Mail Stop 4561

				July 21, 2005

Eyal Desheh
Chief Financial Officer
Check Point Software Technologies Ltd.
3A Jabotinsky St., Diamond Tower
Ramat Gan, 52520 Israel

Re:	Form 20-F for Fiscal Year Ended December 31, 2004
		Filed April 4, 2005
		File No. 000-28584

Dear Mr. Desheh:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review 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 Fiscal Year Ended December 31, 2004

Controls and Procedures, page 53

1. Your disclosure suggests that your disclosure controls and
procedures are effective, but only to the extent that information
required to be disclosed is "recorded, processed, summarized and
reported timely."  This disclosure does not address the
effectiveness
of your disclosure controls and procedures with respect to whether
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your officers to allow timely decisions regarding required
disclosure.  Please confirm whether your disclosure controls and
procedures are also effective with respect to the foregoing
requirement.  Please see Rule 13a-15(e) of the Exchange Act for
additional guidance.

2. You state that there can be no assurance that your disclosure
controls and procedures will detect or uncover all failures to
disclose material information.  Please tell us whether your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and whether your chief
executive officer and chief financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  Please refer to Section II.F.4 of Release No.
33-
8238 for additional guidance.

3. We note your disclosure that "there have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect these controls subsequent to the date
of
the evaluation thereof."  Consistent with the evaluation required
by
Rule 13a-15(d) of the Exchange Act, please confirm to us
definitively
whether there has been any change in your internal control over
financial reporting identified in connection with your evaluation
that occurred during the period that has materially affected or is
reasonably likely to materially affect your internal control over
financial reporting.  Please see Section II.F.4 of Release No. 33-
8238 for additional guidance.

Notes to Consolidated Financial Statements

Note 9:  Taxes on Income, page F-25

4. We note your disclosure that no deferred income taxes have been
provided on income attributable to your Approved Enterprise
production facilities in Israel.  Even though you currently intend
to
reinvest the amount of your tax-exempt income and not distribute
such
income as a dividend, a deferred tax liability may still be
necessary
unless the undistributed earnings are essentially permanent in
duration.  Please tell us whether the undistributed tax-exempt
income
is essentially permanent in duration.

       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.  You may wish to provide us with
marked
copies of any amendment to expedite our review.  Please furnish a
cover letter with any amendment that keys your response to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing any amendment and your
response to our comments.

	 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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jason Niethamer at 202-551-3855, Melissa
Walsh
at 202-551-3224 or me at 202-551-3730 if you have questions
regarding
the above comments.


Sincerely,



Stephen G. Krikorian
Accounting Branch Chief
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Eyal Desheh
Check Point Software Technologies LTD
July 21, 2005
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