August 29, 2019

Guy Melamed
Chief Financial Officer and Chief Operating Officer
Varonis System Inc
1250 Broadway, 29th Floor
New York, NY 10001

       Re: Varonis System Inc
           File No. 001-36324
           Form 10-Q for the Quarter Ended June 30, 2019
           Filed July 30, 2019
           Correspondence
           Filed July 12, 2019

Dear Mr. Melamed:

       We have reviewed your July 12, 2019 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to
comments in our
July 1, 2019 letter.

Form 10-Q filed on July 30, 2019

Investor Presentation
Q2 2019 Results, page 10

1.    We refer to the Q2 2019 investor presentation posted on your website.
This presentation
      includes disclosure and analysis of "Normalized Revenue," which you
determined by
      multiplying reported subscription revenue by a conversion factor of 2.2.
Normalized
      Revenue appears to be a non-GAAP measure as defined by Regulation G.
Please explain
      why you have not identified it as such. In addition, it is not clear that
presenting reported
      revenue as if you had been operating under a different subscription mix
complies with
      Rule 100(b) of Regulation G. Please remove these disclosures in future
presentations or
 Guy Melamed
Varonis System Inc
August 29, 2019
Page 2
         tell us how you considered Rule 100 of Regulation G and Question
100.04 of the Non-
         GAAP Compliance and Disclosure Interpretations.
Components of Operating Results
Transition to Subscription-Based Business Model, page 21

2.       We note you provide the disclosure of the conversion factor for your
normalized revenue
         calculation. Such disclosure appears to be very instructive in how to
calculate the
         normalized revenue. Please consider expanding your disclosure to
clearly explain how
         management uses the conversion factor and why this metric is useful to
your investors.
         This disclosure should clearly explain that the conversion rate is an
assumption and that
         the calculated revenue amount may not represent what revenue would be
due to various
         uncertainties such as whether a customer purchase decision might be
different based on
         different product offerings. In addition, consider separating this
disclosure from your
         Annual Recurring Revenue discussion as to clearly distinguish these
two disclosures.


       You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters.



                                                              Sincerely,
FirstName LastNameGuy Melamed
                                                              Division of
Corporation Finance
Comapany NameVaronis System Inc
                                                              Office of
Information Technologies
August 29, 2019 Page 2                                        and Services
FirstName LastName