Nice Ltd. — Declaration of Voting Results & Voting Rights Announcements 2004

Oct 19, 2004

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For October 19, 2004

NICE-SYSTEMS LTD .

(Translation of Registrant's Name into English)

8 Hapnina Street, P.O. Box 690, Ra'anana, Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X Form 40-F ___

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):

==> picture [105 x 12] intentionally omitted <==

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

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Indicate by check mark whether by furnishing the information contained in this Form 6- K, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

==> picture [102 x 11] intentionally omitted <==

If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82- N/A_

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THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO NICESYSTEMS LTD.’S (“NICE”) REGISTRATION STATEMENTS ON FORM F-3 (REGISTRATION STATEMENT NOS. 333-12350 AND 333-12996) AND NICE’S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-6784, 333-8146, 333-9350, 333-11842, 3337414, 333-9352, 333-11154 , 333-13686, 333-111112 ,333-111113 AND 333-109766), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

CONTENTS

This Report on Form 6-K of NICE consists of the following documents, which are attached hereto and incorporated by reference herein:

Results of the Company’s Annual General Meeting.

The Company held it’s Annual General Meeting (“AGM”) on October 19, 2004. A description of the issues on the agenda is included in the proxy statement forming part of the 6K report submitted by the Company on September 13, 2004. The following matters were resolved by the AGM:

1. Ron Gutler, Joseph Atsmon, David Kostman, Yoseph Dauber, Rimon Ben-Shaul, John Hughes, Timothy Robinson and Haim Shani were elected to serve as the members of the board of directors of the Company until its next annual general meeting. The term of office of Dr. Leora (Rubin) Meridor and Dan Falk was extended for an additional 3 years until December 31, 2007.

2. The directors’ remuneration was approved.

3. Kost,Forer,Gabay CPA of the Ernst&Young International Group were reappointed as the independent auditors of the Company until its next annual general meeting. The board of directors of the Company was authorized to fix their compensation.

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, thereunto duly authorized.

NICE-SYSTEMS LTD.

By: /s/ Daphna Kedmi Name: Daphna Kedmi Title: Corporate Vice President General Counsel

Dated: October 19, 2004