BluePhoenix Solutions Ltd.
8 Maskit Street
Herzlia 46120
Israel
February 5, 2008
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Barbara C. Jacobs, Assistant Director
Re: | BluePhoenix Solutions Ltd. Form F-3, filed January 7, 2008 File No. 333-148504 |
Dear Mr. Jacobson:
Reference is made to the Annual Report on Form 20-F/A for the year ended December 31, 2006 of BluePhoenix Solutions Ltd. We hereby undertake that, in our future Annual Reports on Form 20-F, including the Form 20-F for the year ended December 31, 2007, we will revise our disclosure in Item 15 (Item 15(b) in the Form 20-F/A for the year ended December 31, 2006) regarding changes in internal controls over financial reporting as follows:
· | we will delete the word “significant”; and |
· | we will disclose that there have been no changes to the specified internal controls during the period covered by such report. |
As discussed with our U.S. counsel, if this is acceptable to you, we will file a request for acceleration of effectiveness of the Form F-3 filed on January 7, 2008.
Please let us know if you have any further questions or comments regarding this matter.
Regards,
BLUEPHOENIX SOLUTIONS LTD.
By: /s/ Varda Sagiv
Name: Varda Sagiv
Title: Chief Financial Officer