SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 31, 2004
                                                          --------------

                               VERINT SYSTEMS INC.
                               -------------------
             (exact name of registrant as specified in its charter)



           Delaware                        000-49790              11-3200514
           --------                        ---------         -------------------
(State or other jurisdiction of    (Commission File Number)  (IRS Employer
        incorporation)                                       Identification No.)


330 South Service Road, Melville, New York                         11747-3201
- -------------------------------------------                        ----------
(Address of principal executive offices)                           (zip code)



       Registrant's Telephone Number, including Area Code: (631) 962-9600
                                                           --------------


                                       N/A

          (Former name or former address, if changed since last report)


                                       1



ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE


     On March 31, 2004, the Registrant announced the completion of its
acquisition of the Government Surveillance Business of ECtel Ltd. for $35
million in cash (the "Acquisition").



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     This Form 8-K/A supplements the Form 8-K filed by the Registrant on March
31, 2004. Pursuant to Item 7 of Form 8-K, all required historical financial
statements of the acquired business and all required pro forma financial
statements are being filed herewith.

     The unaudited pro forma condensed combined consolidated financial
information of the Registrant, included in Item 7(b) of this Form 8-K/A, is
based on and should be read in conjunction with, the audited financial
statements and notes thereto appearing in the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 2004, ECtel Ltd. Government
Surveillance Business audited financial statements and the notes thereto
included in this Form 8-K/A, and the notes to such unaudited pro forma condensed
combined consolidated financial information. The Registrant's fiscal year ends
on January 31 of each year. The acquired business was operated on a calendar
fiscal year. The unaudited pro forma condensed combined consolidated statement
of operations for the fiscal year ended January 31, 2004 gives effect to the
Acquisition as of the beginning of the period presented, for an aggregate
purchase price of $36.1 million, including approximately $1.1 million of related
direct acquisition costs. Accordingly, the assets acquired and liabilities
assumed in the Acquisition were recorded at their estimated fair values at the
date of the Acquisition. The unaudited pro forma condensed combined consolidated
financial statements have been prepared by the Registrant based upon available
information and certain assumptions that management believes are reasonable in
the circumstances. The unaudited pro forma financial information presented
herein is shown for illustrative purposes only and are not intended to represent
or be indicative of the results of operations or financial condition of the
Registrant that would have been reported had the Acquisition been completed as
of the date or for the periods presented and should not be taken as
representative of the future consolidated results of operations or financial
condition of the Registrant. The Registrant's consolidated statements of
operations will reflect the Acquisition beginning April 1, 2004.

(a)      Financial Statements of the Acquired Business.



                                                                                                          Page
                                                                                                          ----
                                                                                                    
     1.         Report of Independent Auditors

     2.         ECtel Ltd. Government Surveillance Business Balance Sheet as of December 31, 2003            7

     3.         ECtel Ltd. Government Surveillance Business Statement of Operations for the Year            10
                ended December 31, 2003

     4.         ECtel Ltd. Government Surveillance Business Statement of Cash Flows for the Year            11
                ended December 31, 2003

     5.         Notes to ECtel Ltd. Government Surveillance Business Financial Statements                   12



                                       2


 (b)    Pro Forma Financial information.



            
     1          Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of January             35
                31, 2004
     2.         Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for             36
                the Fiscal Year ended January 31, 2004
     3.         Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements           37



(c) Exhibits.

Exhibit No.         Description
- ----------          -----------
2.01                Asset Purchase Agreement between Verint Systems Ltd. and
                    ECtel Ltd. dated as of February 9, 2004. Filed as Exhibit
                    2.01 to the Registrant's Current Report on Form 8-K filed
                    March 31, 2004.

23.01               Consent of Somekh Chaikin Certified Public Accountants
                    (Israel) A member of KPMG International, Independent
                    Auditors.

99.01               Press release announcing the completion of the acquisition
                    of certain assets, dated March 31, 2004. Filed as Exhibit 99
                    to the Registrant's Current Report on Form 8-K filed March
                    31, 2004.

                                       3




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                       VERINT SYSTEMS INC.
                                       (Registrant)


Dated:  June 8, 2004                  By:     /s/  Igal Nissim
                                             ------------------------
                                             Name: Igal Nissim
                                             Title:    Chief Financial Officer



                                       4





                                   ECTEL LTD.

                        GOVERNMENT SURVEILLANCE BUSINESS
                              FINANCIAL STATEMENTS
                             AS AT DECEMBER 31, 2003


                                       5




ECTEL - THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT DECEMBER
31, 2003








CONTENTS

                                                                                  PAGE
                                                                               
Report of Independent Auditors                                                       7

The Government Surveillance Business Balance Sheet as at
December 31, 2003                                                                    8

The Government Surveillance Business Statement of Operations and Equity for the
year ended December 31, 2003                                                        10

The Government Surveillance Business Statement of Cash Flows for the
year ended December 31, 2003                                                        11

Notes to the Government Surveillance Business Financial Statements                  12



                                       6







                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of ECtel Ltd.


We have audited the accompanying balance sheets of ECtel Ltd. - The Government
Surveillance business ("the business"), as of December 31, 2003 and the related
statements of operations and equity and cash flows for the year ended December
31, 2003. These financial statements are the responsibility of the Company's
Board of Directors and of its management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Such auditing standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the Board of Directors and by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of the business as at December 31,
2003, and the results of operations and equity and changes in cash flows for the
year ended December 31, 2003 in conformity with generally accepted accounting
principles in the United States of America.


Somekh Chaikin
Certified Public Accountants (Israel)
A member of KPMG International

Tel Aviv, March 28, 2004



                                       7





                                                                      ECtel Ltd.

   THE GOVERNMENT SURVEILLANCE BUSINESS BALANCE SHEET AS AT DECEMBER 31, 2003




                                                       NOTE      IN THOUSANDS
                                                 -----------     -------------
ASSETS

Current assets
Receivables:
 Trade                                                           $     14,455
 Other                                                                    893
Unbilled receivables                                                    7,175
Inventories                                               3             2,914
                                                                 ------------
Total current assets                                                   25,437
                                                                 ------------
LONG-TERM DEPOSITS                                                        220

PROPERTY, PLANT AND EQUIPMENT                             4
Cost                                                                    1,999
Less - accumulated depreciation                                           583
                                                                 ------------
                                                                        1,416
                                                                 ------------
OTHER ASSETS                                                              588
                                                                 ------------
TOTAL ASSETS                                                     $     27,661
                                                                 ============



/s/ Avi Goldstein
- ---------------------------
    Avi Goldstein
    Chief Financial Officer


Petach Tikva, March 28, 2004



The accompanying notes are an integral part of the financial statements.


                                       8



                                                       NOTE      IN THOUSANDS
LIABILITIES AND EQUITY                           ----------      ------------

Current liabilities
Trade payables                                                   $      2,179
Related parties                                                           213
Other payables and accrued liabilities                                  5,478
                                                                 ------------
Total current liabilities                                               7,870
                                                                 ------------

LONG-TERM LIABILITIES
Liability for employee severance benefits, net            5               296
                                                                 ------------
TOTAL LIABILITIES                                                       8,166
                                                                 ------------

COMMITMENTS AND CONTINGENCIES                             6

EQUITY                                                    7            19,495
                                                                 ------------

TOTAL LIABILITIES AND EQUITY                                     $     27,661
                                                                 ============

                                       9




                                                                      ECtel Ltd.

THE GOVERNMENT SURVEILLANCE BUSINESS STATEMENTS OF OPERATIONS AND EQUITY FOR THE
YEAR ENDED DECEMBER 31, 2003


                                                NOTE              IN THOUSANDS
                                         -----------              ------------

REVENUES                                                          $     12,399
COST OF REVENUES                                                         9,605
                                                                  ------------
GROSS PROFIT                                                             2,794

Research and development costs                                           4,601
Selling and marketing expenses                                           2,351
General and administrative expenses                                        776
                                                                  ------------

OPERATING LOSS                                                          (4,934)
Financial expenses                                                        (172)
Financial income                                                           254
Other income, net                                                            1
                                                                  ------------
LOSS BEFORE TAXES ON INCOME                                             (4,851)
Taxes on income                                    8                        16
                                                                  ------------
NET LOSS FOR THE YEAR                                             $     (4,867)

Equity balance at December 31, 2002                                     24,362
                                                                  ------------
EQUITY BALANCE AT DECEMBER 31, 2003                               $     19,495
                                                                  ============

The accompanying notes are an integral part of the financial statements.




                                       10




                                                                      ECtel Ltd.

THE GOVERNMENT SURVEILLANCE BUSINESS STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED
DECEMBER 31, 2003



CASH FLOWS FROM OPERATING ACTIVITIES                                                      IN THOUSANDS
                                                                                          -----------
                                                                                      
Net loss for the year                                                                     $   (4,867)

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization                                                                    469
Increase in deferred tax                                                                         (40)
Increase in trade receivables                                                                 (1,450)
Increase in other receivables                                                                   (124)
Decrease in recoverable costs and estimated earnings - not yet billed                          3,724
Increase in inventories                                                                         (967)
Decrease in long-term receivables                                                              1,928
Decrease in trade payables                                                                      (887)
Increase in amounts due to related parties                                                       222
Decrease in other payables and accrued liabilities                                            (4,257)
Increase in liability for employee severance benefits, net                                        76
                                                                                          -----------

NET CASH USED IN OPERATING ACTIVITIES                                                     $   (6,173)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in property, plant and equipment                                               $    (476)
Investment in technology                                                                        (435)
Long-term deposit funding                                                                        (16)
Employee severance rights funding                                                                (26)
                                                                                          -----------
NET CASH USED IN INVESTING ACTIVITIES                                                     $     (953)
                                                                                          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by ECtel                                                                    $    7,126
                                                                                          -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                         --

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                    --
                                                                                          -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                                  $       --
                                                                                          ===========



The accompanying notes are an integral part of the financial statements.

                                       11





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


  NOTE 1 - GENERAL

         ECtel Ltd. and its subsidiaries  (hereinafter - "the Company") provides
         telecommunication  service providers with  comprehensive  solutions for
         their quality of service monitoring,  fraud prevention and interconnect
         billing  needs  and  provide   government   agencies  and  others  with
         comprehensive solutions for their  telecommunication  monitoring needs.
         The Company is a  subsidiary  of ECI Telecom  Ltd.  (hereinafter  - the
         "parent  company"  or "ECI")  ECI  beneficiary  owns  58.3% of  ECtel's
         outstanding shares as at December 31, 2003. The Company was established
         and  commenced  operations  in April 1990.  In October 1999 the Company
         completed  an initial  public  offering of its  ordinary  shares on the
         Nasdaq National Market. See subsequent events, Note 11B.

         On February 9, 2004 the Company  signed a definitive  agreement to sell
         its Government  Surveillance Business (hereinafter - "the Business") to
         Verint Systems Ltd. (hereinafter - "Verint"). According to the terms of
         the  transaction,  the Company will  transfer to Verint the  Government
         Surveillance business comprised of various assets and liabilities.

         Set forth  below are  details  of the  assets  and  liabilities  of the
         Business which will be transferred:

                                                                 DECEMBER 31
                                                                        2003
                                                                ------------
                                                                IN THOUSANDS
                                                                ------------
          Assets
          Inventories                                           $        332
          Property, plant and equipment, net                           1,416
          Other assets                                                   589
                                                                ------------
                                                                $      2,337
                                                                ============
          Liabilities
          Other payables                                        $        541
          Liability for employee severance benefits, net                 194
                                                                ------------
                                                                $        735
                                                                ============

         The Business presented in these financial  statements is not a separate
         legal  entity.   These  financial   statements  reflect  the  financial
         position,  results  of  operations  and  equity  and cash  flows of the
         Business as if it was a standalone  separate  entity for the year 2003.
         These  financial  statements  have been prepared  using the  historical
         basis  of  the  assets  and  liabilities  and  historical   results  of
         operations related to the Business.

         These   financial   statements   have  been  prepared  by  specifically
         identifying assets,  liabilities,  revenues and expenses related to the
         Business or by allocating  certain assets,

                                       12





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



         liabilities and expenses of ECtel that were incurred on behalf of or
         relate to the Business. These allocations are based on ratios that
         take into account Business revenue, purchase of material and
         components, labor expenses and overhead expenses. Management believes
         that these allocations are reasonable, however allocated items would
         not necessarily be indicative of the items that would have been
         presented if the Business was operating as a stand alone entity.

         The  Business  was able to  specifically  identify  trade  receivables,
         unbilled  receivables,  finished and in progress  inventory,  property,
         plant and equipment,  commissions payable,  product warranty,  customer
         advances and most of the other payables.  Other receivables,  long-term
         deposits for the benefit of employees  and  employees  social  benefits
         were allocated based on the ratio of wages allocated to the Business to
         total wages of the  Company.  Stock  options  and  related  information
         figures  were   allocated  by  using  the  actual   number  of  options
         outstanding  held  by  employees  dedicated  to the  Business  and  for
         corporate  personnel  that  are  not  specific  to  the  Business  were
         allocated  based on the ratio of wages  allocated as stated above.  Raw
         materials  were  allocated  based  on the  ratio  of  purchases  by the
         Business to the purchases of the Company. Other assets (technology) was
         estimated by the  management to be 50% related to the  Business.  Trade
         and related  party  payables were  allocated  based on the ratio of the
         purchase of the Business to total  purchases  of the Company.  Interest
         was calculated  based on the ratio of revenues of the Business to total
         revenues of the Company. Taxes were allocated based on the ratio of the
         taxable  income of the Business to total taxable income of the Company.
         Loss for tax purposes for fiscal 2003 was  calculated  for the Business
         based on its operations as presented in these financial statements.



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES


         The  financial   statements  have  been  prepared  in  conformity  with
         generally accepted accounting principles (GAAP) in the United States.

         A.       FINANCIAL STATEMENTS IN U.S. DOLLARS

         The  currency  of  the  primary  economic   environment  in  which  the
         operations of the Business conducted is in the U.S. dollar ("dollar").

         Most of the  Business  sales are made  outside of Israel - and are made
         primarily in dollars.  Most purchases of materials and  components,  as
         well as most selling and other expenses incurred outside Israel, are in
         dollars. In view of the foregoing, the dollar has been determined to be
         the Business functional currency.

         Transactions and balances denominated in dollars are presented at their
         original  amounts.  Non-dollar  transactions  and  balances  have  been
         translated into dollars in accordance




                                       13


                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


         with the  principles  set forth in  Statement  No. 52 of the  Financial
         Accounting Standards Board (FASB) of the United States.

         All exchange  gains and losses  resulting  from monetary  balance sheet
         items denominated in non-dollar  currencies are reflected in the income
         statement when they arise.  Such exchange gains and losses are included
         in the same income  statement  items in which the related  transactions
         are included.

B.       INVENTORIES

         Inventories  are  stated  at the  lower  of  cost  or  market.  Cost is
         determined as follows:

         Raw materials (including components) - on the moving average basis.

         Work in process and finished products:
         Raw materials and components - on the moving average basis.  Labor and
         overhead components - on the basis of actual manufacturing costs.


C.       PROPERTY, PLANT AND EQUIPMENT


         1.       These assets are stated at cost less accumulated depreciation.

         2.       Depreciation is computed using the straight-line  method, over
                  the  estimated  useful life of the assets as  estimated by the
                  Company.

                  Annual rate of depreciation is as follows:

                  Machinery and equipment          6% - 20%   (principally 20%)


         3.       Major renewals and improvements are capitalized, while repairs
                  and maintenance are expensed as incurred.

D.       ALLOWANCE FOR DOUBTFUL DEBTS

         The  Business  record  allowance  for doubtful  debts which  management
         believes reflects adequately the loss inherent in receivables for which
         collection is in doubt.  In  determining  the fairness of the allowance
         management bases its determination, among other factors, on information
         available about the debtor's financial  situation,  the volume of their
         operations  and  evaluation  of the  security  received  from them.  No
         allowance was recorded in relation to the existing trade receivables.


                                       14





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

E.       AMORTIZATION OF INTANGIBLE ASSETS



         SFAS No. 142 requires that intangible assets with definite useful lives
         be  amortized  over their  respective  estimated  useful lives to their
         estimated  residual  values,  and reviewed for impairment in accordance
         with Statement of Financial  Accounting  Standards No. 144, "Accounting
         for the Impairment or Disposal of Long-Lived Assets".

         Other purchased  technology is amortized over its estimated useful life
         of five years.

F.       REVENUE RECOGNITION

         1.       Revenue  from  product  sales  (which  include   software)  is
                  recognized,  in accordance  with SOP 97-2,  "Software  Revenue
                  Recognition",   upon   delivery  to  customers  and  when  the
                  following  criteria  are met:  (1)  persuasive  evidence of an
                  arrangement  exists,  (2)  delivery  has  occurred,   (3)  the
                  vendor's fee is fixed or determinable  and (4)  collectibility
                  is probable.

                  The Business  includes  post contract  customer  support (PCS)
                  within  the  price  of the  product  sale.  This  PCS is for a
                  one-year period and includes a standard  product  warranty and
                  upgrades and  enhancements  to correct minor bugs or errors in
                  the software.  The cost of providing the PCS is  insignificant
                  and  the  warranty   and  bug  fixes  have  been   infrequent.
                  Therefore,  the PCS revenue is recognized upon delivery of the
                  product in accordance with SOP 97-2."

         2.       In certain  cases,  when the sale contract  includes  customer
                  acceptance provisions with respect to performance  guarantees,
                  i.e. installation, revenue is recognized when the Business has
                  demonstrated  that the criteria  specified  in the  provisions
                  have been satisfied.

         3.       Revenue  is  recognized   from  the  initial  sale  of  a  new
                  technology  product  only after the  customer has notified the
                  Business of its acceptance. Subsequent sales are recognized as
                  per paragraphs 1 and 2 above.

         4.       Revenues from sales involving long-term credit arrangements at
                  less than normal  commercially  acceptable  interest rates are
                  recorded  at the  present  value of the  related  future  cash
                  flows. The difference between the amounts receivable and their
                  present value is recognized as interest income over the period
                  of the debt.

         5.       Service  revenues  from  product  maintenance   contracts  and
                  separately priced extended  warranty  contracts are recognized
                  ratably over the contract period.


                                       15




                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



         6.       Long-term  contracts are those requiring design,  development,
                  engineering and modification and are of a significantly longer
                  duration  than  contracts  for  system  sales.   Revenue  from
                  long-term  contracts is  recognized  using the  percentage  of
                  completion  method,  which is in accordance  with statement of
                  position   (SOP  81-1).   The   percentage  of  completion  is
                  determined as a ratio of accumulated costs incurred (including
                  materials, labor and overhead) to total estimated costs of the
                  contract. In the event that management anticipates a loss on a
                  particular contract,  such anticipated loss is provided for in
                  full in the period when the loss is first anticipated.

         7.        When a sale involves multiple elements, the Business accounts
                   for the  sale  according  to the  provisions  of EITF  00-21,
                   "Revenue Arrangements with Multiple Deliverables (hereinafter
                   EITF 00-21).  According to EITF 00-21 in an arrangement  with
                   multiple  deliverables,   the  delivered  item(s)  should  be
                   considered  a  separate  unit  of  accounting  if  all of the
                   following  criteria  are met: (1) the  delivered  item(s) has
                   value to the  customer on a  standalone  basis,  (2) there is
                   objective  and  reliable  evidence  of the fair  value of the
                   undelivered  item(s),  (3)  if  the  arrangement  includes  a
                   general  right of  return,  delivery  or  performance  of the
                   undelivered  item(s) is considered probable and substantially
                   in the control of the vendor. If all the conditions above are
                   met and there is  objective  and  reliable  evidence  of fair
                   value  for all units of  accounting  in an  arrangement,  the
                   arrangement consideration should be allocated to the separate
                   units  of  accounting  based on their  relative  fair  value.
                   However,  there may be cases in which there is objective  and
                   reliable  evidence of the fair  value(s)  of the  undelivered
                   item(s) in an  arrangement  but no such  evidence  for one or
                   more of the  delivered  items.  In those cases,  the residual
                   method   should   be  used  to   allocate   the   arrangement
                   consideration.



G.       RESEARCH AND DEVELOPMENT

         Research and  development  costs are charged to the statement of income
         as incurred.

         Software development costs are expensed as incurred until technological
         feasibility has been  established,  at which time subsequent  costs are
         capitalized  until the  product is  available  for  general  release to
         customers.   To  date,   either  the   establishment  of  technological
         feasibility  of the Company's  products and their  general  release has
         substantially coincided or costs incurred subsequent to the achievement
         of  technological  feasibility  have not been  material.  As a  result,
         software  development  costs  qualifying for  capitalization  have been
         insignificant,  and the  Business  has  not  capitalized  any  software
         development costs.


                                       16




                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



H.       LIABILITY FOR EMPLOYEE SEVERANCE BENEFITS, NET

         The value of deposits for severance pay funds is netted with  severance
         pay expense accruals (see Note 5).


I.       TAXES ON INCOME

         The Business  accounts  for income  taxes under  Statement of Financial
         Accounting  Standards  (SFAS) No.  109  "Accounting  for Income  Taxes"
         ("SFAS 109").


         Under SFAS 109 deferred tax assets or  liabilities  are  recognized  in
         respect of  temporary  differences  between the tax bases of assets and
         liabilities and their financial reporting amounts as well as in respect
         of tax  losses and other  deductions  which may be  deductible  for tax
         purposes in future years, based on statutory tax rates as these will be
         applicable  to the  periods  in  which  such  deferred  taxes  will  be
         realized.  Deferred  tax assets do not include  future tax benefits the
         realization  of which is less than "more  likely  than not".  Valuation
         allowances are established when necessary to reduce deferred tax assets
         to  the  amount  expected  to be  realized.  Deferred  tax  assets  and
         liabilities  are presented as current or long-term  items in accordance
         with  the  nature  of  assets  or  liabilities  to which  they  relate,
         according to the date of their realization.


         Deferred taxes were not recorded in respect of the following matters -

         1.       Differences between the rate of change in the Israeli Consumer
                  Price Index (which serves as a basis for  measurement  for tax
                  purposes) and the rate of change in the NIS/US dollar exchange
                  rate. This is in accordance  with SFAS 109. These  differences
                  are not material.

         2.       Permanent  differences  between  expenses  allowable  for  tax
                  purposes in respect of stock options to employees and expenses
                  included in the Statement of Income.

         Income tax  expense  represents  the tax payable for the period and the
         change during the period in deferred tax assets and liabilities.


J.       STOCK OPTION PLANS

         Stock option and related information were allocated by using the actual
         number  of  options  outstanding  held by  employees  dedicated  to the
         Business  and for  corporate  personnel  that are not  specific  to the
         Business were allocated  based on the ratio of wages of the Business to
         total  wages  of  the  Company.  The  Business  applies  the  intrinsic
         value-based  method of accounting  prescribed by Accounting  Principles
         Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees,
         and related  interpretations,


                                       17




                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

         in accounting for its fixed plan stock options.  As such,  compensation
         expense is determined  on the date of grant only if the current  market
         price of the underlying stock exceeded the exercise price and amortized
         over the vesting period.
         In October 1995 the Financial  Accounting Standards Board (FASB) issued
         SFAS No. 123  "Accounting for  Stock-based  Compensation"  ("SFAS 123")
         which  establishes  financial  accounting  and reporting  standards for
         stock-based  compensation  plans.  The  statement  defines a fair value
         based method of accounting  for an employee  stock option.  The Company
         adopted the disclosure provisions of SFAS 123 but opted to remain under
         the expense recognition provisions of APB 25.

         The following  table  illustrates the effect on net income and earnings
         if the Business had applied the fair value  recognition  provisions  of
         SFAS 123 (in thousands):



                                                                                                       YEAR ENDED
                                                                                                      DECEMBER 31
                                                                                                             2003
                                                                                                      -----------
                                                                                                   
        Net loss as reported                                                                          $   (4,867)
        Less:  Application of compensation expenses according to SFAS 123                                   (898)
                                                                                                      -----------
        Pro forma net loss                                                                            $   (5,765)
                                                                                                      ===========




K.       ESTIMATIONS AND ASSUMPTIONS IN THE FINANCIAL STATEMENTS

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting period.

         These  are   management's   best  estimates  based  on  experience  and
         historical  data,  however  actual  results  could  differ  from  these
         estimates.


L.       TRANSFER OF FINANCIAL ASSETS

         The Business  accounts for transfer of financial  assets in  accordance
         with the  provisions  of SFAS No. 140  "Accounting  for  Transfers  and
         Servicing of Financial Assets".  The Standard requires  recognizing the
         sale of  financial  instruments  when the  control  over the  financial
         assets transferred and the consideration from the sale does not include
         any beneficial interests in the transferred asset.


                                       18





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

M.       IMPAIRMENT OF LONG-LIVED ASSETS AND ASSETS TO BE DISPOSED OF

         The Business accounts for long-lived assets under the provisions of FAS
         No. 144,  "Accounting  for the  Impairment  or  Disposal of  Long-Lived
         Assets" (hereinafter SFAS 144). SFAS 144 addresses financial accounting
         and reporting for the impairment or disposal of long-lived assets. SFAS
         144 requires that long-lived assets be reviewed for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         an asset may not be  recoverable.  Recoverability  of assets to be held
         and used is measured by a comparison of the carrying amount of an asset
         to future net cash flows expected to be generated by the asset.  If the
         carrying amount of an asset exceeds its estimated future cash flows, an
         impairment  charge is  recognized  by the amount by which the  carrying
         amount of the  asset  exceeds  the fair  value of the  asset.  SFAS 144
         requires  companies to separately  report  discontinued  operations and
         extends that reporting to a component of an entity that either has been
         disposed of (by sale,  abandonment,  or in a distribution to owners) or
         is classified as held for sale.


N.       GUARANTOR'S   ACCOUNTING  AND  DISCLOSURE   REQUIREMENTS   FOR
         GUARANTEES,  INCLUDING INDIRECT  GUARANTEES OF INDEBTEDNESS OF
         OTHERS

         The  Business  has adopted the  provision  of FIN No. 45,  "Guarantor's
         Accounting  and  Disclosure  Requirements  for  Guarantees,   Including
         Indirect  Guarantees  or  Indebtedness  of  Others"   (hereinafter  the
         Interpretation). The Interpretation requires the guarantor to recognize
         a liability for the non-contingent  component of the guarantee i.e. the
         obligation  to stand  ready  to  perform  in the  event  that  specific
         triggering events or conditions occur. The initial  measurement of this
         liability  is  the  fair  value  of the  guarantee  at  inception.  The
         recognition  of the  liability  is required  even if it is not probable
         that payments will be required  under the guarantee or if the guarantee
         was  issued  with a premium  payment or as part of a  transaction  with
         multiple  elements.  The Business  also  complies  with the  disclosure
         requirements in the  Interpretation  in regard to its obligations under
         guarantees.  These  disclosure  requirements are included in Note 6B to
         the Government Surveillance business financial statements.


NOTE 3 - INVENTORIES

         Inventories consist of the following (in thousands):



                                                                                                    DECEMBER 31
                                                                                                           2003
                                                                                                    ============

                                                                                                 
        Raw materials and components                                                                $      1,877
        Work in process                                                                                      746
        Finished products                                                                                    291
                                                                                                    ------------
                                                                                                    $      2,914
                                                                                                    ============



                                       19




                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consists of the following (in thousands):

                                                              MACHINERY
                                                                    AND
                                                              EQUIPMENT
                                                              ---------

          COST
          Balance at January 1, 2003                          $   1,486
          Additions                                                 513
          Disposals                                                  --
                                                              ---------

          BALANCE AT DECEMBER 31, 2003                            1,999
                                                              ---------
          ACCUMULATED DEPRECIATION
          Balance at January 1, 2003                          $     342
          Additions                                                 241
          Disposals                                                  --
                                                              ---------
          BALANCE AT DECEMBER 31, 2003                              583
                                                              ---------
          UNDEPRECIATED BALANCE AT December 31, 2003          $   1,416
                                                              =========

NOTE 5 - LIABILITY FOR EMPLOYEE SEVERANCE BENEFITS, NET

         Under Israeli law and labor agreements,  Israeli companies are required
         to make  severance  and pension  payments  to its retired or  dismissed
         employees  and  to  employees  leaving   employment  in  certain  other
         circumstances.

         1.       The  liability  in  respect  of  the  relevant   employees  is
                  discharged by participating in a defined  contribution pension
                  plan and making  regular  deposits  with a pension  fund.  The
                  custody  and   management  of  the  amounts  so  deposited  is
                  independent  of any  control  by  the  Israeli  companies  and
                  accordingly  such amounts  funded  (included in expenses on an
                  accrual  basis) and related  liabilities  are not reflected in
                  the balance sheet.

         2.       In respect of the  liability  to other  employees,  individual
                  insurance  policies are  purchased  and deposits are made with
                  recognized severance pay funds.

                  The  liability for severance pay is calculated on the basis of
                  the latest  salary  paid to each  employee  multiplied  by the
                  number of years of employment. The

                                       20





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

                  liability  is  covered  by  the  amounts  deposited  including
                  accumulated   income  thereon  as  well  as  by  the  unfunded
                  provision. Withdrawals from the funds may be made only for the
                  purpose of disbursement of severance pay.

         3.       Expenses  recorded in respect of severance and pension pay for
                  the year ended December 31, 2003 are $ 150,000.



NOTE 6 - COMMITMENTS AND CONTINGENCIES

         A.       LEASE COMMITMENTS

         The Business has entered into operating  leases (in respect of premises
         and motor vehicles) in Israel.  The agreements  expire on various dates
         from  2004  to 2007  (some  have  renewal  options)  and  are in  local
         currencies or linked to the US dollar.

         Future minimum  annual rental  payments which the Business is committed
         to pay under the above leases, at rates in effect at December 31, 2003,
         are as follows (in thousands):


        YEAR ENDING DECEMBER 31:
        ------------------------
        2004                                                       $   667
        2005                                                       $   372
        2006                                                       $   278
        2007                                                       $     1

         B.       GUARANTEES

         At December 31, 2003,  the  Business  has granted  guarantees  to third
         parties in the sum of $3 million mainly as performance  guarantees that
         can be demanded in case of material breach of contracts. The expiration
         dates of the guarantees are from January 2004 through February 2006.




         C.       NEGATIVE PLEDGE

         In September 2002, the Company executed a negative pledge to an Israeli
         Bank in which it  undertook  not to perform the  following  without the
         Bank's prior written consent:

         (1)      Mortgage, or undertake to mortgage, in any manner or form, any
                  of its assets;

                                       21





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



         (2)      Sell assets  (other than in the  ordinary  course of business)
                  the value of which exceed $1 million in the aggregate.  On the
                  basis of the above  mentioned  negative  pledge,  the Bank has
                  agreed to grant various credit  facilities to the Company.  As
                  of December 31, 2003,  the bank has granted the Company credit
                  facilities of  approximately  $ 2,500  thousand for guarantees
                  the Company has granted to third parties.
                  The  Company  received  a  waiver  from  the  bank to sell the
Business.


NOTE 7 - EQUITY

         SHARE INCENTIVE AND STOCK OPTION PLANS

         Employees of the Business participate in stock-based compensation plans
         that are  administered  through  the  Company  and  involve  options to
         acquire the Company shares.  Accordingly,  option information presented
         herein represents the Business's portion of the overall plans.

         1. The Company has few current share incentive and stock option plans -

                  1.a      The  Company's  Share Option Plan (the "ECtel  Plan")
                           was  adopted  by the Board of  Directors  on June 15,
                           1998.

                           The ECtel Plan  provides  that options may be granted
                           to senior employees or managers of the Company or its
                           subsidiary  pursuant  to (a)  one or  more  sub-plans
                           designed  to  benefit  Israeli   employees  from  the
                           provisions  of Section 102 of the Israeli  Income Tax
                           Ordinance  (New Version) 1961 and (b) any other share
                           incentive  plan approved by the Board of Directors of
                           the Company.

                           The  Board  of  Directors  initially  authorized  the
                           Company to grant  options  under the ECtel Plan.  The
                           option  awards are  personal and  non-assignable  and
                           terminate    automatically    upon   termination   of
                           employment   (except  for  approved   retirement   or
                           termination  caused  by  death  or  disability).  The
                           vesting for these  options is in three  equal  annual
                           installments  commencing  two years after the date of
                           grant.

                           In November 1998 and May 1999, the Company granted to
                           employees options to purchase ordinary shares.

                           The exercise  price per share under the option awards
                           was  determined  based on factors  considered  by the
                           Board of Directors.  The exercise price per share for
                           these stock options is $ 1.04 per share.

                                       22






                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003




                  1.b      In September  1999, the Company  granted to employees
                           options to purchase  ordinary  shares.  The  exercise
                           price  is $ 4.66 per  share.  These  options  vest in
                           three equal annual installments  commencing September
                           2001.

                  1.c      In May 2000, the Board of Directors amended the ECtel
                           Plan (the "Amended  Plan") and authorized the Company
                           to  grant to  employees  additional  options.  In May
                           2000, the Company granted to employees  options.  The
                           exercise  price is $ 15.75 per share.  These  options
                           vest in two equal annual  installments  commencing at
                           May 2002.

                  1.d      In January 2001,  the Board of Directors  authorized,
                           under  the  above  plans,  the  grant of  options  to
                           employees.  In  January  2001,  the  Company  granted
                           options to  employees.  The exercise  price is $ 8.82
                           per share.  These  options  vest in two equal  annual
                           installments commencing at January 2002.

                  1.e      In October 2001,  the Board of Directors  authorized,
                           under  the  above  plans,  the  grant of  options  to
                           employees.  In  October  2001,  the  Company  granted
                           options to employees.  The exercise  price is $ 11.55
                           per  share.  The  options  vest in two  equal  annual
                           installments commencing October 2002.

                  1.f      In October 2002,  the Board of Directors  authorized,
                           under  the,  above  plans,  the grant of  options  to
                           employees.  In  October  2002,  the  Company  granted
                           options to employees. The exercise price is $ 7.9 per
                           share.  These  options  vest in  three  equal  annual
                           installments, commencing in October 2003.

                  1.g      In August 2003 the Board of  Directors  authorized  a
                           new share  option  plan.  Under  said 2003  plan,  in
                           December  2003,  the  Company   granted   options  to
                           employees.  The exercise  price for said options is $
                           4.67 per share.  These  options vest over three years
                           in twelve equal quarterly installments, commencing on
                           various dates from March 2003 to May 2003.



         2. Stock  options  under  all the  share  incentive  and  option  plans
            as allocated to the Business as described in Note 1 are as follows:


                                       23





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



                                                                     YEAR ENDED
                                                              DECEMBER 31, 2003
                                                              -----------------
                                                                      NUMBER OF
                                                                         SHARES
                                                              -----------------

  Balance outstanding at beginning of year                            1,061,282
  Changes during the year:
  Granted                                                                34,800
  Exercised                                                             (22,556)
  Forfeited                                                             (36,905)
                                                              -----------------
  Balance outstanding at end of year                                  1,036,621
                                                              =================


                                                  WEIGHTED    DECEMBER 31, 2003
                                                   AVERAGE    -----------------
                                            EXERCISE PRICE            NUMBER OF
                                                 PER SHARE               SHARES
                                            --------------    -----------------

  Options may be exercised as follows:
  First year or thereafter                  $          8.71             926,556
  Second year or thereafter                 $          7.52             102,508
  Third year or thereafter                  $          4.67               7,557
                                                              -----------------
                                                                      1,036,621
                                                              =================

         Shares covered by  unexercised  options have no voting rights or rights
to cash dividends.

         3.   In October 1995 the Financial  Accounting  Standards  Board issued
              SFAS  123   "Accounting  for  Stock  Based   Compensation"   which
              establishes  financial  accounting  and  reporting  standards  for
              stock-based compensation plans. The statement defines a fair value
              based method of accounting for an employee stock option.

              In 1998,  following  the  adoption of the ECtel Plan,  the Company
              adopted the disclosure  provisions of SFAS 123 but opted to remain
              under the expense recognition  provisions of "Accounting for Stock
              Issued to Employees" in accordance with the methods  prescribed by
              APB 25.

              As required by SFAS 123 the Company has  determined the fair value
              of stock-based arrangements as follows:


                                       24




                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


                                                         FAIR MARKET VALUE
                                                         -----------------
            GRANT                                                        $
            -----------------                            -----------------
            1998                                                      3.57
            May 1999                                                  8.54
            September 1999                                            9.59
            2000                                                     12.32
            January 2001                                              4.81
            October 2001                                              5.60
            2002                                                      5.93
            2003                                                      1.85


           The fair values of  stock-based  compensation  awards granted were
           estimated  using  the  "Black-Scholes"   pricing  model  with  the
           following assumptions:


                                                       EXPECTED        EXPECTED          RISK FREE
           YEAR OF GRANT              DIVIDEND      OPTION LIFE      VOLATILITY      INTEREST RATE
           -------------              --------      -----------      ----------      -------------
                                                                      
           1998                           --                 4               0%               6.0%
           1999                           --                 4               0%               6.0%
           1999                           --                 4           112.9%               6.0%
           2000                           --                 3           101.3%               6.5%
           January 2001                   --                 2           99.75%               5.5%
           October 2001                   --                 2           88.63%               3.0%
           2002                           --                 3           66.64%               3.0%
           2003                           --                 3           29.95%                 1%


              Had  compensation  expenses for stock  options  granted  under the
              ECtel Plans been determined based on fair value at the grant dates
              consistent  with SFAS 123  requirements,  the  Business's net loss
              would have been reduced to the pro forma amounts shown below:





                                                                                          YEAR ENDED
                                                                                         DECEMBER 31
                                                                                                2003
                                                                                         ------------
                                                                                      
            Net loss (in thousands)
            As reported                                                                  $     (4,867)
            Less:  Application of compensation expenses according to SFAS 123                    (898)
                                                                                         ------------
            Pro forma net loss                                                           $     (5,765)
                                                                                         ============



                                       25





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

NOTE 8 - TAXES ON INCOME


         A.       TAX PROGRAMS UNDER VARIOUS ISRAELI TAX LAWS:


         1.       Tax   benefits   under  the   Law  for  the  Encouragement  of
                  Capital Investments, 1959.

                  Pursuant  to the above Law the  Company  and the  Business  as
                  apart  of  it,  are  entitled  to  tax  benefits  relating  to
                  investments  in  "Approved  Enterprises"  in  accordance  with
                  letters of approval received.

                  A major part of the  production  facilities of the Company has
                  been granted the status of an "Approved  Enterprise" under the
                  above  Law.  Income  arising  from  the  Company's   "Approved
                  Enterprise"   is   subject   to  zero  tax  rates   under  the
                  "Alternative  Benefit  Method"  and reduced tax rates based on
                  the  level  of  direct  or  indirect  foreign  ownership,  for
                  specified periods.
                  The period of  benefits  in  respect of most of the  Company's
                  production facilities will terminate in the years 2000 - 2014.
                  The Company's  current  investments in development  facilities
                  are made under new approvals.

                  At December  31,  2003,  approximately  45% of the cost of the
                  Company's   production    facilities    represented   approved
                  enterprise facilities.

                  In the event of distribution by the Company of a cash dividend
                  out of retained  earnings which were taxed at zero rate due to
                  the  "Approved   Enterprise"  status,  the  Company  would  be
                  subjected to 20% corporate tax on the amount distributed,  and
                  the  recipients  would have to pay 15% tax (to be  withheld at
                  source) on the amounts of such distribution received by them.

                  The  Company  has not  recorded a deferred  tax  provision  in
                  respect  of the  above,  as  there  is no  intention  to pay a
                  dividend in the foreseeable future and, in any event, there is
                  a tax strategy available whereby a distribution in liquidation
                  will not create additional taxes for the Company.


         2.       Measurement  of results for tax  purposes under the Income Tax
                  Law (Inflationary Adjustments), 1985.

                  Under  this  law,  operating  results  for  tax  purposes  are
                  measured in real terms,  in accordance with the changes in the
                  Israeli CPI, or changes in the  exchange  rate of the dollar -
                  for a "Foreign Investors' Company",  as defined by the Law for
                  the  Encouragement of Capital  Investments,  1959. The Company
                  elected to measure its  operating  results on the basis of the
                  changes  in the  Israeli  CPI.  As a result,  the


                                       26





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


                  Company  is  entitled  to deduct  from its  taxable  income an
                  "Inflation  deduction"  (which  partially  compensates for the
                  decrease in the value of  shareholders'  equity resulting from
                  the annual rise in the Israeli CPI).

         3.       Tax  benefits   under   the   Law  for  the   Encouragement of
                  Industry (Taxation), 1969.

                  The Company is an "Industrial Company" as defined by this Law,
                  and as  such is  entitled,  among  other  benefits,  to  claim
                  accelerated   depreciation   of  machinery  and  equipment  as
                  prescribed  by  regulations   issued  under  the  inflationary
                  adjustments tax law.

         4.       Tax rates applicable to income from other sources in Israel.

                  Income not  eligible  for  "Approved  Enterprise"  benefits as
                  mentioned above is taxed at the ordinary tax rate of 36%.


         B.       TAXES ON INCOME

         Taxes on income (tax benefit)  included in the Government  Surveillance
         Business statements of income are comprised as follows (in thousands):


                                                       YEAR ENDED
                                                      DECEMBER 31
                                                             2003
                                                      -----------
        Current and previous years taxes              $       56
        Deferred taxes                                       (40)
                                                      -----------
                                                      $       16
                                                      ===========



         C.       RECONCILIATION OF THE STATUTORY TAX EXPENSE TO ACTUAL TAX
                  EXPENSE

         A reconciliation  of the statutory tax expense,  assuming all income is
         taxed at the statutory rate (see A4 above)  applicable to the income of
         companies  in  Israel,  and the actual  tax  expense is as follows  (in
         thousands):


                                       27





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003



                                                                                                             YEAR ENDED
                                                                                                            DECEMBER 31
                                                                                                                   2003
                                                                                                            -----------
                                                                                                        
         Income (loss) from continuing operations before taxes on income, as reported
         in the consolidated statements of income                                                           $    (4,851)
                                                                                                            ===========

        Theoretical tax on the above amount (36%)                                                                (1,746)
        Tax benefit arising from the "Approved Enterprise"                                                        1,303
        Differences for which deferred taxes were not recorded                                                    1,046
        Taxes in respect of prior years for which deferred taxes were not recorded                                   19
        Adjustments arising from differences in the basis of measurement for tax
         purposes and for financial reporting purposes and other*                                                  (606)
                                                                                                            -----------

        Taxes on income for the reported year                                                               $        16
                                                                                                            ===========


         *   Resulting  from the  difference  between the changes in the Israeli
             CPI (the basis for  computation  of taxable income of the Company -
             (see A2 above)  and the  changes  in the  exchange  rate of Israeli
             currency relative to the dollar.



         D.       COMPONENTS OF DEFERRED INCOME TAX

         The Business has decided to  recognize  deferred tax benefits  based on
         the Business' history and management's  expectation that future taxable
         earnings  will be  achieved.  A valuation  allowance  has been made for
         certain  deferred tax assets of the Business and subsidiary  companies,
         where  management  believes  that it is more  likely  than  not  that a
         portion of the deferred tax assets will not be realized.
         The increase in valuation allowance is mainly because of operating loss
         from 2003.


         (1)  Deferred  income tax consists  of  future tax  assets attributable
              to  the following (in thousands):



                                       28





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


                                                            DECEMBER 31
                                                                   2003
                                                            -----------
 CURRENT DEFERRED TAX BENEFIT
 Vacation pay accruals                                      $       108
 Allowance for doubtful debts                                       840
 Research and development costs                                     256
                                                            -----------
 Gross current deferred tax benefit                               1,204
 Less - valuation allowance                                        (601)
                                                            -----------
 Net current deferred tax benefit*                          $       603
                                                            ===========

 LONG TERM DEFERRED TAX BENEFIT
 Liability for employee severance benefits                  $        36
 Operating and capital loss carry forwards                        1,387
 Fixed assets                                                        75
 Research and development costs                                     256
 Others                                                              21
                                                            -----------
 Gross long term deferred tax benefit                             1,775
 Less - valuation allowance                                      (1,775)
                                                            -----------
 Net long-term deferred tax benefit                                  --
                                                            ===========
 Total net deferred tax benefit                             $       603
                                                            ===========



* This item is included in "other  receivables" in the Business  balance sheets.


         E.    TAX ASSESSMENTS

         Final tax assessments have been received by the Israeli company through
         the 1992 tax year. In accordance  with the provisions of the Income Tax
         Ordinance  tax returns  submitted up to and including the 1997 tax year
         can be regarded as final.  The Company has received tax assessments for
         the  years  1999  to  2001  and  is  in  process  of  appealing   these
         assessments.  The  amounts  of tax in  dispute  are  approximately  $ 2
         million, part of which relate to temporary differences. The Company has
         made a provision, which in opinion of management is adequate.

         No final tax assessments have been received by the Subsidiary Companies
         since  inception.  Tax returns  filed up to and  including the 1997 tax
         year for the U.S. subsidiary can be regarded as final.



                                       29





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

         The Business has a tax loss carryforward of approximately $ 6.9 million
         which can be carried forward indefinitely.


         F. ISRAEL TAX REFORM WITH EFFECT FROM JANUARY 1, 2003

         During the year 2002,  tax reform  legislation  was enacted with effect
         from January 1, 2003, which significantly changed the taxation basis of
         corporate  and  individual  taxpayers  from a  territorial  basis  to a
         worldwide  basis.  From such date an Israel  resident  taxpayer will be
         taxed on income  produced  and derived  both in and out of Israel.  The
         main  provisions  of the tax reform that may affect the Business are as
         follows:

1.       Transfer pricing of international transactions with related parties.

         The Income Tax Ordinance was amended to include  provisions  concerning
         transfer pricing between related  parties,  where one of the parties is
         situated abroad.  Detailed  provisions are to be included in Income Tax
         Regulations that have yet to be issued.  Although the Business believes
         that the transfer  pricing  policy  adopted with foreign  affiliates is
         economically fair, an adjustment may be required following the issue of
         the said Regulations.

2.       Employee stock incentive plans.

         The tax reform codified past practice and determined three  alternative
         tracks  for  taxing  employee  stock  option  plans.  Where  a  trustee
         arrangement  is in place,  the employer can either claim an expense for
         tax purposes  while the employee  will be fully taxed up to the maximum
         marginal  tax rate of 50% or the Business can waive the tax expense and
         the  employee  will pay a reduced  tax rate of 25%.  Where  there is no
         trustee  arrangement,  the employee is fully  taxable and no expense is
         allowed to the Business. There are detailed provisions for implementing
         these tracks. The Business is considering the alternatives.

3.       Capital  gains tax is reduced to 25% from 36%,  except with  respect to
         capital gains from marketable securities,  with transitional provisions
         for assets acquired prior to January 1, 2003.

4.       The seven year limit for  carrying  forward of capital  losses has been
         removed  with  respect  to  capital   losses   arising  from  1996  and
         thereafter.




                                       30





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

NOTE 9 - RELATED PARTY TRANSACTIONS

         A.       Related parties are comprised of principal  shareholders  (10%
                  or more of the Business share capital) and their  subsidiaries
                  and  affiliates  as well as other  affiliates of the Business.
                  Transactions  with  related  parties are mainly  comprised  of
                  sales of some of the  Business  products  and  purchases  from
                  related parties in respect of cost of sales.

                  All  transactions  with  related  parties were in the ordinary
                  course of business and at terms  identical to those applied to
                  transactions with other customers or suppliers.

         B.       THE COMPANY HAD VARIOUS  AGREEMENTS  WITH ECI DURING THE YEARS
                  2000  TO  2003.  THE  AGREEMENTS  EFFECTIVE  TO  THE  BUSINESS
                  THROUGHOUT 2003 ARE AS FOLLOWS:

         1.       An  administrative  services  agreement,  for various services
                  including  inter alia,  insurance  (including D&O  insurance),
                  security  and  limited  human  resources   related   services,
                  maintenance,  catering and transportation services and general
                  and  administrative  services (all mainly  through third party
                  providers) as well  intellectual  property  services.  For the
                  performance  of each  service  the  Business  pays ECI amounts
                  agreed upon therein.

         2.       A supply  agreement,  (which was originally for a 5-year term,
                  from October 1999, with automatic  renewal for an additional 5
                  years, unless the Business  terminates,  upon six months prior
                  notice),  in  which  payments  to ECI are in  accordance  with
                  agreed pricing.

         C.       BALANCES AND TRANSACTIONS WITH RELATED PARTIES

                                                                   DECEMBER 31
                                                                          2003
                                                                   ------------
        LIABILITIES (IN THOUSANDS)

        Trade payables                                             $        183
        Other                                                                30

                                                                    YEAR ENDED
                                                                    DECEMBER 31
                                                                           2003
                                                                   ------------
         INCOME FROM AND EXPENSES TO RELATED PARTIES

         Sales                                                     $         37
         Purchases from related parties                                   1,440
         Research and development costs, net                                100
         Sales and marketing expenses                                        72
         Financial expenses                                                  20



                                       31





                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003

NOTE 10 - RECENTLY ENACTED ACCOUNTING STANDARDS

         A.       FASB  STATEMENT  NO.  149,   AMENDMENT  OF  STATEMENT  133  ON
                  DERIVATIVE   INSTRUMENTS  AND  HEDGING  ACTIVITIES  -  SAB  74
                  DISCLOSURE

         On April 30, 2003, the FASB issued FASB  Statement No. 149,  "Amendment
         of Statement  133 on  Derivative  Instruments  and Hedging  Activities,
         which  amends  FASB  Statement  No.  133,  "Accounting  for  Derivative
         instruments and Hedging  Activities",  to address (1) decisions reached
         by the  Derivatives  Implementation  Group,  (2)  developments in other
         Board   projects   that   address   financial   instruments,   and  (3)
         implementation  issues  related  to  the  definition  of a  derivative.
         Statement 149 has multiple  effective date provisions  depending on the
         nature of the amendment to Statement  133. The adoption of SFAS 149 has
         no effect on the Business financial statements.


         B.       FASB  STATEMENT  NO. 150,  ACCOUNTING  FOR  CERTAIN  FINANCIAL
                  INSTRUMENTS  WITH  CHARACTERISTICS  OF  BOTH  LIABILITIES  AND
                  EQUITY

         On May 15, 2003,  the FASB issued FASB  Statement No. 150,  "Accounting
         for  Certain  Financial   Instruments  with   Characteristics  of  both
         Liabilities and Equity".  This Statement  established standards for how
         an issuer  classifies and measures certain  financial  instruments with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify a financial  instrument  that is within its scope as a
         liability  (or  an  asset  in  some   circumstances).   Many  of  those
         instruments  were  previously  classified as equity.  This Statement is
         effective for financial  instruments entered into or modified after May
         31, 2003,  and  otherwise  is  effective at the  beginning of the first
         interim  period  beginning  after June 15, 2003,  except for  mandatory
         redeemable  financial  instruments of nonpublic  entities.  It is to be
         implemented  by  reporting  the  cumulative  effect  of a change  in an
         accounting  principle  for  financial  instruments  created  before the
         issuance date of the  Statement and still  existing at the beginning of
         the interim  period of  adoption.  Restatement  is not  permitted.  For
         nonpublic  entities,  mandatory  redeemable  financial  instruments are
         subject to the provisions of this Statement for the first fiscal period
         beginning  after  December 15, 2003.  The adoption of FASB 150 will not
         have an impact on the Business financial statements.

         C.       FASB INTERPRETATION NO. 46, CONSOLIDATION OF VARIABLE INTEREST
                  ENTITIES

         In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46,
         "Consolidation  of  Variable  Interest  Entities"  ("FIN  46").  FIN 46
         clarifies  the  application  of  Accounting  Research  Bulletin No. 51,
         Government segment Financial Statements ("ARB 51"), to certain entities
         in  which  equity  investors  do  not  have  the  characteristics  of a
         controlling financial interest or do not have sufficient equity at risk
         for  the  entity  to  finance   its   activities   without   additional
         subordinated financial support from other parties. ARB 51 requires that
         an


                                       32

                                                                      ECtel Ltd.

NOTES TO THE GOVERNMENT SURVEILLANCE BUSINESS FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2003


         enterprise's    Government   segment   financial   statements   include
         subsidiaries  in  which  the  enterprise  has a  controlling  financial
         interest.  That requirement usually has been applied to subsidiaries in
         which an enterprise has a majority voting interest. The voting interest
         approach  is  not  effective  in  identifying   controlling   financial
         interests in entities that are not controllable through voting interest
         or in which the  equity  investors  do not bear the  residual  economic
         risk. FIN 46 explains how to identify  variable  interest  entities and
         how an enterprise  assesses its interests in a variable interest entity
         to decide  whether  it is its  primary  beneficiary  and  therefore  is
         required to consolidate that entity.  FIN 46 also addresses the initial
         valuation of the assets and  liabilities to be Business,  the treatment
         of any  gain  or  loss  resulting  from  the  initial  measurement  and
         disclosures requirements for the primary beneficiary.

         All  entities  with  variable  interest in variable  interest  entities
         created  after  January 31, 2003 shall apply the  provisions  of FIN 46
         immediately.  Public  entities  with a variable  interest  in  variable
         interest  entities  created  before  February  1, 2003 shall  apply the
         provisions  of this  Interpretation  no later than the first interim or
         annual  reporting period beginning after December 15, 2003. On December
         24, 2003,  FASB issued an  Interpretation  which clarified and modified
         FASB  Interpretation No. 46. The Company is in the process of analyzing
         FIN 46, as modified.

NOTE 11 - SUBSEQUENT EVENTS

         A.   In January 2004, the Company  received  resignation from its Chief
              Executive  Officer ("CEO") Aharon Shech,  starting  February 2004.
              The Company appointed Eitan Naor as its new President and CEO.

         B.   On  March 9 2004,  the  Board  of  Directors  of ECI  decided,  in
              principle,  that ECI will  distribute 7.6 million of its shares in
              ECtel   Ltd.   to  ECI's   shareholders.   ECI   currently   holds
              approximately  10.5  million,  or 58%,  of ECtel's  shares.  After
              distribution  of the shares,  ECI will hold  approximately  16% of
              ECtel's  outstanding  shares.  The  distribution  of the shares is
              subject to approval by the Tel Aviv District Court, the consent of
              ECI's  banks  and a ruling  from the tax  authorities.  The  Board
              intends to declare the  distribution  and fix the record date when
              these approvals are obtained.



                                       33




                               VERINT SYSTEMS INC.
                               UNAUDITED PRO FORMA
              CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined consolidated financial statements
presented below are derived from the historical consolidated financial
statements of each of Verint Systems Inc. (collectively with its subsidiaries,
the "Company") and ECtel Ltd. Government Surveillance Business ("ECtel"). The
unaudited pro forma condensed combined consolidated financial statements are
prepared using the purchase method of accounting, with the Company treated as
the acquirer and as if the ECtel acquisition had been completed as of the
beginning of the period presented for the statement of operations purposes and
as of January 31, 2004 for balance sheet purposes.

The unaudited pro forma condensed combined consolidated financial statements
should be read in conjunction with the Company's Annual Report on Form 10-K,
ECtel Ltd. Government Surveillance Business audited financial statements, and
the notes thereto, included in this form 8-K, and the notes accompanying the
unaudited pro forma condensed combined consolidated financial statements. The
unaudited pro forma condensed combined consolidated financial statements are
provided for illustrative purposes only and do not purport to represent or be
indicative of the results of operations or financial condition of the Registrant
that would have been reported had the Acquisition been completed as of the date
or for the periods presented and should not be taken as representative of the
future consolidated results of operations or financial condition of the
Registrant. The Registrant's consolidated statements of operations will reflect
the Acquisition beginning April 1, 2004.


The unaudited pro forma condensed combined consolidated financial statements do
not include the realization of any cost savings from operating efficiencies,
synergies or other restructuring from the ECtel acquisition.



                                       34






                      VERINT SYSTEMS INC. AND SUBSIDIARIES
        UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
                                JANUARY 31, 2004
                        (IN THOUSANDS, EXCEPT SHARE DATA)




                                                           VERINT          ECTEL                  PRO FORMA
                                                        ------------   -------------   -------------------------------
                                                         JANUARY 31,   DECEMBER 31,
                                                            2004           2003        ADJUSTMENTS          COMBINED
                                                        ------------   -------------   -----------        ------------
ASSETS
- ------
CURRENT ASSETS:
                                                                                              
   Cash and cash equivalents                            $    200,716   $          --   $   (35,000)  (C)  $    165,716
   Short-term investments                                     27,997                                            27,997
   Accounts receivable, net                                   33,654          14,455       (14,455)  (A)        33,654
   Unbilled receivables                                                        7,175        (7,175)  (A)            --
   Inventories, net                                           15,833           2,914        (2,582)  (A)        15,833
                                                                                              (332)  (B)
   Prepaid expenses and other current assets                   6,007             893          (893)  (A)         6,007
                                                        ------------   -------------   -----------        ------------
TOTAL CURRENT ASSETS                                         284,207          25,437       (60,437)            249,207

PROPERTY AND EQUIPMENT, net                                   14,129           1,416           332   (B)        15,546
                                                                                              (331)  (C)
INTANGIBLE ASSETS                                             16,415             588        34,189   (C)        49,711
                                                                                            (1,481)  (D)
OTHER ASSETS                                                  13,955             220          (220)  (A)        13,955
                                                        ------------   -------------   -----------        ------------
TOTAL ASSETS                                            $    328,706   $      27,661   $   (27,948)           $328,419
                                                        ============   =============   ===========        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                $     50,301   $       7,870   $    (7,330)  (A)  $     53,850
                                                                                             1,067   (C)
                                                                                             1,942   (C)
   Convertible note                                            2,200              --                             2,200
   Current maturities of long-term bank loan                     441              --                               441
Advance payments from customers                               26,701              --                            26,701
                                                        ------------   -------------   -----------        ------------
TOTAL CURRENT LIABILITIES                                     79,643           7,870        (4,321)             83,192

LONG-TERM LIABILITIES                                          4,395             296          (102)  (A)         5,194
                                                                  --              --           605   (C)
                                                        ------------   -------------   -----------        ------------
TOTAL LIABILITIES                                             84,038           8,166        (3,818)             88,386

STOCKHOLDERS' EQUITY                                         244,668          19,495       (17,893)  (A)       240,033
                                                                                            (3,154)  (C)
                                                                                            (1,602)  (C)
                                                                  --              --        (1,481)  (D)            --
                                                        ------------   -------------   -----------        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $    328,706   $      27,661   $   (27,948)       $    328,419
                                                        ============   =============   ===========        ============


   The accompanying notes are an integral part of these financial statements.


                                       35


                      VERINT SYSTEMS INC. AND SUBSIDIARIES
   UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED JANUARY 31, 2004
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)




                                                       VERINT             ECTEL                       PRO FORMA
                                                     JANUARY 31,       DECEMBER 31,        ------------------------------
                                                        2004              2003             ADJUSTMENTS         COMBINED
                                                    ------------       ------------        -----------       ------------
                                                                                                 
Sales                                               $    192,744       $      12,399       $                 $    205,143
Cost of sales                                             89,302               9,605             1,659  (E)       100,566
                                                    ------------       -------------       ------------      ------------

Gross profit                                             103,442               2,794            (1,659)           104,577
                                                    ------------       -------------       -----------       ------------
Operating expenses:
   Research and development, net                          23,233               4,601                               27,834
   Selling, general and administrative                    63,020               3,127               499  (E)        66,646
                                                    ------------       -------------       -----------       ------------

Income (loss) from operations                             17,189              (4,934)           (2,158)            10,097
                                                    ------------       -------------       -----------       ------------

Interest and other income, net                             2,670                  83              (385) (F)         2,368
                                                    ------------       -------------       -----------       ------------

Income (loss) before income tax provision                 19,859              (4,851)           (2,543)            12,465
Income tax provision                                       1,921                  16              (815) (G)         1,122
                                                    ------------       -------------       -----------       ------------

Net income (loss)                                   $     17,938       $      (4,867)      $    (1,728)      $     11,343
                                                    ============       =============       ============      ============
Earning per share:
   Basic                                            $       0.65                                             $       0.41
                                                    ============                                             ============
   Diluted                                          $       0.61                                             $       0.39
                                                    ============                                             ============
Weighted average shares:
   Basic                                                  27,690                                                   27,690
                                                    ============                                             ============
   Diluted                                                29,437                                                   29,437
                                                    ============                                             ============


   The accompanying notes are an integral part of these financial statements.



                                       36



                      VERINT SYSTEMS INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
                              FINANCIAL STATEMENTS


     1. BASIS OF PRO FORMA PRESENTATION

         On March 31,  2004,  the Company  acquired  certain  assets and assumed
         certain  liabilities of the government  surveillance  business of ECtel
         Ltd.  ("ECtel").  The  purchase  price  consisted  of $35  million.  In
         connection  with this  acquisition,  the Company  incurred  transaction
         costs,   consisting   primarily  of  professional  fees,  amounting  to
         approximately  $1,067,000.  The acquisition was accounted for using the
         purchase method.

         The  combining   companies  have  different   year-ends  for  reporting
         purposes.  Verint's  fiscal  year end is January  31,  whereas  ECtel's
         fiscal  year end is  December  31.  The  unaudited  pro forma  combined
         balance sheet at January 31, 2004 combines Verint's balance sheet as at
         January 31, 2004 and ECtel's  balance sheet as at December 31, 2003, as
         if the  acquisition  had been  consummated on January 31, 2004. The pro
         forma unaudited  statement of operations for the year ended January 31,
         2004  combines  Verint's  statement  of  operations  for the year ended
         January 31, 2004 and ECtel's statement of operations for the year ended
         December 31, 2003, as if the  acquisition  occurred at the beginning of
         the reporting period.

     2.  PRELIMINARY PURCHASE PRICE ALLOCATION

         The purchase price was allocated to the assets and liabilities of ECtel
         based on the estimated fair value of those assets and liabilities as of
         March  31,  2004.  Identifiable  intangible  assets  consist  of  sales
         backlog,  acquired  technology,   customer  relationships,   in-process
         research and  development  and  non-competition  agreements and have an
         estimated  useful life of up to ten years. In accordance with SFAS 142,
         goodwill  will not be  amortized  and  will be  tested  for  impairment
         periodically.  The  following  is a summary  of the  allocation  of the
         purchase price for this acquisition:



                                                              (IN THOUSANDS)

                 Purchase price                                $      35,000
                 Acquisition costs                                     1,067
                                                               -------------
                     Total purchase price                      $      36,067
                                                               =============


                 Fair value of assets acquired                 $       1,417
                 Fair value of liabilities assumed                    (3,282)
                 Identifiable intangible assets                        9,764
                 In-process research and development                   3,154
                 Goodwill                                             25,014
                                                               -------------
                     Total consideration                       $      36,067
                                                               =============

                                       37



     Purchased in-process research and development represents the value assigned
     to research and  development  projects of the acquired  business  that were
     commenced  but  not  completed  at  the  date  of  acquisition,  for  which
     technological  feasibility  had not  been  established  and  which  have no
     alternative future use in research and development activities or otherwise.
     In  accordance  with  Statement of Financial  Accounting  Standards  No. 2,
     "Accounting  for Research and  Development  Costs," as  interpreted by FASB
     Interpretation No. 4, amounts assigned to purchased in-process research and
     development  meeting the above  criteria  must be charged to expense at the
     acquisition  date.  At the  acquisition  date,  it was  estimated  that the
     purchased   in-process  research  and  development  was  approximately  40%
     complete  and it was  expected  that the  remaining  60% would be completed
     during the ensuing year with approximately $1.5 million in remaining costs,
     net of  approximately  $1 million in  reimbursements  from ECtel.  The fair
     value of the purchased  in-process  research and development was determined
     by an independent  valuation using the income approach,  which reflects the
     projected  free  cash  flows  that  will  be  generated  by  the  purchased
     in-process research and development  projects and discounting the projected
     net cash flows back to their present value using a discount rate of 21%.

     As a result of the acquisition of the government  surveillance  business of
     ECtel, the Registrant had certain  capitalized  software  development costs
     that became  impaired due to the existence of duplicative  technology  and,
     accordingly, were written-down to their net realizable value at the date of
     acquisition. Such impairment charge amounted to $1,481,000.



     3.  PRO FORMA ADJUSTMENTS


         BALANCE SHEET

         The accompanying unaudited pro forma condensed combined consolidated
         balance sheet has been prepared as if the acquisition had been
         completed on January 31, 2004 and reflect the following proforma
         adjustments:

         (A)      Represents the assets and  liabilities  that were not acquired
                  in  the   acquisition  of  ECtel's   Government   Surveillance
                  Business:



                  Assets not acquired  /Liabilities not assumed,  as at Dec, 31,
                  2003:


                                       38





                                                                (IN THOUSANDS)
          ASSETS:
             Accounts receivable, net                           $       14,455
             Unbilled receivables                                        7,175
             Inventories                                                 2,582
             Prepaid expenses and other current assets                     893
             Other Assets                                                  220
                                                                --------------
                                                                        25,325

          LIABILITIES
             Accounts payable and accrued expenses                       7,330
             Other liabilities                                             102
                                                                --------------
                                                                         7,432
                                                                --------------

          Effect on shareholders' equity                        $      (17,893)
                                                                ==============






         (B)      Represents the reclassification entry of inventories purchased
                  which are  intended to be used as property  and  equipment  as
                  follows:



                                                              (IN THOUSANDS)
                 Inventories                                  $        (332)
                 Property and equipment                                  332
                                                              --------------
                                                              $           --
                                                              ==============


         (C)      Represents  the  allocation  of  the  purchase  price  of  $35
                  millions and approximately $1.1 million of acquisition related
                  costs.

                  The purchase  price was  allocated to the assets  acquired and
                  liabilities   assumed  or  incurred  in  connection  with  the
                  acquisition  of ECtel's  Government  Surveillance  Business as
                  follows:





                                       39





                                                                                   (IN THOUSANDS)

                                                                                      
         Cash paid                                                       $     (35,000)
         Acquisition related costs                                              (1,067)
                                                                         --------------
         Total estimated purchase price                                                       (36,067)

         Purchase accounting adjustment for:
             Acquired   property   and   equipment                                               (331)
             Short  term  provisions:
               For employees                                                      (642)
               For customization                                                (1,300)
                                                                         -------------
                                                                                               (1,942)
            Long term provisions:
               For employees                                                        95
               For customization                                                  (700)
                                                                         -------------
                                                                                                 (605)
         Intangible assets:
              Acquired technology                                                4,718
              Non-competition agreements                                         2,221
              Customer relationships                                             1,382
              Sales backlog                                                        854
              Goodwill                                                          25,014
                                                                         -------------
                                                                                               34,189

         In-process research and development                                                    3,154
                                                                                           ----------
         Elimination of the equity of the acquired business                                $   (1,602)
                                                                                           ==========



         (D)      Represents certain capitalized software development costs that
                  became impaired due to the existence of duplicative technology
                  and,  accordingly,  were  written-down to their net realizable
                  value at the date of acquisition.

         STATEMENT OF OPERATIONS

                  The accompanying unaudited proforma condensed combined
                  consolidated statements of operations have been prepared as
                  if the acquisition had been completed as of the beginning of
                  the fiscal year ended January 31, 2004 and reflects the
                  following pro forma adjustments:

         (E)      Represents  amortization  expenses of  identifiable intangible
                  assets.  The estimated useful life is one to ten years.

         (F)      Represents  interest  income  foregone  on  net  cash  used at
                  1.1%  interest rate per annum.

         (G)      Represents tax effect  of the business  combination calculated
                  to yield a 9% overall theoretical tax rate.


                                       40



                                INDEX TO EXHIBITS

Exhibit No.                      Description
- ----------                       -----------


2.01     Asset  Purchase  Agreement  between  Verint Systems Ltd. and ECtel Ltd.
         dated as of February 9, 2004. Filed as Exhibit 2.01 to the Registrant's
         Current Report on Form 8-K filed March 31, 2004.

23.01    Consent of Somech Chaikin,  Certified Public  Accountants,  a member of
         KPMG International, Independent Auditors

99.01    Press release  announcing the completion of the  acquisition of certain
         assets,  dated March 31, 2004.  Filed as Exhibit 99 to the Registrant's
         Current Report on Form 8-K filed March 31, 2004.