March 24, 2005


Mail Stop 04-06

Ofer Segev
Chief Financial Officer
Attunity Inc.
40 Audubon Road
Wakefield, Massachusetts 01880

Re:  	Attunity Ltd.
	Registration Statement on Form F-3
      Filed February 22, 2005
      File No. 333-122937

      Amendment No. 1 to Form 20-F Annual Report
      For the Period Ended December 31, 2003
      Filed on November 22, 2004
      File No. 0-20892

Dear Mr. Segev:

      This is to advise you that we have reviewed only that
portion
of the above registration statement and annual statement that
relates
to prior outstanding staff comments and your controls and
procedures
disclosure.  Where 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 or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We are in receipt of your amended response to the previously
filed
Form F-3, File No. 333-119157.  The comments on that registration
statement, including the Form 20-F annual report for the year
ended
December 31, 2003, will need to be resolved before the desired
effective date for the most recently registration statement.  Your
amendment to the previously filed document is currently being
reviewed and any further comments will be provided by separate
letter.

2. Please submit an electronic version of Carter, Ledyard &
Milburn
LLP letter dated February 17, 2005 as correspondence on Edgar.

Form 20-F, Amend. No. 1 for the year ended December 31, 2003
Item 15. Controls and Procedures, page 73

3. In the first paragraph of this section you state that
management
evaluated the effectiveness of the issuer`s disclosure controls
and
procedures during 2003.  Please note that Item 15(a) of Form 20-F
states that the conclusions as to the effectiveness of your
disclosure controls and procedures must be "as of the end of the
period covered by the report."  In this regard, please advise us
whether management`s evaluation date was as of the end of the
period
covered by your Form 20-F.  If you used an alternative date, what
date was used and why?  Confirm that in future filings you will
evaluate of the effectiveness of your disclosure controls and
procedures in conformity with the requirements of Item 15(a).
4. You state that your disclosure controls and procedures are
effective in timely alerting management to material information
required to be included in your periodic filings.  Please refer to
the definition of the term "disclosure controls and procedures" in
paragraph (e) of Rule 13a-15.  Tell us whether you concluded that
your disclosure controls and procedures as defined by that Rule
were
effective.  Ensure that references to disclosure controls and
procedures in future filings are not narrower than the definition
of
that term in Rule 13a-15(e).

5. We note your disclosure in the second paragraph of this section
stating that there were no "significant changes in [y]our internal
controls or other factors which could significantly affect
internal
controls . . . ."  Please note that Item 15(d) of Form 20-F
requires
disclosure of any change in the registrant`s internal control over
financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably
likely
to materially affect, the registrant`s internal control over
financial reporting.  Therefore, consistent with Item 15(d),
please
advise us whether the registrant experienced any change in their
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the
registrant`s internal control over the period covered by your
annual
report on Form 20-F.  Additionally, please confirm that you will
present your disclosure in future filings to conform to the
requirements of Item 15(d).

6. Lastly, Item 15(d) of Form 20-F also requires disclosure of any
change in internal control over financial reporting that occurred
"during the period covered by the annual report," rather than
"subsequent to the date of evaluation."  Accordingly, and with a
view
to disclosure, tell us whether there were any such changes during
the
applicable year.  Additionally, please confirm that you will
present
your disclosure in future filings to conform to the requirements
of
Item 15(d).


						*  *  *

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information investors require for an informed
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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.






      If you have any questions, please contact Neil Miller at
(202)
942-1851.  If you need additional assistance you may contact me at
(202) 942-1818 or Barbara C. Jacobs, Assistant Director, at (202)
942-1800.


							Sincerely,



							Mark P. Shuman
							Branch Chief - Legal



cc:  	Steven J. Glusband, Esq. (via facsimile)
	Carter Ledyard & Milburn LLP


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Attunity Ltd.
File No.  333-122937
March 24, 2005
Page 1