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<SEC-DOCUMENT>0001179591-05-000062.txt : 20050829
<SEC-HEADER>0001179591-05-000062.hdr.sgml : 20050829
<ACCEPTANCE-DATETIME>20050829080309
ACCESSION NUMBER:		0001179591-05-000062
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050828
FILED AS OF DATE:		20050829
DATE AS OF CHANGE:		20050829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NICE SYSTEMS LTD
		CENTRAL INDEX KEY:			0001003935
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPUTERS [3571]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27466
		FILM NUMBER:		051053258

	BUSINESS ADDRESS:	
		STREET 1:		8 HAPNINA STREET
		STREET 2:		P.O.B. 690
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43107
		BUSINESS PHONE:		972-9-775-3777

	MAIL ADDRESS:	
		STREET 1:		8 HAPNINA STREET
		STREET 2:		P.O.B. 690
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43107
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k280805.txt
<DESCRIPTION>6-K
<TEXT>

                       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 the month of August 2005

                         Commission File Number: 0-27466

                                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):

         Yes  ____                          No    X

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):

         Yes  ____                          No    X

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.

Yes  ____                                   No    X

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






<PAGE>




THE FIRST FOUR PARAGRAPHS OF EXHIBIT 1 OF THIS REPORT ON FORM 6-K ARE HEREBY
INCORPORATED BY REFERENCE INTO NICE-SYSTEMS LTD.'S ("NICE") REGISTRATION
STATEMENTS ON FORM F-3 (REGISTRATION STATEMENTS NOS. 333-127883, 333-11250,
333-12996, AND 333-109766) AND NICE'S REGISTRATION STATEMENTS ON FORM S-8
(REGISTRATION STATEMENT NOS. 333-11842, 333-9352, 333-11154, 333-13686,
333-111112 AND 333-111113), 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:

1.  Press Release: NICE Announces Filing of $220 Million Universal Shelf
    Registration Statement. Dated: August 28, 2005.




<PAGE>


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/ Yechiam Cohen
                                            ------------------
                                       Name:  Yechiam Cohen
                                       Title: General Counsel




                                       Dated:  August 29, 2005




<PAGE>


EXHIBIT INDEX

Exhibit Number             Description of Exhibit

1   Press Release: NICE Announces Filing of $220 Million Universal Shelf
    Registration Statement. Dated: August 28, 2005




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form6kpressrelease280805.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
NICE Systems Limited         > T 972 9 775 3777 F  972 9 743 4282 > Insight from
8 Hapnina Street POB 690     E info@nice.com                        Interactions
Ra'anana 43107 Israel


  NICE Announces Filing of $220 Million Universal Shelf Registration Statement

Ra'anana, Israel, August 28, 2005 - NICE Systems (NASDAQ: NICE), a global
provider of advanced solutions that enable organizations to extract Insight from
Interactions,(TM) today announced that it filed a universal shelf registration
statement on Form F-3 with the Securities and Exchange Commission to allow it to
offer from time to time in the future up to $220 million of various types of
NICE securities, including ADSs, senior and subordinated debt securities,
purchase contracts, units and warrants.

The shelf registration statement, when effective, will allow NICE to sell, from
time to time in one or more offerings, up to an aggregate value of $220 million,
which will allow NICE to access the capital markets periodically in the future.
The terms of any offering under the registration statement will be established
at the time of the offering and set forth in a prospectus supplement. A copy of
any such prospectus supplement, when available, may be obtained from the
Secretary of NICE at 8 Hapnina Street, Ra'anana, Israel.

NICE expects to use the net proceeds from offerings under the universal shelf
registration statement on Form F-3 in connection with its strategic plan,
including the financing of acquisitions and other business combinations, and
general corporate purposes, including capital expenditures, working capital, and
repayment or reduction of long-term and short-term debt.

A registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.



About NICE
NICE Systems (NASDAQ: NICE) is the leading provider of Insight from
Interactions, based on advanced content analytics - of telephony, web, radio and
video communications. NICE's solutions improve business and operational
performance, as well as security. NICE has over 23,000 customers in 100
countries, including the world's top 10 banks and over 75% of the Fortune 100
companies. More information is available at www.nice.com.


Media
Galit Belkind             NICE Systems                        +1 877 245 7448
                          galit.belkind@nice.com
Investors
Amit Scheinmann           NICE Systems                        +1 877 245 7449
                          ir@nice.com



Trademark Note: 360(0) View, Agent@home, Big Picture Technology(R), Executive
Connect(R), Executive Insight*, Experience Your Customer(R), Investigator, Last
Message Replay, Lasting Loyalty, Listen Learn Lead(R), MEGACORDER, Mirra(R), My
Universe, NICE(R), NiceAdvantage(R), NICE Analyzer, NiceCall(R), NiceCLS,
NiceCMS, NICE Feedback, NiceFix, NiceGuard, NICE Learning, NICE Link,
NiceLog(R), NICE Perform, ScreenSense, NiceScreen, NiceSoft, NICE Storage
Center, NiceTrack, NiceUniverse(R), NiceUniverse LIVE, NiceVision(R), NiceVision
ALTO, NiceVision Harmony(R), NiceVision Mobile(R), NiceVision Pro(R), NiceVision
Virtual(R), NiceWatch, Renaissance(R), Scenario Replay, Secure Your Vision,
Tienna(R), TrunkNet(R), Universe(R), Wordnet(R) and other product names and
services mentioned herein are trademarks and registered trademarks of NICE
Systems Ltd. All other registered and unregistered trademarks are the property
of their respective owners.

*In Australia only

This press release contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. Such statements are
based on the current expectations of the management of NICE Systems Ltd. (the
Company) only, and are subject to a number of risk factors and uncertainties,
including but not limited to changes in technology and market requirements,
decline in demand for the Company's products, inability to timely develop and
introduce new technologies, products and applications, difficulties or delays in
absorbing and integrating acquired operations, products, technologies and
personnel, loss of market share, pressure on pricing resulting from competition,
and inability to maintain certain marketing and distribution arrangements, which
could cause the actual results or performance of the Company to differ
materially from those described therein. We undertake no obligation to update
these forward-looking statements. For a more detailed description of the risk
factors and uncertainties affecting the company, refer to the Company's reports
filed from time to time with the Securities and Exchange Commission.

                                       ###



</TEXT>
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