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

May 20, 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 May 20, 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_

Page 1 of 5 Pages

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AND 333-109766), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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

Results of Special General Meeting of the Shareholders of the Company.

The Company held a Special General Meeting (“SGM”) of Shareholders on May 20, 2004. The issue on the agenda is described in the Proxy Statement forming part of the 6K report submitted by the Company on April 21, 2004

The SGM resolved (i) that the Company obtain twenty million dollars ($20,000,000) of additional insurance coverage for the Directors and Officers insurance policy without exceeding the premium previously approved by the shareholders and (ii) that the Company may, from time to time, renew the Directors and Officers insurance policy at the maximum coverage available to the Company without exceeding the previously approved premium.”

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: May 20, 2004