SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BODNER DAN (Last) (First) (Middle) 330 SOUTH SERVICE ROAD (Street) MELVILLE NY 11747 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERINT SYSTEMS INC [ VRNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/10/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/10/2004		M		22,593	A	$16	123,493(1)	D
Common Stock	06/10/2004		M		20,000	A	$17	143,493(1)	D
Common Stock	06/10/2004		D		5,000	D	$32	138,493(1)	D
Common Stock	06/10/2004		D		5,000	D	$32.01	133,493(1)	D
Common Stock	06/10/2004		D		17,593	D	$32.03	115,900(1)	D
Common Stock	06/10/2004		D		5,000	D	$32.04	110,900(1)	D
Common Stock	06/10/2004		D		5,000	D	$32.07	105,900(1)	D
Common Stock	06/10/2004		D		5,000	D	$32.08	100,900(1)	D
Common Stock	06/14/2004		M		23,068	A	$5.8765	123,968(1)	D
Common Stock	06/14/2004		D		23,068	D	$32	100,900(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$16	06/10/2004		M			22,593	(2)	05/21/2012	Common Stock	22,593	$0	43,944	D
Stock Option	$17	06/10/2004		M			20,000	(3)	03/05/2013	Common Stock	20,000	$0	60,000	D
Stock Option	$5.8765	06/14/2004		M			23,068	(4)	01/31/2009	Common Stock	23,068	$0	0	D

Explanation of Responses:

1. 55,900 of these shares are restricted shares that vest 50% on 12/12/05, 25% on 12/12/06 and 25% on 12/12/07.

2. These options vest in equal portions over four years beginning 5/21/02 and ending 5/21/05.

3. These options vest in equal portions over four years beginning 3/05/04 and ending 03/05/07.

4. These options vested annually over four years, and are now fully vested.

	/s/ Peter Fante, Attorney-in-Fact for Dan Bodner	06/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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