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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 (Date of Earliest Event Reported) - May 19, 2003


                               VERINT SYSTEMS INC.
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             (Exact name of Registrant as Specified in Its Charter)

                           Commission File No. 0-15502


                  Delaware                                      11-3200514
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(State or Other Jurisdiction of Incorporation)               (I.R.S. Employer
                                                            Identification No.)


330 South Service Road, Melville, New York                            11747
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           (Address of Principal                                     Zip Code
             Executive Offices)


       Registrant's telephone number, including area code: (631) 962-9600


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ITEM 5.    OTHER EVENTS.

           On May 19, 2003, Verint Systems Inc., issued the press release
furnished as Exhibit 99.1 hereto.


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.


(c) Exhibits.

Exhibit No.                                  Description
- -----------                                  -----------

   99.1             Press Release of Verint Systems Inc., dated May 19, 2003.






















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                                   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
                                               --------------------------------
                                               Name: Igal Nissim
                                               Title: Chief Financial Officer



Date:  May 19, 2003


















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                                  EXHIBIT INDEX


Exhibit No.                                 Description
- -----------                                 -----------

   99.1              Press Release of Verint Systems Inc., dated May 19, 2003.




























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EXHIBIT 99.1
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                                                                       VERINT

PRESS RELEASE

CONTACTS

Investor Relations
Alan Roden
(631) 962-9304
alan.roden@verintsystems.com


         VERINT SYSTEMS FILES REGISTRATION STATEMENT FOR PUBLIC OFFERING

           MELVILLE, N.Y., MAY 19, 2003 - Verint Systems Inc. (NASDAQ: VRNT), a
leading provider of analytic software-based solutions for communications
interception, digital video security and surveillance, and enterprise business
intelligence, today announced that it has filed a registration statement with
the Securities and Exchange Commission for a proposed public offering by the
Company of 5,000,000 shares of its common stock. Comverse Technology Inc., which
is a majority stockholder of Verint, is not selling shares in the offering.

           The Company has granted the underwriters an option to purchase up to
an additional 750,000 shares solely to cover over-allotments. Lehman Brothers
will manage the offering. J.P. Morgan Securities Inc., U.S. Bancorp Piper
Jaffray and Morgan Keegan & Company are serving as co-managing underwriters.
When available, a copy of the preliminary prospectus may be obtained from the
offices of Lehman Brothers, c/o ADP Financial Services, Integrated Distribution
Services, 1155 Long Island Avenue, Edgewood, NY 11717, phone: 631-254-7106, fax:
631-254-7268, email: niokioh_wright@adp.com.

           A registration statement relating to these securities has been filed
with the 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.