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                              October 22, 2020

       Elad Sharon
       Chief Executive Officer
       Cognyte Software Ltd.
       33 Maskit
       Herzliya Pituach
       4673333, Israel

                                                        Re: Cognyte Software
Ltd.
                                                            Draft Registration
Statement on Form 20-F
                                                            Submitted September
25, 2020
                                                            CIK: 0001824814

       Dear Mr. Sharon:

              We have reviewed your draft registration statement 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 by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form 20-F

       Summary, page 1

   1.                                                   You state that Verint
expects to incur separation costs of approximately $35.0 million in
                                                        addition to $9.3
million in separation-related capital expenditures during the fiscal year
                                                        ending January 31,
2021. Please clarify whether Cognyte will be responsible for any of
                                                        these costs and, if so,
whether these costs will be funded by the debt that you expect to
                                                        incur.
 Elad Sharon
FirstName LastNameElad Sharon
Cognyte Software Ltd.
Comapany
October 22,NameCognyte
            2020       Software Ltd.
October
Page 2 22, 2020 Page 2
FirstName LastName
Business Overview
Our Customers, page 57

2.       You state that divisions, units, or subsidiaries within an
organization that enter into
         separate contracts are treated as separate customers. Please tell us
whether any single
         organization on a consolidated basis accounted for 10% or more of your
revenues, other
         than the customers you identify as Customer A and Customer B in the
filing. Please also
         define enterprise customer.
3.       We note that two customers generated 15.6% and 12.9% of your revenues,
respectively, in
         fiscal year 2020. Please disclose the materials terms of your
agreements with these
         customers, including but not limited to, the term and termination
provisions of the
         agreement and the identity of the customers.
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 57

4.       You disclose that the majority of your orders are from existing
customers that expand
         their usage of Cognyte solutions. Please revise to quantify the
percentage of new revenue
         attributable to existing customers expanding their usage as compared
to new customers for
         each period presented.
Audited Combined Financial Statements
4. Revenue Recognition, page F-19

5.       So that we may better understand your accounting for subscription
software licenses,
         please supplementally:
             explain in detail the nature of the support services provided with
your subscription
             software license and tell us how you determined that these
services are not distinct
             from the license;
             describe why your perpetual licenses do not require the same
non-distinct support
             services; and
             quantify the amount of subscription software license revenue
recognized during the
             periods presented.
 Elad Sharon
FirstName LastNameElad Sharon
Cognyte Software Ltd.
Comapany
October 22,NameCognyte
            2020       Software Ltd.
October
Page 3 22, 2020 Page 3
FirstName LastName
        You may contact Lisa Haynes Etheredge, Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Randi Lesnick