================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         DATE OF REPORT February 3, 2005
                        (Date of Earliest Event Reported)



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

                           Commission File No. 0-15502

          Delaware                                           11-3200514
  -----------------------                               ---------------------
  (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)



 330 South Service Road, Melville, New York                         11747
 ------------------------------------------                       --------
             (Address of principal                                Zip Code
               executive offices)


       Registrant's telephone number, including area code: (631) 962-9600


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================

Item 1.01 Entry into a Material Definitive Agreement

     Verint Systems Inc. grants various awards to its directors under the 2004
Stock Incentive Compensation Plan (the "Incentive Plan"). A form of award grant
is attached hereto as an exhibit and is hereby incorporated by reference.

Item 9.01     Financial Statements and Exhibits.

     (c)        Exhibits.

     The following exhibits are filed as part of this Report:

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

     10.1         Form of Agreement evidencing a grant of Stock Options under
                  the Verint Systems Inc. 2004 Stock Incentive Compensation
                  Plan.

                                   SIGNATURES
                                   ----------

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

                                   VERINT SYSTEMS INC.



                                   By:   /s/Igal Nissim
                                         ----------------------------------
                                         Name:     Igal Nissim
                                         Title:    Chief Financial Officer



Dated:  February 3, 2005

                                  EXHIBIT INDEX



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

10.1                 Form of Agreement evidencing a grant of Stock Options under
                     the Verint Systems Inc. 2004 Stock Incentive Compensation
                     Plan.