CHECK POINT SOFTWARE TECHNOLOGIES LTD — Regulatory Filings 2007

Apr 26, 2007

CORRESP 1 filename1.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Check Point Software Technologies Ltd\73670\a73670.eep Control Number: 73670 Rev Number: 1 Client Name: Check Point Software Technologies Ltd Project Name: CORRESP Firm Name: Zadok-Keinan Ltd CORRESP MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Workstation"

VIA EDGAR AND FACSIMILE

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default"

April 26 th , 2007

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Jason Niethamer

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

Re: Form 20-F for the Fiscal Year Ended December 31, 2006 Filed March 13, 2007 File No. 000-28584

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation"

Ladies and Gentlemen:

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

Check Point Software Technologies Ltd (the “Company” or “we”) respectfully submits this correspondence to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in response to the Commission’s letter dated April 5 th , 2007 (the “Comment Letter”). As discussed in a telephone conversation of April 10 th , we mutually agreed that we would submit this response to the Comment Letter by April 26 th , 2007.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

To facilitate your review of the Company’s response to the comment by the Staff as set forth in the Comment Letter, we have reproduced below the Staff’s comment followed by our response.

MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Workstation"

Form 20-F for Fiscal Year Ended December 31, 2006

MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Workstation"

Consolidated Statements of Income, page F-8

MARKER FORMAT-SHEET="Para (List) Hang Lv 0-TNR" FSL="Workstation"

1. Tell us what consideration you gave to separately stating costs of revenue on the face of the consolidated statements of income related to each of the three classes of revenue (Licenses, Software subscriptions, and Support and other services) presented. We refer you to Rule 5-03 (b).2 of Regulation S-X.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

The Company has considered separately stating costs of revenues on the face of the income statement related to each of the three classes of revenues, but concluded against such presentation for the following reasons:

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

1. Out of the $36 million of cost of revenues approximately $26 million, (which was comprised mainly of: Payroll ($12.4 million), Media Production ($3.6 million), Outsourced Services ($2.4 million) and Licenses ($1.7 million)), applies to all classes of revenues and no part of it could be specifically identified with any particular class. While the amount could be allocated to each class on some basis, such allocation would be arbitrary and would not provide better or more meaningful information to the users of the financial statements.

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

1. Another $5.4 million of cost of revenues is related to amortization of acquired Zone Lab technology that also benefits all classes of revenues. Similar to the $26 million described in paragraph 1. above, any allocation would be arbitrary and would not provide better or more meaningful information to the users of the financial statements.

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

1. The remaining $4.9 million of cost of revenues is related to hardware costs, which is directly related to license revenues, however as the amount is immaterial it was not presented separately.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

Moreover, the Company believes that any attempt to present a separate cost of revenue for each class could be misinterpreted as implying a resulting gross margin presentation which would not be meaningful given the nature of the company’s products. Revenues are a direct beneficiary of past and ongoing R&D efforts and these costs are presented on a separate line in the financial statements.

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation"

Acknowledgment

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

In connection with the foregoing responses to the Staff’s Comment Letter, the Company acknowledges that:

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

n The Company is responsible for the adequacy and accuracy of the disclosure in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

n Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.

MARKER FORMAT-SHEET="Para Hang Lv 1-TNR" FSL="Workstation"

n The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default"

If you have any questions or concerns with respect to the foregoing, please contact the undersigned at +972-3-7534929 or by facsimile at +972-3-753-4940, or John Slavitt at (650) 628-2110 or by facsimile at (650) 649-1975.

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

Sincerely, /s/ Eyal Desheh Eyal Desheh Executive Vice President & Chief Financial Officer

MARKER FORMAT-SHEET="Para Hang Lv 0-TNR" FSL="Workstation"

cc: John Slavitt, Esq., General Counsel, Check Point Software Technologies, Inc. Jeffrey D. Saper, Esq., Wilson Sonsini Goodrich & Rosati, P.C. Allison B. Spinner, Esq., Wilson Sonsini Goodrich & Rosati, P.C.