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                       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 June 1, 2005
                        (Date of Earliest Event Reported)



                               VERINT SYSTEMS INC.
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             (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)


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       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))

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Item 2.02 Results of Operations and Financial Condition

         On June 1, 2005, Verint Systems Inc. issued an earnings release
announcing its financial results for the quarter ended April 30, 2005. A copy of
the earnings release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.

         The information in this Current Report on Form 8-K, including the
exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liabilities of that section.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     Exhibit No.  Description
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     99.1         Press Release of Verint Systems Inc., dated June 1, 2005.







                                   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
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                                     Name:     Igal Nissim
                                     Title:    Chief Financial Officer



Dated:  June 1, 2005







                                  EXHIBIT INDEX



Exhibit No.                Description
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  99.1                     Text of Press Release dated June 1, 2005