Mail Stop 4561


January 13, 2006



Albert A. Gabrielli, Chief Financial Officer
Viryanet, Ltd.
2 Willow Street
Southborough, MA 01745-1027

	Re:	Viryanet, Ltd.
		Registration Statement on Form F-3
		File No. 333-130632
		Filed on December 22, 2005

Dear Mr. Gabrielli:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.
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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 17. Undertakings
1. Please provide the undertakings set forth in Item 512(a)(5) of
Regulation S-K.






Part II - Information Not Required in Prospectus

Exhibits

Legality Opinion
2. Please quantify the number of shares upon which the opinion
relates.

*              *              *              *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental 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 filings to be certain that the
filings include all information required under the Securities Act
and
Exchange Act 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 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 the staff comments and the
declaration
of effectiveness 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Jay Ingram at (202) 551-3397 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3735.




Sincerely,




	Barbara C. Jacobs

Assistant Director

cc:	David S. Glatt
	by facsimile at 972-3-610-3111







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Albert A. Gabrielli
Viryanet, Ltd.
January 13, 2006
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