Mail Stop 4561

      October 21, 2005

Dov Moran
President and Chief Executive Officer
M-Systems, Inc.
555 Mathilda Avenue, Suite 220
Sunnyvale, CA 94560

	Re:	M-Systems Flash Disk Pioneers Ltd.
		M-Systems Finance Inc.
		Amendment No. 3 to Form F-3
		Filed October 17, 2005
		File No. 333-126774

Dear Mr. Moran:

	We have reviewed your amended registration statement and have
the following comments.  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 information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

Form F-3, as amended

General

1. Please ensure that copies marked to show changes between all
amendments are filed on Edgar as correspondence.

Selling Securityholders, page 69

2. We note the addition of a number of selling securityholders in
amendments 2 and 3 to the registration statement.  While it
appears
that you have provided the natural person disclosure we requested
in
comment 4 of our letter dated August 17, 2005 with respect to some
of
these additional selling securityholders, we note that you have
not
provided such disclosure with respect to the selling
securityholders
covered by footnote 18.  In this regard, we note that while these
selling securityholders appear to be different entities that are
not
related to one another, footnote 18 seems to indicate that they
are
all controlled by the same unidentified publicly held company.
For
each selling securityholder currently covered by footnote 18,
revise
to either identify the natural person who holds voting and/or
investment power with respect to the securities being offered for
resale, or to identify the publicly held company that controls
such
securities by name.  See Interpretation I.60 of the July 1997
manual
of publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.

Plan of Distribution, page 75

3. While we note that you have added D.E. Shaw to your list of
affiliates of broker-dealers in the plan of distribution, please
confirm that none of the other selling securityholders you added
in
either amendment 2 or amendment 3 to the registration statement
are
registered broker-dealers or affiliates of broker-dealers.

Part II

Exhibit 5.2

4. We note the addition of Schedule 1 to this exhibit.  However,
the
purpose of qualifications 1.2 through 1.11 is unclear considering
that the opinions expressed on page 2 are as of the date of the
opinion.  It appears that these qualifications relate to possible
future events that do not seem to currently impact the opinions
being
given.  Please advise or revise to remove these qualifications.

Exhibit 5.3

5. Please refer to prior comment 5 of our letter dated September
27,
2005.  We note the changes made to exhibits 5.1, 5.2 and 5.3 in
response to our comment.  However, exhibit 5.3 continues to make
the
assumptions to which our previous comment objected.  Counsel
should
revise this opinion to remove the objectionable assumptions and
indicate, if true, that counsel has relied upon the opinions
provided
by Israeli and Cayman Islands counsel for these issues rather than
merely noting the other opinions.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses 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 your amendment and
responses
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 Act
of
1933 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 the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.

	If you have any questions regarding these comments, you may
contact Rebekah Toton at (202) 551-3857 or Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.

								Sincerely,



								Mark P. Shuman
								Branch Chief - Legal

cc:	Via Facsimile (972) 3-610-3111
	Clifford M. J. Felig, Adv.
	David S. Glatt, Adv.
	Meitar Liquornik Geva & Leshem
	Telephone: (972) 3-610-3621
Mr. Dov Moran
M-Systems Flash Disk Pioneers Ltd.
M-Systems Finance Inc.
October 21, 2005
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