Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of July, 2005

Commission File Number 0-28584


(Translation of registrant's name into English)

3A Jabotinsky Street, Ramat-Gan 52520, 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 o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, 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 o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________


Media Contact: Investor Contact:
Sondra Magness Anne Marie McCauley
Check Point Software Technologies Check Point Software Technologies
650.628.2088 650.628.2040
press@us.checkpoint.com ir@us.checkpoint.com


Second Quarter EPS Increased 30% Year over Year

REDWOOD CITY, Calif., – July 19, 2005 – Check Point® Software Technologies Ltd. (NASDAQ: CHKP), the worldwide leader in securing the Internet, today announced its financial results for the second quarter ended June 30, 2005.

Financial Highlights for the Second Quarter of 2005:

Revenues: $144.6 million, an increase of 14% compared to $126.9 million in the second quarter of 2004.
Net Income: $78.0 million, an increase of 23% compared to $63.3 million in the second quarter of 2004. Net income excluding acquisition related charges1 was $79.8 million, an increase of 21% compared to $65.9 million in the second quarter of 2004.
Earnings per Diluted Share: $0.31, an increase of 30% compared to $0.24 in the second quarter of 2004. EPS excluding net acquisition related charges was $0.32, an increase of 28% compared to $0.25 in the second quarter of 2004.
Deferred Revenues: increased by $4.0 million to a record $154.2 million.
Share Repurchase Program: During the second quarter of 2005, Check Point purchased 4.7 million shares at a total cost of close to $103 million.

        “We are pleased with our second quarter results, which showed growth in profits and revenues from both existing and newly announced product lines. We have also seen an increase in the large deals we won during the quarter, including a few multi-year, multi-million dollar licensing deals,” said Gil Shwed, chairman and chief executive officer of Check Point Software. “Additionally, Q2 marked a major milestone in Check Point history with the introduction of the NGX platform; the industry’s only unified security architecture. As IT security remains a global focus, Check Point NGX is resonating in the marketplace because it unifies broad, intelligent security and delivers cost savings, reduced complexity and deployment adaptability to businesses of all sizes.”

1 “Acquisition related charges” refer to the impact of the amortization of intangible assets and stock-based compensation resulting from the acquisition of Zone Labs Inc., in March 2004.

Business Highlights and Introductions during the Second Quarter Include:

Introduced NGX Platform – Industry’s only Unified Security Architecture – the NGX platform is a major upgrade to Check Point’s core technology. It is the unified security platform for perimeter, internal and Web security solutions enabling enterprises of all sizes to reduce the cost and complexity of security and ensure that their security systems can be easily extended to adapt to new and evolving threats.

Hosted Successful Check Point Experience events for Partners and Customers – held two major business and networking events to educate over 1,700 partners and customers on Check Point solutions. Participants benefited from valuable technology and market information via presentations, technical and business-focused tracks and product demonstrations provided by Check Point and its partners.

Introduced Check Point Express CIUnified Threat Management (UTM) for Medium Business – an easy to deploy and manage platform that comprises multiple vital security features a mid-sized business needs, including: firewall, VPN, intrusion prevention, and integrated antivirus protection.

Introduced Check Point VPN-1® Edge W Wireless Security Appliance for Branch Offices – a series of enterprise-level VPN/firewall wireless security appliances for remote site business locations, branch offices and partner sites. Provides flexible high-speed wireless access, unmatched security protection, simple and scalable management and business continuity.

Achieved Industry Leader Position in METAspectrumSM Report
  Check Point was ranked as a market leader in META Group’s METAspectrum report on Network Intrusion Control Systems. Of 12 vendors, Check Point ranked the highest for “performance” – a category that takes into account the company’s technology, services pricing and financial standing.

List of Awards in the Second Quarter:

SC Magazine Global Awards 2005 (UK) –The 2005 SC MagazineGlobal Awards Program reviewed over 1,000 security product and service nominations across 35 security-related categories and the publication’s panel of judges voted on the best for 2005. Among others, Check Point products won Best Enterprise Security Solution for Integrity and Best SOHO Security Solution for ZoneAlarm Security Suite.

VARBusiness Magazine’sMidmarket “Products of the Year”2005 for Check Point Express CI Editors evaluated more than 400 nominated products to determine which products and services were best for midmarket customers with 100 to 999 employees.

eWEEK Excellence Awards for Integrity 5.0 – recognized in the area of Vulnerability Assessment and Remediation. The eWEEK Excellence Awards recognize vendors that meet today’s rigorous enterprise IT demands.

PC World 2005 World Class Awards for ZoneAlarm® Antivirus – honored in the Antivirus and Firewall Software category.

Computerworld Hong Kong Best Firewall Award for VPN-1®/FireWall-1® – award based solely on votes it receives from readers.

Shwed continued, “We have embarked on a major initiative with NGX, and in Q3, we will remain focused on one thing: execution. We anticipate the delivery of new NGX-based versions of our security products in the perimeter, internal, Web and endpoint product categories as we continue architecting a secure future for our customers.”

Conference Call and Webcast Information
Check Point will host a conference call with the investment community on July 19, 2005 at 8:30 AM ET/5:30 AM PT. A replay of the conference call will be available through August 2, 2005 at the Company’s website http://www.checkpoint.com/ir or by telephone at (973) 341-3080, pass code 6235460.

Safe Harbor Statement
Certain statements in this press release are forward-looking statements. Forward-looking statements include statements regarding Check Point’s anticipated delivery of new NGX-based security products. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from Check Point’s current expectations. Factors that could cause or contribute to such differences include, but are not limited to: timely availability and customer acceptance of Check Point’s new NGX-based products and other products; the impact on revenues of economic and political uncertainties and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; the inclusion of network security functionality in third-party hardware or system software; any unforeseen developmental or technological difficulties with regard to Check Point’s products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; a shift in demand for products such as Check Point’s; unknown factors affecting third parties with which Check Point has formed business alliances; timely availability and customer acceptance of Check Point’s new and existing products, and other factors and risks discussed in Check Point’s Annual Report on Form 20-F for the year ended December 31, 2004, which is on file with the Securities and Exchange Commission. Check Point assumes no obligation to update information concerning its expectations.

About Check Point Software Technologies Ltd.
Check Point Software Technologies Ltd. (www.checkpoint.com) is the worldwide leader in securing the Internet. It is the market leader in the worldwide enterprise firewall, personal firewall and VPN markets. Through its NGX platform, the company delivers a unified security architecture for a broad range of perimeter, internal and Web security solutions that protect business communications and resources for corporate networks and applications, remote employees, branch offices and partner extranets. The company’s ZoneAlarm product line is one of the most trusted brands in Internet security, creating award-winning endpoint security solutions that protect millions of PCs from hackers, spyware and data theft. Extending the power of the Check Point solution is its Open Platform for Security (OPSEC), the industry’s framework and alliance for integration and interoperability with “best-of-breed” solutions from over 350 leading companies. Check Point solutions are sold, integrated and serviced by a network of more than 2,200 Check Point partners in 88 countries.

©2003-2005 Check Point Software Technologies Ltd. All rights reserved.
Check Point, Application Intelligence, Check Point Express, the Check Point logo, AlertAdvisor, ClusterXL, Cooperative Enforcement, ConnectControl, Connectra, CoSa, Cooperative Security Alliance, Eventia, Eventia Analyzer, Eventia Reporter, FireWall-1, FireWall-1 GX, FireWall-1 SecureServer, FloodGate-1, Hacker ID, IMsecure, INSPECT, INSPECT XL, Integrity, InterSpect, IQ Engine, NGX, Open Security Extension, OPSEC, Policy Lifecycle Management, Provider-1, Safe@Home, Safe@Office, SecureClient, SecureKnowledge, SecurePlatform, SecuRemote, SecureXL Turbocard, SecureServer, SecureUpdate, SecureXL, SiteManager-1, SmartCenter, SmartCenter Pro, Smarter Security, SmartDashboard, SmartDefense, SmartLSM, SmartMap, SmartUpdate, SmartView, SmartView Monitor, SmartView Reporter, SmartView Status, SmartViewTracker, SofaWare, SSL Network Extender, Stateful Clustering, TrueVector, Turbocard, UAM, User-to-Address Mapping, UserAuthority, VPN-1, VPN-1 Accelerator Card, VPN-1 Edge, VPN-1 Pro, VPN-1 SecureClient, VPN-1 SecuRemote, VPN-1 SecureServer, VPN-1 VSX, VPN-1 XL, Web Intelligence, ZoneAlarm, ZoneAlarm Pro, Zone Labs, and the Zone Labs logo, are trademarks or registered trademarks of Check Point Software Technologies Ltd. or its affiliates. All other product names mentioned herein are trademarks or registered trademarks of their respective owners. The products described in this document are protected by U.S. Patent No. 5,606,668, 5,835,726, 6,496,935, 6,873,988 and 6,850,943 and may be protected by other U.S. Patents, foreign patents, or pending applications.


(In thousands, except per share amounts)

Three Months Ended
June 30,
Six Months Ended
June 30,
(unaudited) (unaudited) (unaudited) (unaudited)
   Products and licenses   $ 71,248   $ 67,899   $ 136,770   $ 130,908  
   Software subscriptions    58,892    48,681    117,339    92,694  

Total product and license revenues    130,140    116,580    254,109    223,602  
   Services    14,423    10,339    28,115    19,379  

Total revenues    144,563    126,919    282,224    242,981  

Operating expenses:  
   Cost of revenues    6,505    6,443    12,057    11,377  
   Research and development    11,880    10,844    24,656    19,506  
   Selling and marketing    36,905    34,417    70,966    63,015  
   General and administrative    6,013    6,474    12,261    11,324  
   Amortization of intangible assets and  
deferred stock compensation    2,353    3,144    4,978    3,144  
  Acquired in-process R&D    -    -    -    23,098  

Total operating expenses    63,656    61,322    124,918    131,464  

Operating income    80,907    65,597    157,306    111,517  
Financial income, net    13,468    10,579    25,869    21,348  

Income before income taxes    94,375    76,176    183,175    132,865  
Income taxes    16,378    12,913    31,472    27,674  

Net income   $ 77,997   $ 63,263   $ 151,703   $ 105,191  

Net income excluding in-process R&D and amortization  
of intangible assets and deferred stock compensation   $ 79,808   $ 65,865   $ 155,598   $ 130,891  

Earnings per share (basic)   $ 0.32   $ 0.25   $ 0.61   $ 0.42  

Number of shares used in computing earnings per  
share (basic)    245,398    254,778    246,674    252,484  

Earnings per share (fully diluted)   $ 0.31   $ 0.24   $ 0.60   $ 0.40  

Earnings per share (fully diluted) excluding  
in-process R&D and amortization of intangible assets  
and deferred stock compensation   $ 0.32   $ 0.25   $ 0.61   $ 0.50  

Number of shares used in computing earnings per  
share (fully diluted)    252,179    266,800    254,165    263,315  


(In thousands)

June 30,

December 31,

(unaudited) (unaudited)
Current Assets:            
Cash and cash equivalents   $ 127,532    $157,655  
Marketable securities and deposits    898,420    796,588  
Trade receivables, net    89,289    96,006  
Other receivables and prepaid expenses    23,571    20,517  

Total current assets    1,138,812    1,070,766  

Long-term assets:  
Long-term investments    599,811    623,912  
Property and equipment, net    7,699    8,144  
Intangible assets    23,036    25,857  
Goodwill    175,536    175,536  
Deferred income taxes, net    7,108    8,439  

Total long-term assets    813,190    841,888  

Total assets   $ 1,952,002    $1,912,654  


Current liabilities:            
Deferred revenues   $ 154,204    $141,114  
Trade payables and other accrued liabilities    137,640    137,932  

Total current liabilities    291,844    279,046  

Accrued severance pay, net    3,242    2,784  

Total liabilities    295,086    281,830  

Shareholders' Equity:  
Share capital    774    771  
Additional paid-in capital    379,336    369,452  
Deferred stock based compensation    (4,944 )  (10,342 )
Treasury shares    (368,298 )  (244,586 )
Retained earnings    1,650,048    1,515,529  

Total shareholders' equity    1,656,916    1,630,824  

Total liabilities and shareholders' equity   $ 1,952,002    $1,912,654  

Total cash and cash equivalents, deposits and  
marketable securities    1,624,899    1,577,291  


(In thousands)

Three Months Ended
June 30,
Six Months Ended
June 30,
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flow from operating activities:                    
Net income    77,997    63,263    151,703    105,191  
Adjustments to reconcile net income to net cash provided by  
operating activities:  
Depreciation and amortization    1,320    1,424    2,625    2,681  
Decrease (increase) in trade and other receivables, net    (9,803 )  8,986    3,686    963  
Increase in trade payables and other accrued liabilities    8,662    4,785    13,256    9,044  
Other adjustments    4,373    289    5,714    2,444  
Amortization of intangible assets and deferred stock  
compensation    2,353    3,144    4,978    3,144  
Acquisition of in-process R&D    -    -    -    23,098  

Net cash provided by operating activities    84,902    81,891    181,962    146,565  

Cash flow from investing activities:  
Cash paid in conjunction with the acquisition of Zone Labs, net    -    -    -    (95,343 )
Investment in property and equipment    (1,038 )  (966 )  (2,180 )  (2,327 )

Net cash used in investing activities    (1,038 )  (966 )  (2,180 )  (97,670 )

Cash flow from financing activities:  
Proceeds from issuance of shares upon exercise of options    13,355    8,545    20,097    19,797  
Purchase of treasury shares    (102,565 )  (78,649 )  (152,271 )  (78,649 )

Net cash used in financing activities    (89,210 )  (70,104 )  (132,174 )  (58,852 )

Increase (decrease) in cash and cash equivalents, deposits and  
marketable securities    (5,346 )  10,821    47,608    (9,957 )
Cash and cash equivalents, deposits and marketable securities  
at the beginning of the period    1,630,245    1,581,946    1,577,291    1,602,724  

Cash and cash equivalents, deposits and marketable securities  
at the end of the period    1,624,899    1,592,767    1,624,899    1,592,767  


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.


BY: /S/ Eyal Desheh
Eyal Desheh
Chief Financial Officer