is further supported by the Company’s analysis quantifying the cumulative effect as of December 31, 2013 had the Company changed its accounting principle as of January 1, 2014 to be less than $4 thousand.

3

Securities and Exchange Commission

November 13, 2014

Due to the immaterial impact of the above change in accounting principle on prior periods and the fact that this change is reasonably certain to not have a material effect in later periods, the Company concluded that the disclosures set forth in ASC 250-10-50 are not required.

*           *           *

Please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc: Shmuel Arvatz, Chief Financial Officer, Allot Communications Ltd.

4

November 13, 2014

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Patrick Gilmore

Re:

 Allot Communications Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed March 27, 2014

File No. 001-33129

Dear Mr. Gilmore:

Further to the letter of White & Case LLP dated November 13, 2014 in connection with the above-referenced filing, Allot Communications Ltd., an Israeli company (the “Company”), hereby acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (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.

Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.

Sincerely,

ALLOT COMMUNICATIONS LTD.

By: /s/ Shmuel Arvatz

       Name: Shmuel Arvatz

       Title: Chief Financial Officer

October 30, 2014

Via E -mail
Andrei Elefant
President and Chief Executive Officer
Allot Communications Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317
Israel

Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2013
Filed March 27, 2014
File No. 001 -33129

Dear Mr. Elefant :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2013

Item 18:  Financial Statements

Consolidated Financial Statements

Consolidated Statements of Comprehensive Income, page F -8

1. We note y our disclosure of the components of other comprehensive income and the
related disclosure on page F -27.  Please tell us what consideration was given to disclosing
the income tax effect for each component.  We refer you to ASC 220 -10-45-11 and 12.

Andrei  Elefant
Allot Communications Ltd.
October 30, 2014
Page 2

 Notes to  Consolidated Financial Statements

Note 2:  Significant Accounting Policies

h. Inventories, page F -18

2. You disclose that inventory cost is determined using the weighted average cost method.
In your December 31, 2012 Form 20 -F you disclose d that inventor y costs were
determined using the “first in, first out” cost method.  Please quantify for us the impact of
this change and describe the reasons for the change, including why applying the average
cost method is preferable.  Tell us if you believe this is a change in accounting principle
and what consideration was given to providing the disclosure pursuant to ASC 250 -10-
50.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

You may contact Frank Knapp, Staff Accountant , at (202) 551 -3805 , or Joyce Sweeney ,
Staff Accountant , at (202) 551 -3449 , if you have questions regarding these comments .  If you
require further assistance, do not hesitate to contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

February  4, 2013

Via E -mail
Rami Hadar
Chief Executive Officer and President
Allot Communications  Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2011
Filed April 17, 2012
File No. 001-33129

Dear Mr. Hadar :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
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January 28, 2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street Northeast

Washington, DC 20549

 Attn: Patrick Gilmore, Accounting Branch Chief

 Re: Allot Communications Ltd.

Dear Mr. Gilmore:

On behalf of our client, Allot Communications
Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s
comment letter dated January 22, 2013 (the “Comment Letter”) with respect to the above-referenced filings of
the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For ease of reference,
each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The
information included herein has been provided to us by management of the Company.

Form 20-F for the Fiscal Year Ended December 31, 2011

Consolidated Financial Statements

Note 13: Taxes on Income, page F-38

1.	In your response to prior comment 7 you indicate that
the $5,419 thousand increase in the deferred tax asset and corresponding increase in the valuation allowance should have been presented
on a net basis in the same line item. Please tell us what consideration was given to the separately presenting the impact of the
valuation allowance in the reconciliation. Please refer to ASC 740-10-50-6.

Securities
and Exchange Commission

January 28, 2013

Response:

The Company will revise in its next Form
20-F filing the theoretical to actual tax reconciliation for the year ended December 31, 2011 in the manner set forth in Annex
A hereto to present the increase of $5,419 in the deferred tax asset and the corresponding increase in the valuation allowance
in separate line items to comply with the disclosure requirements of ASC 740-10-50-6.

*	 *	*

	Please do not hesitate to contact Colin
Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

 cc: Nachum Falek, Chief Financial Officer, Allot Communications Ltd.

Itamar Rosen, General Counsel, Allot Communications Ltd.

Annex A

 f. A reconciliation of the theoretical tax expenses, assuming all income is taxed at the statutory tax rate applicable to the
income of the Company and the actual tax expenses is as follows:

    Year Ended
 December 31, 2011

    Income (loss) before taxes on income
    $ 8,754

    Theoretical tax expense (benefit) computed at the Israeli statutory tax rate (24%, 25% and 26% for the years 2011, 2010 and 2009, respectively)
      2,101

    Utilization of losses and temporary differences in respect of which a valuation allowance was recorded
      (4,328 )

    Increase in losses and temporary differences due to increase in Israeli corporate tax rates
      5,419

    Increase in valuation allowance related to losses and temporary differences due to Israeli corporate tax rates
      (5,419 )

    Taxes with respect to prior years
      (84 )

    Change in expense associated with tax positions for current year
      —

    Impairment (recording) of withholding tax asset
      221

    Non-deductible expenses and other
      (27 )

    Non-deductible share-based compensation expenses
      541

    Exchange rate differences
      1,521

    Actual tax expenses (benefit)
    $ (55 )

CORRESP
1
filename1.htm

    January 28, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street Northeast

Washington, DC 20549

Re: Allot Communications Ltd.

Ladies and Gentlemen:

Further to the letters of White and Case
LLP dated December 28, 2012 and January 28, 2013 in connection with the above-referenced filing, Allot Communications Ltd., an
Israeli company (the “Company”), hereby acknowledges 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 Securities
and Exchange Commission (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.

Should you have any questions
regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the
Company.

    Sincerely,

    ALLOT COMMUNICATIONS LTD.

    By:
    /s/
Nachum Falek

    Name: Nachum Falek

    Title: Chief Financial Officer

January 22, 2013

Via E -mail
Rami Hadar
Chief Executive Officer and President
Allot Communications  Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2011
Filed April 17, 2012
File No. 001-33129

Dear Mr. Hadar :

We have reviewed your letter dated December 28, 2012  in connection with the above -
referenced filing an d have the following comment.  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested informatio n, or by advising us when you will provide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendme nt to your filing and the information you provide in
response to this comment, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated December 11, 2012 .

Form 20 -F for the Fi scal Year Ended December 31, 2011

Consolidated Financial Statements

Note 13: Taxes on Income, page F -38

1. In your response to prior comment 7 you indicate that the  $5,419 thousand increase in the
deferred tax asset and corresponding increase in the valuat ion allowance should have
been presented on a net basis in the same line item.  Please tell us what consideration was
given to the separately presenting the impact of the valuation allowance  in the
reconciliation .  Please refer to ASC 740-10-50-6.

Rami Hadar
Allot Communications  Ltd.
January 22, 2013
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange 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 the disclosures they have made.

 In responding to our comment , please provide a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to  the filing s; 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.

You may contact Joyce Sweeney, Staff Accountant , at (202) 551 -3449 if you have
questions regarding comments on the financial statements and related matters.  If you require
further assistance, do not hesitate to contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

December 28, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street Northeast

Washington, DC 20549

 Attn: Patrick Gilmore, Accounting Branch Chief

Re:      Allot
Communications Ltd.

Dear Mr. Gilmore:

On behalf of our client, Allot Communications
Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s
comment letter dated December 11, 2012 (the “Comment Letter”) with respect to the above-referenced filings of
the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For ease of reference,
each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The
information included herein has been provided to us by management of the Company.

Form 20-F for the Fiscal Year Ended December 31, 2011

Information on Allot

Business Overview

Channel Partners, page 23

1.	Your disclosure indicates that “[a] significant
portion” of your sales occur through your channel partners. Please advise and clarify in future filings what the term “significant
portion” means. Further, your Form 20-F states that your agreements with channel partners are usually for a one-year term
and can be terminated by either party after expiration of the initial term. Please clarify whether you have any material agreements
with your channel partners other than as described and if so whether you are substantially dependent upon any of the agreements
for purposes of filing them as exhibits pursuant to Instruction 4(b)(ii) as to exhibits to Form 20-F.

        Securities and Exchange
        Commission

    December 28, 2012

Response:

Approximately one half of the Company’s
revenues in 2011 were derived from direct sales and approximately one half from sales made to channel partners. The Company’s
channel partners consist of systems integrators and OEMs that resell to large and medium size operators and distributors that sell
to smaller operators and to enterprises, often through an additional reseller. The Company confirms that it will disclose this
breakdown in its next Form 20-F filing for the 2012 fiscal year.

The Company informs the Staff that no individual
channel partner accounted for more than 7% of the Company’s total revenues in 2011 and the Company does not currently expect
that any individual channel partner will account for more than that amount in 2012. Accordingly, the Company confirms that it is
not party to any agreement with a channel partner upon which it is substantially dependent and that requires filing pursuant to
Instruction 4(b)(ii) referenced above.

Principal Accountant Fees and Services, page 73

2.	Please describe for us the nature of the audit-related
due diligence investigation services and the fees related to government incentives, outlining the specific services provided by
your principal accountant as well as management’s involvement. Please refer to Rule 2- 01(c) of Regulation S-X and PCAOB
ET Section 101-3.

Response:

With respect to the due diligence investigation
services, in connection with a potential acquisition that was being considered by the Company, the Company’s auditors rendered
services to the Company in three areas:

(1) 	The auditors reviewed the assessments
made by management of the Company with respect to the impact of the potential acquisition on the Company’s financial statements,
including the accounting implications, as well as the potential filing obligations with the Securities and Exchange Commission.

(2) 	The auditors assisted management
of the Company in assessing the impact on the potential acquisition on the Company’s funding from the Israeli Office of the
Chief Scientist.

(3)	The final area with which the auditors assisted management
of the Company was with respect to the tax implications of the potential acquisition.

    2

        Securities and Exchange
        Commission

    December 28, 2012

With respect to non-tax government incentives,
the Company’s auditors reviewed the application and submissions made by the Company to the Israeli Office of the Chief Scientist
in order to receive grants for the Company’s research and development activities. Management is ultimately responsible for
these submissions. The auditors (1) ensure that the submissions are in compliance with the applicable guidelines, which include
numerous technical requirements, (2) attend the Company’s meetings with the government representatives at which the Company
presents facts related to the project; no voting on the incentives takes place at such meetings, and (3) review the Company’s
incentive approvals and ensure that the Company is compliant with filing requirements.

The Company considered each of these services
in advance and each was pre-approved by the Company’s audit committee and provided pursuant to a separate engagement letter.
The Company notes that none of these services is a prohibited non-audit service pursuant to Rule 2-01(c) of Regulation S-X or within
PCAOB ET Section 101-3. Furthermore, with respect to the due diligence services, Section 101-3 expressly permits an auditor to
“Assist in analyzing the effects of proposed transactions including providing advice to a client during negotiations with
potential buyers, sellers, or capital sources.” In each case, the Company’s Chief Financial Officer was responsible
for overseeing the services provided. With respect to assistance in preparing the Company’s submissions to the Office of
the Chief Scientist, the Company considered whether the services would impair the auditors’ ability to act independently,
including whether the auditors would be performing management functions or making management decisions. The Company’s audit
committee and the auditors concluded that no such concerns would be raised. Finally, the Chief Financial Officer, to the extent
necessary, evaluated the adequacy of the services and the findings, and accepted responsibility with respect to the results of
the services. The Company maintains its own internal controls with respect to each of the above-listed items.

Consolidated Financial Statements

Note 2: Significant Accounting Policies

l. Revenue recognition, page F-18

3.	In your disclosure on page F-19 regarding the adoption
of the guidance of ASU 2009-14, you conclude that the company is out of the scope of Subtopic 985-605. Please tell us what consideration
was given to clarifying the treatment of software add-on components, such as ServiceProtector.

Response:

The Company’s traffic management devices
consist of the Allot Service Gateway Platform and the NetEnforcer. These devices provide traffic prioritization and quality of
service optimization, as well as other functionalities, such as security threat blocking, media caching, and real-time and offline
usage-based charging. The devices include a hardware component that is manufactured to Allot’s specifications and that has
embedded software capabilities. The hardware cannot be used without the software and the software cannot be run on any other vendor’s
hardware. A customer may purchase the Company’s traffic management device with the basic capabilities of traffic prioritization
and quality of service optimization. In addition, the customer may choose to purchase additional capabilities/ functionality to
be included in the traffic management device as described below.

    3

        Securities and Exchange
        Commission

    December 28, 2012

The value added services as described on
page 22 of the Form 20-F are the Service Protector, MediaSwift and WebSafe. These value added services are provided as “add-on
components” to the traffic management devices. Customers generally purchase the add-on component with their initial purchase
of the traffic management device.  The add-on components are comprised of software and non-software elements that are integrated
into the traffic management devices.

The add-on components consist of additional
software elements that are embedded on a hardware appliance or a blade that is integrated into the traffic management device or
already embedded in the Company’s basic traffic management device.

Upon the adoption of the guidance of ASU
2009-14, the Company considered whether these add-on components were out of the scope of Subtopic 985-605. As described above,
the add-on components consist of both a hardware and a software component that together deliver the essential functionality of
the add-on component and are integrated into the Company’ traffic management devices. The software of the add-on component
cannot function without the related hardware blade/appliance which is integrated into the traffic management device. The software
of the add-on component is not capable of operating on the hardware of another vendor. The add-on components function together
with the tangible products (traffic management devices) to deliver the product’s essential functionality. Accordingly, the
Company concluded that the add-on components are out of the scope of Subtopic 985-605.

4.	We note your disclosure that the company provides a
provision for product returns and stock rotation. We further note your disclosure on page 11 that if you “encounter significant
product problems, [you] could experience, among other things, loss of major customers, cancellation of product orders, increased
costs, delay in recognizing revenues and damage to [y]our reputation.” Please tell us what consideration was given to disclosing
performance-, cancellation-, termination-, and refund-type provisions related to your multiple-element arrangements. Tell us what
consideration was given to describing the impact of such provisions on your revenue recognition. Please refer to ASC 605-25-50-2.

Response:

The Company
generally does not grant a right of return to its customers. However, the Company has granted a small number of its distributors
“stock rotation rights” with respect to 10% - 20% of the dollar value of purchases made in the previous quarter. In
such instances, the Company recorded a provision for stock rotation returns. The provision for stock rotation rights as of December
31, 2011 and 2010 was de minimus. In addition, from time to time, the Company has agreed to accept product returns from
its customers.  In accordance with ASC 605, “Revenue Recognition”, the Company records a provision for product
returns at the time product revenues are recognized based on the Company’s experience with historical returns and credits
in the previous three years. The Company’s provision for returns is insignificant and has represented approximately one percent
of revenues recognized for the years ended December 31, 2011 and 2010 ($729,000 and $726,000 as of December 31, 2011 and 2010,
respectively).

    4

        Securities and Exchange
        Commission

    December 28, 2012

The Company’s multiple element arrangements
generally do not include cancellation, termination for convenience or refund type provisions. Certain multiple element arrangements
may include performance obligations, such as installation and integration services of our products to the customer’s network
and operating system. In multiple element arrangements that include the performance of services, product sales are recognized when
no significant performance obligations remain. In instances whereby the services provided in a multiple element arrangement are
considered essential to the functionality of the product and payment of the product is contingent upon performance of the services,
the sales of the products and services would be considered one unit of accounting.

The Company has attached in Annex A revised
disclosure that it proposes to include in its revenue recognition policy note for its next Form 20-F filing for the 2012 fiscal
year. The text is marked against the most recent Form 20-F.

5.	Your disclosure regarding multiple-element arrangements
addresses determination of selling price for maintenance and support, but it does not clearly address determination of selling
price for product sales or other services such as installation and training. Please tell us what consideration was given to providing
a discussion of the significant factors, inputs, assumptions, and methods used to determine selling price (whether vendor-specific
objective evidence, third-party evidence, or estimated selling price) for all significant deliverables. Please refer to ASC 605-25-50-2.

Response:

The selling price for products was determined
based on the estimated selling price, since neither VSOE or TPE was available. The estimated selling price was determined by reviewing
historical transactions and considering other multiple factors, including historical and anticipated margins on product; the selling
price and gross profit margin for similar products; geographies and market trends; and the Company’s existing pricing policies.

The selling price for maintenance and support
services was determined based on the estimated selling price by reviewing historical transactions and considering other multiple
factors, including the selling price for similar products; geographies and market trends; and the Company’s existing pricing
policies.

The Company’s significant deliverables
are products and maintenance and support services. At times, the Company provides professional services, such as installation services
and training. The estimated selling price for professional services and training was determined based on fixed daily billing rates
that are consistent with historical transactions and current pricing policies for the sale of such elements. Installation and training
services comprise an insignificant portion of a customer order and represented less than 3% of the Company’s revenues for
the year ended December 31, 2011. Accordingly, these elements were not deemed to be significant deliverables that require additional
disclosure as referred to in ASC 605-25-50-2.

    5

        Securities and Exchange
        Commission

    December 28, 2012

The Company has attached in Annex A revised
disclosure that it proposes to include in its revenue recognition policy note for its next Form 20-F filing for the 2012 fiscal
year in order to further clarify its determination of the estimated selling price for its products. The text is marked against
the disclosure in the most recent Form 20-F.

6.	While your disclosure addresses the basic revenue recognition
criteria related to product sales, it is not clear when delivery typically occurs and when the related revenues are typically recognized.
We note your disclosure on page 8 that “revenues from individual customers may fluctuate from time to time based on the timing
and the terms under which further orders are received and the duration of the delivery and implementation of such orders.”
Please tell us what consideration was given to disclosing the general timing of delivery or performance of service and the general
timing of revenue recognition for product sales. Please refer to ASC 605-25-50-2.

Response:

All of the Company’s multiple-element
arrangements consist of the sale of the product and maintenance and support services. At times, the Company’s arrangements
may also include professional services, such as installation services or training.

Delivery of the Company’s products
occurs upon transfer of title and risk of loss to the customer. In multiple element arrangements, revenues from products will be
deferred in instances where product payment is contingent upon performance of installation or other service obligations. In instances
where final acceptance of the product or service is specified by the customer, revenue is deferred until all acceptance criteria
is met.

Maintenance and support service for the
product is recognized ratably

CORRESP
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December 19, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street Northeast

Washington, DC 20549

 Attn: Patrick Gilmore, Accounting Branch Chief

 Re: Allot Communications Ltd.

Dear Mr. Gilmore:

We are writing on behalf of our
client, Allot Communications Ltd. (the “Company”), in connection with the comment letter (the “Comment
Letter”) of the Staff (the “Staff”) of the Securities and Exchange Commission dated December 11,
2012, related to the Company’s Form 20-F for the year ended December 31, 2011.

Further to the undersigned’s conversation
with you, I am writing to confirm that the Company will provide its response to the Comment Letter by no later than January 8,
2013. We appreciate the Staff providing this extension.

	Please do not hesitate to contact the
undersigned with any questions or comments regarding this letter.

    Sincerely,

    /s/ Colin Diamond

    Colin Diamond

 cc: Nachum Falek, Chief Financial Officer, Allot Communications Ltd.

Itamar Rosen, General Counsel, Allot Communications Ltd.

December 11, 2012

Via E -mail
Rami Hadar
Chief Executive Officer and President
Allot Communications  Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel

Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2011
Filed April 17, 2012
Form 6 -K
Filed October 30, 2012
File No . 001-33129

Dear Mr. Hadar :

We have reviewed your filings  and have the following 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 within ten business days by amending your filing s, by
providing the reques ted information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g any amendment to your filing s and the information you provide in
response to these comments, we may have additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2011

Information on Allot

Business Overview

Channel Partners, page 23

1. Your disclosure indicates that “[a] significant portion” of your sales occur through your
channel partners. Please advise and clarify in future filings what the term “significant

Rami Hadar
Allot Communications  Ltd.
December 11, 2012
Page 2

 portion” means.   Further, your Form 20 -F states that your agreements  with channel
partners are usually for a one -year term and can be terminated by either party after
expiration of the initial term. Please clarify whether you have any material agreements
with your channel partners other than as described and if so whether you are substantially
dependent upon any of the agreements for purposes of filing them as exhibits pursuant to
Instruction 4(b)(ii) as to exhibits to Form 20 -F.

Principal Accountant Fees and Services , page 73

2. Please describe for us the nature of the audit -related due diligence investigation services
and the fees related to government incentives, outlining the specific services provided by
your principal accountant as well as management’s involvement.  Please re fer to Rule 2 -
01(c) of Regulation S -X and PCAOB ET Section 101 -3.

Consolidated Financial Statements

Note 2: Significant Accounting Policies

l. Revenue recognition, page F -18

3. In your disclosure on page F -19 regarding the adoption of the guidance of ASU 2009 -14,
you conclude that the company is out of the scope of Subtopic 985 -605.  Please tell us
what consideration was given to clarifying the treatment of software add -on components,
such as ServiceProtector.

4. We note your disclosure that the company prov ides a provision for product returns and
stock rotation.  We further note your disclosure on page 11 that if you “encounter
significant product problems, [you] could experience, among other things, loss of major
customers, cancellation of product orders, i ncreased costs, delay in recognizing revenues
and damage to [y]our reputation.”  Please tell us what consideration was given to
disclosing performance -, cancellation -, termination -, and refund -type provisions related
to your multiple -element arrangements.  Tell us what consideration was given to
describing the impact of such provisions on your revenue recognition.  Please refer to
ASC 605 -25-50-2.

5. Your disclosure regarding multiple -element arrangements addresses determination of
selling price for maintena nce and support, but it does not clearly address determination of
selling price for product sales or other services such as installation and training.  Please
tell us what consideration was given to providing a discussion of the significant factors,
inputs , assumptions, and methods used to determine selling price (whether vendor -
specific objective evidence, third -party evidence, or estimated selling price) for all
significant deliverables.  Please refer to ASC 605 -25-50-2.

Rami Hadar
Allot Communications  Ltd.
December 11, 2012
Page 3

 6. While your disclosure addresses the basic revenue recognition criteria related to product
sales, it is not clear when delivery typically occurs and when the related revenues are
typically recognized.  We note your disclosure on page 8 that “revenues from individual
customers may fluctuat e from time to time based on the timing and the terms under
which further orders are received and the duration of the delivery and implementation of
such orders.”  Please tell us what consideration was given to disclosing the general timing
of delivery or performance of service and the general timing of revenue recognition for
product sales.  Please refer to ASC 605 -25-50-2.

Note 13: Taxes on Income, page F -38

7. We note that the “exchange rate differences and others” line item in the rate
reconciliation on  page F -41 has had a significant impact on the company’s resultant
income tax expenses (benefit), particularly for the year ended December 31, 2011.  Please
tell us what consideration was given to explaining the nature of the line item and why it
was so si gnificant in 2011 in your financial statement footnote and/or the discussion of
operating results in your Operating and Financial Review and Prospects disclosure.

Form 6 -K filed October 30, 2012

Exhibit 99.1 Press Release Announcing Financial Results Dat ed October 30, 2012

8. We note that in your narrative summary discussion of results, you disclose the increase in
non-GAAP revenues.  Please tell us what consideration you have given to also disclosing
GAAP  revenues in your interim earnings releases.  Please refer to Item 100(a) of
Regulation G.

Table 3, Consolidated Statements of Operations on a Non -GAAP Basis

9. We believe the non -GAAP  consolidated statements of operations columnar format may
create the unwarranted impression to investors that the non -GAAP operating statement
has been prepared under a comprehensive set of accounting rules or principles. In
addition, Section II.A.2 of SE C Release 33 -8176 defines non -GAAP measures and does
not contemplate including non -GAAP financial statements as a “measure.” Please
remove that presentation, or explain to us in reasonable detail why its retention is
justified in light of these concerns. A s a substitute for this presentation format, you may
consider presenting only individual non -GAAP measures (i.e., line items, subtotals, etc.)
provided each one complies with Item 10 of Regulation S -K.  Please also refer to
Question 102.10 of the Non -GAAP Compliance and Disclosure Interpretations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable  Exchange Act rules require.   Since the company and its management are

Rami Hadar
Allot Communications  Ltd.
December 11, 2012
Page 4

 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 responding to our comments, p lease provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the C ommission from taking any action with respect to the filing s; 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.

You may contact Joyce Sweeney, Staff Accountant , at (202) 551 -3449  if you have
questions regarding comments on the financial statements and related matters.  If you have any
other questions, please contact Allicia Lam, Staff Attorney, at (202) 551 -3316  or Barbara C.
Jacobs , Assistant Director, at (202) 551 -3730 .  If you require further assistance, do not hesitate to
contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

February 29, 2012

Via E-mail
Rami Hadar  Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
 Re: Allot Communications Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 2010
  Filed June 9, 2011   File No. 1-33129
Dear Mr. Hadar:

We refer you to our comment letter dated January 6, 2012, regarding business contacts
with Cuba, Iran, Sudan, and Syria.   We have completed our review  of this subject matter.  We
remind you that our comments or changes to di sclosure in response to our comments do not
foreclose the Commission from ta king any action with respect to the company or the filing and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securiti es laws of the United States.  We urge all
persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be
certain that the filing include s the information the Securities Exchange Act of 1934 and all
applicable rules require.
         S i n c e r e l y ,           /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance

CORRESP
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    February 3, 2012

        Ms. Cecilia Blye

        Chief, Office of Global Security Risk

        Division of Corporation Finance

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

    Re:
    Allot Communications Ltd.

    Form 20-F for the Fiscal Year Ended December 31, 2010

    Filed June 9, 2011

    File No. 1-33129

Dear Ms. Blye,

Reference is made to your letter dated January 6, 2012 (the “Comment
Letter”) addressed to Allot Communications Ltd. (“Allot” or the “Company”), in which the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) provided certain comments to the
Company. We also
refer to a telephone conversation between Doron Faibish and Pradip Baumik pursuant to which the Company requested and received
an extension to submit its response on or before February 3, 2012.

The Company sets forth in this letter its responses to the numbered
comments in the Comment Letter. For your convenience, the Company has included the text of the Staff’s comments in bold and
keyed its responses accordingly.

Comment:

1.  We are aware of recent news reports, including the article discussed in the press
release attached to your Form 6-K filed on December 23, 2011, indicating that since 2006 you have sold Internet-surveillance equipment
to a Danish distributor who then shipped it to Iran. Iran is designated as a state sponsor of terrorism by the U.S. Department
of State, and is subject to U.S. economic sanctions and export controls. Please describe to us the nature, duration, and extent
of your past, current, and anticipated contacts with Iran, whether through subsidiaries, distributors, resellers, or other direct
or indirect arrangements. Your response should describe any products, equipment, components, technology, software, information,
support, and services that you have provided or intend to provide into Iran, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the government of Iran or entities controlled by that government. Please address
specifically the aforementioned reports of the indirect sales of your products to Iran.

Response:

The Company derives a significant portion of its revenue from direct
sales to large mobile and fixed-line service providers (“Direct Sales”), and derives the remainder of its revenue through
a network of channel partners (“Indirect Sales”) consisting of distributors, resellers, original equipment manufacturers
(OEMs) and system integrators (each, a “Channel Partner”). In 2011, the Company derived approximately 55% of its revenues
from Direct Sales, and the balance from Indirect Sales. The Company’s policy prohibits all Direct Sales and Indirect Sales
to, and other illicit activities with, sanctioned countries, entities and persons, including Iran.

The Company and its subsidiaries did not and do not make Direct
Sales to any entity or individual in Iran, and do not anticipate doing so in the future. Moreover, the Company has not entered
into any agreements, commercial arrangements or other contracts with the government of Iran or entities controlled by the Iranian
government, and it does not anticipate doing so in the future.

Regarding Indirect Sales, the
Company enters into contracts with Channel Partners that specifically identify and limit the territory in which a Channel Partner
is permitted to make sales. In accordance with the Company’s policies, none of the Company’s contracts with its approximately
300 Channel Partners authorize sales to Iran or any sanctioned country, including Iran. In one instance, the Company has a contractual
arrangement with a Channel Partner, which generally authorizes the Channel Partner to make sales on a global basis. In that particular
instance, the Company’s contract with that Channel Partner requires compliance with, among other things, U.S. economic sanctions
and export control laws and regulations. Accordingly, none of the Company’s contracts with Channel Partners authorize or
contemplate any activities with Iran, and the Company does not intend to authorize any Channel Partner to engage in such activities
with Iran in the future.

The Company’s product offering consists of two product lines.
The Company’s high-end Service Gateway systems are sold to large enterprises and mobile and fixed-line service providers.
Typically, the Service Gateway systems are sold with direct involvement of the Company, and as a result, the Company believes it
can identify the end customer of all its Service Gateway systems and that none of them are in Iran. The second product line is
the NetEnforcer that is designed for small business enterprises and has limited functionality and capacity.

Since 2006, the Company shipped approximately 8,700 NetEnforcer
units through a network of approximately 300 Channel Partners worldwide. RanTek A/S (“RanTek”), which is mentioned
in the press report referenced by the Staff, is a very small Denmark-based Channel Partner that since 2006 purchased 79 NetEnforcer
units from the Company (less than 1% of the total 8,700 mentioned above), pursuant to a Channel Partner agreement permitting RanTek
to market and sell the Company’s NetEnforcer products only in Denmark. Following the press report, RanTek informed the Company
that some of the 79 products that the Company sold to RanTek since the beginning of 2006 were re-exported to Iran pursuant to a
license granted by the Danish authorities. Since the Company has no means of tracking electronically or otherwise where its NetEnforcer
products are located after they are sold, the Company cannot independently verify the accuracy of information provided to the Company
by RanTek. The Company also determined that, notwithstanding its policy of prohibiting sales to sanctioned countries and despite
the fact that it did not engage any Channel Partner to cover Iran, its contract management protocol for authorizing Indirect Sales
outside of the contractually designated territory was not adequately followed in this case. As described in the response to comment
4, the Company has enhanced its procedures to address this in the future.

Comment:

2.  You disclose on pages 24, 28, and elsewhere that you operate in Latin America,
the Middle East, and Africa, regions that can be understood to include Cuba, Syria, and Sudan, which are designated as state sponsors
of terrorism by the U.S. Department of State and are subject to U.S. economic sanctions and export controls. Please describe to
us the nature and extent of your past, current, and anticipated contacts with Cuba, Syria, and Sudan, if any, whether through
subsidiaries, distributors, resellers, or other direct or indirect arrangements. Your response should describe any products, equipment,
components, technology, software, information, support, and services that you have provided, or intend to provide, into those
countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with their governments
or entities controlled by those governments.

    2

Response:

The Company and its subsidiaries did not and do not make Direct
Sales to any entity or individual in Cuba, Syria or Sudan, and do not anticipate doing so in the future. Moreover, the Company
has not entered into any agreements, commercial arrangements or other contracts with the governments of Cuba, Syria or Sudan or
entities controlled by those governments, and it does not anticipate doing so in the future.

In connection with Indirect Sales, consistent
with the Company’s policies, none of the Company’s contracts with its Channel Partners authorize or contemplate
any activities with Cuba, Syria or Sudan, and the Company does not intend to authorize any Channel
Partner to engage in such activities with those countries in the future. The Company is not aware of
any Channel Partner making Indirect Sales to entities or individuals in those countries.

Comment:

3.  You state in the aforementioned Form 6-K that your “products are not defense
items and are designed and intended for the civil market.” Please tell us whether, to the best of your knowledge, understanding,
and belief, any products, equipment, components, software, or technology you have provided or intend to provide, directly or indirectly,
into Cuba, Iran, Sudan, and/or Syria, including the products reportedly shipped to Iran by the Danish distributor, have potential
non-civilian uses, and describe such possible uses of which you are aware. Also, advise us whether, to the best of your knowledge,
understanding, and belief, any such items have been put to non-civilian uses by Cuba, Iran, Sudan, and/or Syria, and discuss any
such uses of which you are aware.

Response:

The Company’s products identify different types of Internet
application and enable service providers and enterprises to optimize the network bandwidth that different types of application
consume. In the case of service providers as opposed to enterprises, the Company’s products enable monetization of different
applications based on the bandwidth consumed by a particular subscriber. The Company’s products are not designed to, and
are not capable of, inspecting actual Internet content. The products sold by the Company to RanTek consisted of the Company’s
NetEnforcer products, which are suitable only for small business enterprises and not for mobile
or fixed-line service providers.

In addition, the Company does not believe that its NetEnforcer products
are subject to the U.S. Export Administration Regulations (EAR). The Company has no reason to believe that it violated the U.S.
Iranian sanctions regime. Moreover, the Israeli Ministry of Defense has officially determined that export of the Company’s
products from Israel is not subject to the Ministry’s oversight since they are solely non-defense products.

Based on the foregoing, the Company believes that there is no non-civilian
use to which the products referenced in the Staff’s comment can reasonably be put since their specifications, functionality
and performance are intended solely for small business enterprises.

The Company is not aware of any non-civilian use of its products
by Cuba, Iran, Sudan and/or Syria.

    3

Comment:

4.  You state in the aforementioned Form 6-K that your “corporate policy is to
comply fully with Israeli and non-Israeli laws, including all applicable export laws and regulations.” Please describe for
us your current policies, procedures, and systems, if any, to ensure compliance with U.S. economic sanction laws and export control
regulations, and tell us whether you have undertaken any additional measures or implemented enhanced controls in light of the
reported shipments of your products to Iran.

Response:

The Company’s Code of Conduct contains the following statement:

“It is the Company’s policy to fully comply with all
applicable Israeli and U.S. export, customs and trade control laws and regulations, licensing requirements, relevant non-U.S. laws
and international sanctions. The Company is responsible for customs, export and trade control compliance and will establish licensing
and compliance programs. Any investigation or inquiry by a governmental organization regarding alleged trade control violations
or irregularities should be immediately reported to the Chief Financial Officer prior to taking any action. The Chief Financial
Officer is available to answer any questions regarding customers, export licensing and trade controls and should be consulted as
the need arises.”

All employees of the Company have certified in writing that they
have read, and are in compliance and will continue to comply with, the Code of Conduct.

The Company has enhanced its trade controls compliance practices
in a number of ways, notably the following:

although the Company’s contracts with Channel
Partners limit their sales to a particular territory, the Company intends to include express provisions in its Channel Partners’
contracts regarding compliance with economic sanction laws and export control regulations;

the Company will bolster its contract management
protocol for authorizing Indirect Sales outside of the contractually designated territory;

the Company has reinforced training of its
sales employees with respect to identifying and responding to trade control-related “red flags” in connection with
the conduct of Company’s business, and intends to conduct such training on a regular basis; and

the Company will conduct regular and periodic testing of its compliance program.

Finally, the Company is an Israeli company. However, it has enhanced
its compliance practices and chosen to voluntarily conduct its business consistent with U.S. trade control laws and regulations.

Comment:

5.  Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and
Syria you describe in response to the foregoing comments, and whether those contacts constitute a material investment risk for
your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality
in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment
in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions directed toward companies that have contacts with Cuba, Iran, Sudan,
or Syria. In this regard, you should discuss specifically the above-referenced news reports about your products being shipped
to Iran.

    4

Response:

As noted in the responses to comments 1 and 2 above, the Company
does not and did not make any Direct Sales of its products to Cuba, Iran, Sudan or Syria. The Company’s contracts with its
Channel Partners do not authorize and have not authorized transactions with Cuba, Iran, Syria or Sudan.
The only contact with one of those countries since the beginning of 2007 of which the Company is aware is as described herein.

Quantitative Assessment:

The Company’s revenues from RanTek are not material by any
of the quantitative benchmarks used by the Commission to determine what constitutes material information for investors. Revenue
from RanTek comprises an insignificant and diminishing portion of the Company’s total revenue representing approximately
0.8%, 0.7% and 0.2% of total revenues in each of 2009, 2010 and 2011, respectively, corresponding to a dollar amount of approximately
$319,000, $397,000 and $188,000, only a portion of which could represent sales by RanTek to Iran.

Qualitative Assessment:

In terms of qualitative factors that
would impact investor sentiment towards the Company, the Company has considered the uses to which the NetEnforcer products can
be put. As described above, the NetEnforcer products are suitable only for small business enterprises, and the Company does not
believe that there is any non-civilian use to which the products can reasonably be put.

Like other companies in similar industries,
the most effective means for the Company to market and sell its products to large numbers of end customers is through Channel Partners
who are each assigned a defined territory and permitted to make sales only within that territory. The Company has
worldwide operations with approximately 300 Channel Partners. In addition to the minimal amount of sales to RanTek, the Company’s
diverse sales channels reduce the risk

January 6, 2012

Via E-mail
Rami Hadar  Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
 Re: Allot Communications Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 2010
  Filed June 9, 2011   File No. 1-33129
Dear Mr. Hadar:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.   General

1. We are aware of recent news reports, includi ng the article discussed in the press release
attached to your Form 6-K filed on December 23, 2011, indicating that since 2006 you have sold Internet-surveillance equipment to a Danish distributor who then shipped it to
Iran.  Iran is designated as a state sponsor of terrorism by th e U.S. Department of State,
and is subject to U.S. economic sanctions and export controls.  Please describe to us the
nature, duration, and extent of your past, cu rrent, and anticipated contacts with Iran,
whether through subsidiaries, di stributors, resellers, or other direct or indirect
arrangements.  Your response should descri be any products, equipment, components,
technology, software, information, support, and services that you have  provided or intend
to provide into Iran, directly or indi rectly, and any agreements, commercial
arrangements, or other contact s you have had with the govern ment of Iran or entities

Rami Hadar Allot Communications Ltd. January 6, 2012 Page 2
 controlled by that government.  Please addres s specifically the afor ementioned reports of
the indirect sales of your products to Iran.

2. You disclose on pages 24, 28, and elsewhere that you operate in Latin America, the
Middle East, and Africa, regi ons that can be understood to  include Cuba, Syria, and
Sudan, which are designated as state sponsor s of terrorism by the U.S. Department of
State and are subject to U.S. economic sanctio ns and export controls.  Please describe to
us the nature and extent of your past, current , and anticipated contacts with Cuba, Syria,
and Sudan, if any, whether through subsidiaries, distributors, rese llers, or othe r direct or
indirect arrangements.  Your response should describe any products, equipment,
components, technology, software, informa tion, support, and serv ices that you have
provided, or intend to provide, into those countries, direct ly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with their
governments or entities cont rolled by those governments.

3. You state in the aforementioned Form 6-K that  your “products are not defense items and
are designed and intended for the civil market.”   Please tell us whet her, to the best of
your knowledge, understanding, and belief, a ny products, equipment, components,
software, or technology you have provided or intend to provide,  directly or indirectly,
into Cuba, Iran, Sudan, and/or Syria, includ ing the products reporte dly shipped to Iran by
the Danish distributor, have pot ential non-civilian uses, and describe such possible uses
of which you are aware.  Also, advise us  whether, to the best of your knowledge,
understanding, and belief, any such items have  been put to non-civilian uses by Cuba,
Iran, Sudan, and/or Syria, and discuss a ny such uses of which you are aware.

4. You state in the aforementioned Form 6-K that  your “corporate policy is to comply fully
with Israeli and non-Israeli laws , including all applicable expo rt laws and regulations.”
Please describe for us your current policies, procedures, and systems, if any, to ensure
compliance with U.S. economic sanction laws and export control regul ations, and tell us
whether you have undertaken any additional measures or implemented enhanced controls in light of the reported shipment s of your products to Iran.

5. Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and Syria
you describe in response to the foregoi ng comments, and whether those contacts
constitute a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corpor ate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-desi gnated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment

Rami Hadar Allot Communications Ltd. January 6, 2012 Page 3
 evidenced by such actions directed toward co mpanies that have contacts with Cuba, Iran,
Sudan, or Syria.  In this regard, you shoul d discuss specifically the above-referenced
news reports about your produc ts being shipped to Iran.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.

        S i n c e r e l y ,
         /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance

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    zk1109269.htm

January 5, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Matthew Crispino, Esq.

Re:

Allot Communications Ltd.

Registration Statement (File No. 333-171053) on Form F-3 Initially Filed on December 9, 2010 (CIK No. 0001365767)

Dear Mr. Crispino:

On behalf of our client, Allot Communications Ltd., an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated January 3, 2011 (the “Comment Letter”) relating to the Registration Statement on Form F-3 filed by the Company on December 9, 2010 (the “Registration Statement”).

The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold below. The Company is concurrently filing with the Commission Amendment No. 1 to the Registration Statement.

Incorporation of Certain Documents by Reference, page 11

1.

The description of your ordinary shares is incorporated by reference to your Form F-1 filed on October 31, 2006.  However, the description of your ordinary shares must be incorporated from an Exchange Act registration statement, such as the Form 8-A filed on November 3, 2006.  Please revise.  Refer to Item 6(a) of Form F-3.  Also, please amend this section to indicate that your Form 6-K filed on December 9, 2010 includes unaudited financial statements for the nine months ended September 30, 2010.  Refer to Item 5(b)(2) of Form F-3.

Securities and Exchange Commission

January 5, 2011

Response:

The Company has amended the disclosure on pages 4 and 11 of the Registration Statement in response to this comment.

Item 10. Undertakings, page II-2

2.

As you are relying on Section 305(b)(2) of the Trust Indenture Act to designate a trustee on a delayed basis, please include the undertaking at Item 512(j) of Regulation S-K.

Response:

The Company has revised the Registration Statement on page II-4 to include the undertaking required by Item 512(j) of Regulation S-K.

Exhibit 5.1

3.

The legality opinion you have filed is limited to the laws of the State of Israel.  However, Section 10.10 of the form of indenture provides that the indenture is to be governed by the laws of the state of New York.  As counsel's opinion must properly address the enforceability of debt securities issued pursuant to the indenture, please file a revised opinion that covers New York law.  Refer to Item 601(b)(5) of Regulation S-K.

Response:

The Company has filed an additional legal opinion addressing New York law as an exhibit to the Registration Statement.

*           *           *

Please do not hesitate to contact Colin Diamond at (212) 819-8754 or Sarah Rizzo at (212) 819-8529 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

2

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January 5, 2011

Securities and Exchange Commission

Division of Corporation Finance

110 F Street, N.E.

Washington, D.C. 20549

Re:

Allot Communications Ltd.

Registration Statement on Form F-3 (File No. 333-171053)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), Allot Communications Ltd. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-171053), as amended, to 4:00 p.m., Eastern Time, on Friday, January 7, 2011, or as soon thereafter as practicable.

The Company hereby acknowledges 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 Securities and Exchange Commission (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.

We understand that the staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.

Sincerely,

ALLOT COMMUNICATIONS LTD.

By:

/s/  Nachum Falek

Name: Nachum Falek

Title: Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       D IV ISION OF
CORPORATION FINANCE

 January 3, 2011

Rami Hadar, CEO
Allot Communications Ltd.
c/o Allot Communications, Inc.
300 Trade Center, Suite 4680
Woburn, MA  01801

 Re: Allot Communications Ltd.
  Registration Statement on Form F -3
  Filed December 9 , 2010
  File No.  333-171053

Dear Mr. Hadar :

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 respo nd 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
circumstances or do not believe an amendment is appropriate, please tell us why in your
respon se.

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

Incorporation of Certain Documents by Reference, page 11

1. The description of your ordinary shares is incorporated by reference to your Form F -1
filed on October 31, 2006.  However, the description of your ordinary shares must be
incorporated from an Exchange Act registration statement , such as the Form 8 -A filed on
November 3, 2006.   Please revise.  Refer  to Item 6(a) of Form F -3.  Also, please amend
this section to indicate that your Form 6 -K filed on December 9, 2010 includes unaudited
financial statements for the nine months ended September 30, 2010.  Refer to Item
5(b)(2) of Form F -3.

Item 10.  Undertakings, page II -2

2. As you are relying on Section 305(b)(2) of the Trust Indenture Act to designate a trustee
on a delayed basis, please include the undertaking at Item 512(j) of Regulation S -K.

Rami Hadar, CEO
Allot Communications Ltd.
January 3, 2011
P a g e  2

Exhibit 5.1

3. The legality opinion  you have filed is limited to the laws of the State of Israel .  However,
Section 10.10  of the  form of  indenture provides that the indenture is to be governed by
the laws of the state of New  York .  As counsel's opinion  must properly address the
enforceability of debt securities issued pursuant to the indenture, please file a revised
opinion  that covers New  York  law.  Refer to  Item 601(b)(5) of Regulation S -K.

We urge all persons who are responsible for the accuracy an d adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 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 the 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 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 proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleratio n.  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 t he 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 requested effective date of the
regis tration statement.

Rami Hadar, CEO
Allot Communications Ltd.
January 3, 2011
P a g e  3

 If you have any questions regarding these comments, please contact me at (202) 551 -3456 .
I f  you require further assistance, you may contact Barbara C. Jacobs, assistant Director, at (202)
551-3735 .

        Sincerel y,

        Matthew Crispino
        Staff Attorney

cc: Via Facsimile: (212) 354 8113
 Colin Diamond , Esq.
 White & Case LLP

Mail Stop 4561         January 29, 2010  Rami Hadar, Chief Executive Officer
Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B  Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2008  File No. 001-33129

Dear Mr. Hadar:

We have completed our review of your Fo rm 20-F and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Patrick Gilmore Accounting Branch Chief

CORRESP
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             Headquarters

             January 11,
      2010
             22 Hanaagar
      Street

             Industrial  Zone
      B

             Securities and
      Exchange Commission
             Hod-Hasharon,
      45240, Israel

             Division of
      Corporation Finance
             Tel: 972 (9)
      7619200

             110 F Street,
      N.E.
             Fax: 972 (9)
      7443626

             Washington,
      D.C. 20549
             info@allot.com

             www.allot.com

                  Re:

                  Allot Communications
      Ltd.

                    Form
      20-F for the Fiscal Year Ended December 31, 2008

                      Filed
      May 7, 2009

                        File No.
      001-33129

      Ladies
and Gentlemen:

      Further to the letter of White and Case
LLP dated December 18, 2009 in connection with the above-referenced filing,
Allot Communication Ltd., an Israeli company (the “Company”), hereby
acknowledges 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 Securities and Exchange Commission (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.

      Should you have any questions regarding
this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
of White & Case LLP, counsel to the Company.

                  Sincerely,

                  ALLOT COMMUNICATIONS LTD.

                  By:

                /s/ Doron
      Arazi

                Name:
      Doron Arazi

                Title:
      Chief Financial Officer

CORRESP
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                  White
      & Case LLP

                  1155 Avenue of the Americas

                  New York, New York 10036-2787

                  Tel  +1 212 819 8200

                  Fax  +1 212 354 8113

                  www.whitecase.com

    January
11, 2010

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Attn:

                Mr.
      Patrick Gilmore

                    Re:

                    Allot
      Communications Ltd.

                      Form
      20-F for the Fiscal Year Ended December 31, 2008

                      Filed
      May 7, 2009

                      File No.
      001-33129

      Dear Mr.
Gilmore:

      On behalf
of our client, Allot Communications Ltd., an Israeli company (the “Company”), please
find set forth below for review by the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) the
Company’s responses to the Staff’s comment letter dated January 6, 2010 (the
“Comment
Letter”) with respect to the above-referenced filing of the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  For ease of reference, each comment contained in the
Comment Letter is printed below in bold text and is followed by the Company’s
response.  The information included herein has been provided to us by
management of the Company.

                1.

                As
      previously requested, provide a statement from the Company acknowledging
      that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

                ·

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; 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.

                Securities
      and Exchange Commission

                January 11,
      2010

      Response:

      The
Company has provided the required statement concurrently herewith.

                2.

                Please
      refer to prior comment 5.  We not that you requested
      confidential treatment pursuant to Rule 83 of the Freedom of Information
      Act for information contained in the separately provided letter referenced
      in your response.  Please note that Rule 83 sets forth the
      procedures for a registrant to request confidential treatment for
      information contained in a response letter or for supplemental information
      provided to us.  If you seek to rely upon this rule, the
      response letter submitted electronically must, on each page where you omit
      information from the electronic version of the letter, designate or mark
      the place where you omit material and tie the omission to a legend that
      indicates material has been omitted and provide any other required
      information.  Note that the rule also requires you to clearly
      mark each page with the words “Confidential Treatment Requested by [name]”
      and an identifying number and code, such as a Bates-stamped
      number.  Further, in your written request for confidential
      treatment, you must refer to the record by the identifying number and
      code.  If you wish to rely on this rule, please re-file your
      correspondence on EDGAR accordingly and resubmit a confidential treatment
      request that conform to the rule.

      Response:

      The
Company has resubmitted its initial response letter and request for confidential
treatment in response to this comment.

      *         *           *

      Please do
not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP
with any questions or comments regarding this letter.

                Sincerely,

                  /s/ White & Case
      LLP

                White
      & Case LLP

                cc:

                Mr.
      Rami Hadar

                  Mr.
      Doron Arazi

    2

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            White
      & Case LLP

              1155 Avenue of the Americas

              New York, New York 10036-2787

            Tel  +1 212 819
      8200

              Fax  +1 212 354 8113

              www.whitecase.com

FOIA Confidential Treatment
Request

      Pursuant to Rule 83 by Allot
Communications Ltd.

      December
18, 2009

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

                  Attn:

                  Mr.
      Patrick Gilmore

                  Re:

                  Allot
      Communications Ltd.

                  Form
      20-F for the Fiscal Year Ended December 31, 2008

                  Filed
      May 7, 2009

                  File
      No. 001-33129

      Dear Mr.
Gilmore:

      On behalf
of our client, Allot Communications Ltd., an Israeli company (the “Company”), please
find set forth below for review by the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) the
Company’s responses to the Staff’s comment letter dated November 25, 2009 (the
“Comment
Letter”) with respect to the above-referenced filing of the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  For ease of reference, each comment contained in the
Comment Letter is printed below in bold text and is followed by the Company’s
response.  The information included herein has been provided to us by
management of the Company.

                1.

                You
      state that certain hardware components that are used in your products are
      obtained from single or limited sources.  Please tell us how you
      determined that the limited source supplier agreement with the companies
      you cite in this risk factor need not be filed as exhibits pursuant to
      Instruction 4(b)(ii) to the
Exhibits.

          12-18-09-01

                  Securities
      and Exchange Commission

                  FOIA
      Confidential Treatment Request

        Pursuant to Rule 83 by Allot
Communications Ltd.

        December
18, 2009

        FOIA Confidential Treatment
Request

        Pursuant to Rule 83 by Allot
Communications Ltd.

      Response:

      The risk
factor referenced the following products and related suppliers:

                Product

                Component

                Supplier

                NetEnforcer
      AC-400

                NetEnforcer
      AC-800

                Central
      processing unit

                Intel
      Corporation

                NetEnforcer
      AC-1000

                NetEnforcer
      AC-2500

                Network
      processor

                Hifn,
      Inc.

                NetEnforcer-10000

                Service
      Gateway platforms

                Central
      processing unit

                Raza
      Microelectronics, Inc.

      The
Company does not believe that its agreements or other purchasing arrangements
with the above-referenced suppliers were required to be filed based on the
following reasoning:

      Instruction
4(b)(ii) refers to “continuing contracts…to purchase the major part of your
requirement of goods, services or raw materials.”  The preamble to
that subsection states that “Even if a contract falls into one of these
categories, you do not have to file the contract if it is immaterial in amount
or significance.”

      The
Company does not have a supply agreement with Intel and, accordingly, could not
file any agreement as an exhibit.  The Company’s agreements with Hifn
and Raza do not require any minimum purchases nor commit those companies to make
any minimum amount available for purchase.  Each agreement merely
provides that the Company may submit purchase orders and sets forth the terms of
licenses for software included in any products supplied.  As such,
they do not contain any terms that would be material to
investors.  This is one reason that the Company believes these
contracts are immaterial in significance.

      The other
reason that the Company believes the contracts are immaterial in significance is
that each of the components supplied is an off-the-shelf item, none of which
were designed or manufactured specifically for the Company.  As a
result, these components may be purchased by other customers in addition to the
Company.  Suppliers of such components generally announce end of life
policies and the Company can increase its inventory accordingly to allow enough
time to modify products to accommodate alternate components.  The
Company has disclosed this fact, and its related practices, clearly on page 29
of the Form 20-F:

          12-18-09-02

                    Securities
      and Exchange Commission

                    FOIA
      Confidential Treatment Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

          December
18, 2009

          FOIA Confidential Treatment
Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

      “We carry
approximately three to six months of inventory of key components. We also work
closely with our suppliers to monitor the end-of-life of the product cycle for
integral components, and believe that in the event that they announce end of
life, we will be able to increase our inventory to allow enough time for
replacing the products. We have been informed by Hifn that it is their general
policy to provide their customers with a six-month last-time-buy option and
twelve months to take delivery of the product in the event that Hifn decides to
discontinue production of the network processor.”

      The
Company provided the above disclosure with respect to its inventory precisely
because it does not have any long-term supply agreements.  The Company
believes that its inventory practices outlined above, and the nature of its
agreements with Hifn and Raza, mean that the Company is not substantially
dependent on any agreement or purchasing arrangement.  In addition to
the foregoing disclosure, the Company will clarify in future Form 20-Fs that it
does not have agreements that contain supply commitments.

                2.

                We
      note that your certifying officers concluded that you “have in place
      effective controls and procedures…”  Please refer to Item 15T(a)
      of Form 20-F and confirm, if true, that your “disclosure controls and
      procedures” were effective during the relevant period and confirm that you
      will provide conforming disclosure in future
  filings.

      Response:

      The
Company confirms that its certifying officers have concluded that its disclosure
controls and procedures were effective as of the end of the period covered by
the Form 20-F filed by the Company on May 7, 2009.  The Company will
provide conforming disclosure in future filings.

                3.

                You
      state that your Chief Executive Officer and Chief Financial Officer
      concluded that you “have in place effective controls and procedures
      designed to ensure that information disclosed by [you] in the reports
      [you] file or submit under the Exchange Act and the rules thereunder, is
      recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms.”  This effectiveness
      conclusion is stated in terms that are more limited in scope than the
      definition of “disclosure controls and procedures” as set forth in
      Exchange Act Rule 13a-15(e).  In your response letter, please
      confirm, if true, that your disclosure controls and procedures were also
      effective to ensure that information required to be disclosed in the
      reports that you file or submit under the Exchange Act is accumulated and
      communicated to your management, including your Chief Executive Officer
      and Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosures.  In future filings, to the
      extent you include a definition of disclosure controls and procedures in
      your effectiveness conclusion, please include the entire definition as set
      forth in Exchange Act Rule
13a-15(e).

          12-18-09-03

                    Securities
      and Exchange Commission

                    FOIA
      Confidential Treatment Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

          December
18, 2009

          FOIA Confidential Treatment
Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

      Response:

      The
Company confirms that its disclosure controls and procedures were effective to
ensure that information required to be disclosed in the reports that it files or
submits under the Exchange Act is accumulated and communicated to its
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosures.

      The
Company acknowledges the Staff’s comment and, to the extent a definition of
“disclosure controls and procedures” is included in its effectiveness
conclusion, will include the entire definition as set forth in Exchange Act Rule
13a-15(e) in future filings.

                4.

                While
      you state that no “material changes” in your internal control over
      financial reporting occurred during the fiscal year ended 2008 that
      materially affected your internal control over financial reporting, please
      note that Item 15T(c) requires disclosure of “any change” in your internal
      control over financial reporting that has materially affected or is
      reasonably likely to materially affect, your internal control over
      financial reporting.  Please confirm that there were no changes
      in your internal control over financial reporting that materially
      affected, or were reasonably likely to materially affect your internal
      control over financial reporting and provide us with a representation that
      you will provide conforming disclosure in future
  filings.

      Response:

      The
Company confirms that there were no changes in its internal control over
financial reporting that materially affected, or were reasonably likely to
materially affect, its internal control over financial reporting.  The
Company will provide conforming disclosure in future filings.

          12-18-09-04

                    Securities
      and Exchange Commission

                    FOIA
      Confidential Treatment Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

          December
18, 2009

          FOIA Confidential Treatment
Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

                5.

                We
      note your disclosure that vendor-specific objective evidence (“VSOE”) of
      your maintenance and support services is based on the “price when sold
      separately.”  Please describe, in detail, your methodology for
      establishing VSOE.  If VSOE is based on stated renewal rates
      then please tell us how you determined the renewal rates are
      substantive.  In this regard, please provide the range of
      renewal rates and tell us what percentage of your customers actually renew
      at such rates.  Alternately, if VSOE is based on stand-alone
      sales, then provide the volume and range of stand alone sales used to
      establish VSOE.  Also, please describe the various factors that
      affect your VSOE analysis including customer type and other pricing
      factors (e.g., geographic region, purchase volume, competitive pricing,
      perpetual versus term license,
etc.).

      Response:

      As of
December 31, 2008, the Company offered two maintenance and support plans. The
basic support plan includes hardware advance replacement, software bug fixing,
unspecified updates and upgrades (on a when-and-if-available basis) and
technical support services. The second plan is an extended support plan that
includes on site support in addition to the services provided under the basic
support plan.

      The
Company’s process for establishing VSOE of fair value of the basic support plan
is through the performance of a VSOE compliance test which is an analysis of the
basic support plan annual renewal activity for the installed base of the
Company. VSOE of fair value of the basic support plan is based on the actual
renewal price, calculated as a percentage of the respective price list (“Renewal
Rate”).

      The
Company used the Bell Shaped Curve approach to establish its VSOE of fair value
of the basic support plan in accordance with the provision of paragraph 10 of
SOP 97-2. VSOE of fair value of the basic support plan exists when a substantial
majority of the Company’s actual basic support plan renewals are within a narrow
range of plus or minus 20% of the midpoint of the Renewal Rates. The compliance
test was conducted using two variables: geographic region and type of
customer.

      The table
below summarizes the results of the abovementioned analysis:

                Region

                Customer
      Type

                Number
      of Renewals

                Percentage
      of Renewals Falling Within the Range

                ROW

                Distributor

                648

                74%

                Reseller

                114

                79%

                End
      User

                29

                76%

                America

                Distributor

                319

                92%

                Reseller

                143

                93%

                End
      User

                46

                85%

          12-18-09-05

                    Securities
      and Exchange Commission

                    FOIA
      Confidential Treatment Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

          December
18, 2009

          FOIA Confidential Treatment
Request

          Pursuant to Rule 83 by Allot
Communications Ltd.

      The
Company’s process for establishing VSOE of fair value of the extended support
plan is through the performance of a VSOE compliance test for the renewal rates
stated in customers’ contracts.  This process, known as the
Substantive Renewal Rate approach, was conducted in accordance with the
provision of paragraph 10 of SOP 97-2. VSOE of fair value of the extended
support plan is based on the renewal rate as permitted by AICPA Technical
Practice Aid 5100.55, “Fair Value of PCS with a Consistent Renewal Percentage
(But Varying Renewal Dollar Amounts) and Software Revenue
Recognition.”

      The
Company determined that the renewal rates applicable for the extended support
plan were substantive based on their actual rate of <***>%.

      The
stated renewal rates for the extended support plan were all within a narrow
range of plus or minus 15% of their respective midpoint. The original terms of
the contracts with stated renewal rates have not yet expired. In addition, this
extended support plan was also sold separately for a price reflecting a rate
within the same narrow range of the stated renewal rates mentioned
above.  In that case, the original contract included only the basic
support plan and the renewal rate for the extended support plan was agreed
separately when the service was renewed and extended.

                6.

                We note several references
      throughout your Form 20-F to third party valuations.  For
      example, on page F-20 you indicate that the fair value of intangible
      assets acquired was based on third-party valuation.  Also, on
      page F-21 you indicate that a third party valuation was used to determine
      the fair value of certain auction rate securities.  For each
      reference to a third party valuation in your Form 20-F please describe for

Mail Stop 4561         January 6, 2010   Rami Hadar, Chief Executive Officer
Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B  Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2008
Filed May 7, 2009
 File No. 001-33129

Dear Mr. Hadar:

We have reviewed your response letter  dated December 18, 2009 in connection
with the above-referenced filing and have the following comments.  If indicated, we think
you should revise your document 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated November 25, 2009.    Form 20-F for the Fiscal Year Ended December 31, 2008

General
1. As previously requested, provide a st atement from the Company acknowledging
that:
• the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the Company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Rami Hadar
Allot Communications Ltd.
January 6, 2010 Page 2  2. Please refer to prior comment 5.  We note that you requested confidential
treatment pursuant to Rule 83 of the Freedom of Information Act for information contained in the separately provided lette r referenced in your response.  Please
note that Rule 83 sets forth the procedures  for a registrant to request confidential
treatment for information contained in a response letter or for supplemental
information provided to us.  If you seek to rely upon this rule, the response letter
submitted electronically must, on each page  where you omit information from the
electronic version of the letter, desi gnate or mark the place where you omit
material and tie the omission to a legend that indicates material has been omitted
and provide any other required information.  Note that the rule also requires you
to clearly mark each page with the wo rds “Confidential Treatment Requested by
[name]” and an identifying number and code, such as a Bates-stamped number.  Further, in your written request for confidential treatment, you must refer to the record by the identifying number and code.  If you wish to rely on this rule, please
re-file your correspondence on EDGAR acco rdingly and resubmit a confidential
treatment request that conforms to the rule.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact David Edga r, Staff Accountant, at (202) 551-3459, or Christine
Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters.  Please address
questions regarding all other comments to St ephani Bouvet, at (202) 551-3545 or Maryse
Mills-Apenteng, Special Counsel, at (202) 551- 3457.  If you need further assistance, you
may contact me at (202) 551-3406.
         S i n c e r e l y ,           P a t r i c k  G i l m o r e
Accounting Branch Chief

Rami Hadar
Allot Communications Ltd. January 6, 2010 Page 3

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     Corresp

     White & Case LLP
     Tel + 1 212 819 8200

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     New York, New York 10036-2787
     www.whitecase.com

December 1, 2009

Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:
Ms.
Stephani Bouvet

Re:
Allot
Communications Ltd.

Form
20-F for the Fiscal Year Ended December 31, 2008

Filed
May 7, 2009

File
No. 001-33129

Dear Ms. Bouvet:

        On
behalf of our client, Allot Communications Ltd., an Israeli company (the
“Company”), we hereby ackowledge receipt by the Company of the comment
letter of the Staff of the Securities and Exchange Commission (the
“Staff”) dated November 25, 2009 (the “Comment Letter”)
with respect to the above-referenced filing of the Company. Further to the discussions
with you earlier today, we hereby confirm the Company will respond to the Comment Letter
on or before December 18, 2009.

        Please
do not hesitate to contact the undersigned at (212) 819-8754 or Heath Sandak at (212)
819-8884 with any questions regarding this letter.

Sincerely,

/s/ Colin J. Diamond
Colin J. Diamond

cc:  Doron Arazi, Chief Financial Officer, Allot Communications Ltd.

Mail Stop 4561         November 25, 2009  Rami Hadar, Chief Executive Officer
Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B  Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2008
Filed May 7, 2009
 File No. 001-33129

Dear Mr. Hadar:

We have reviewed the above-referenced filing and have the following comments.
If indicated, we think you should revise your document 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 supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view 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 the Fiscal Year Ended December 31, 2008

Item 3: Key Information

Risk Factors

Certain hardware components for our produc ts come from single or limited sources,
page 9
1. You state that certain hardware components that are us ed in your products are
obtained from single or lim ited sources.  Please tell us how you determined that

Rami Hadar
Allot Communications Ltd.
November 25, 2009 Page 2
the limited source supplier agreement with the companies you cite in this risk factor need not be filed as exhibits pursuant  to Instruction 4(b)(ii) to the Exhibits.

ITEM 15: Controls and Procedures

(a) Disclosure Controls and Procedures, page 97
2. We note that your certifying officers concluded that you “have in place effective
controls and procedures . . . .”  Pleas e refer to Item 15T(a) of Form 20-F and
confirm, if true, that your “disclosure controls and procedures” were effective
during the relevant period and conf irm that you will provide conforming
disclosure in future filings.
3. You state that your Chief Executive Of ficer and Chief Financial Officer
concluded that you “have in place effectiv e controls and procedures designed to
ensure that information disclosed by [ you] in the reports [you] file or submit
under the Exchange Act and the rules thereunder, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.”  This effectiveness conclusion is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” as set forth in Exchange Act Rule 13a-15(e).  In your res ponse letter, please confirm, if true, that
your disclosure controls and procedures were also effective to ensure that
information required to be disclosed in the reports that you file or submit under
the Exchange Act is accumulated an d communicated to your management,
including your Chief Executive Officer  and Chief Financial Officer, as
appropriate to allow timely decisions re garding required disclosure.  In future
filings, to the extent you in clude a definition of disclosu re controls and procedures
in your effectiveness conclusion, please incl ude the entire defin ition as set forth in
Exchange Act Rule 13a-15(e).

Changes in Internal Control over Financial Reporting, page 98

4. While you state that no “material changes” in your internal cont rol over financial
reporting occurred during the fiscal year ended 2008 that materially affected your
internal control over financ ial reporting, please note th at Item 15T(c) requires
disclosure of “any change” in your intern al control over financial reporting that
has materially affected or is reasonably likely to materially affect, your internal
control over financial reporting.  Please confirm that there were no changes in
your internal control over financial reporti ng that materially affected, or were
reasonably likely to materially affect your  internal control over financial reporting
and provide us with a representation that you will provide conforming disclosure
in future filings.

Rami Hadar
Allot Communications Ltd.
November 25, 2009 Page 3  Financial Statements

 Notes to Consolidated Financial Statements

 Note 2 – Significant Accounting Policies

 l.  Revenue recognition, page F-13

5. We note your disclosure that vendor-sp ecific objective evid ence (“VSOE”) of
your maintenance and support services is based on the “price when sold
separately.”  Please describe, in deta il, your methodology for establishing VSOE.
If VSOE is based on stated renewal rate s then please tell us how you determined
the renewal rates are substantive.  In this regard, please provide the range of
renewal rates and tell us wh at percentage of your cu stomers actually renew at
such rates.  Alternatively, if VSOE is ba sed on stand-alone sales, then provide the
volume and range of stand alone sales us ed to establish VSOE.  Also, please
describe the various factors that affect  your VSOE analysis including customer
type and other pricing factors (e .g., geographic region, purchase volume,
competitive pricing, perpetual versus term license, etc.).
 Note 3 – Acquisitions, page F-19

6. We note several references throughout your Form 20-F to third party valuations.
For example, on page F-20 you indicate that  the fair value of intangible assets
acquired was based on third-party valuati on.  Also, on page F-21 you indicate that
a third party valuation was used to determine the fair value of certain auction rate securities.  For each reference to a third party valuation in your Form 20-F please describe for us the nature and extent of the third party valuation firm’s involvement in the transaction.  Plea se see Question 141.02 of our Compliance
and Disclosure Interpretations available at http://www.sec.gov/divisions/c orpfin/guidance/sasinterp.htm  for guidance.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

Rami Hadar
Allot Communications Ltd. November 25, 2009 Page 4
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact David Edga r, Staff Accountant, at (202) 551-3459, or Christine
Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters.  Please address
questions regarding all other comments to St ephani Bouvet, at (202) 551-3545 or Maryse
Mills-Apenteng, Special Counsel at (202) 551- 3457.  If you need furt her assistance, you
may contact me at (202) 551-3406.
        S i n c e r e l y ,           P a t r i c k  G i l m o r e
        A c c o u n t i n g  B r a n c h  C h i e f