Nice Ltd. — Director's Dealing 2004

Feb 22, 2004

10.12.2004 10:00
CIBC 1C972 3 5255566
.00523 P.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker

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DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
1 (a) NAME OF ISSUER (Please type or print) NICE Systems Ltd.
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1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE 8 Hapnina Street, P.O.B. 690 Ra'anana 43107, Israel
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Haim Shani
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. identification Number and the S.E.C. File Number.
3(a) Title of the Class of Securities To Be Sold ADR

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| TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor: | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Title of the Class | Date you Acquired | Natuure of Acquisition Transaction | Name of Person from Whom acquired
(if gift, also give date donor | Amount of Securities Acquired | Date of Payment | Nature of Payment |
| ADR | 06/25/01 | ESOP | From the company | 100000 | Upon Excessive | Cash |
| | | | | | | |
| | | | | | | |

TABLE I - INSTRUCTIONS:

1. If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

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| TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold. | | | | |
| --- | --- | --- | --- | --- |
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
| N/A | N/A | N/A | N/A | N/A |
| | | | | |
| | | | | |
| | | | | |

TABLE II - INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

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ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

REMARKS:

02/14/04
DATE OF NOTICE

(SIGNATURE)
Th
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures

ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)