The information set forth under “Summary Term Sheet” in the document entitled “Offer to Exchange Certain Outstanding Options,” dated June 23, 2009 (as amended from time to time, the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

(a) Name and Address. The name of the issuer is NICE-Systems Ltd., an Israeli company (the “Company”), and the address and telephone number of its principal executive offices is 8 Hapnina Street, P.O. Box 690, Ra’anana 43107, Israel, +972-9-775-3030.

(b) Securities. This Tender Offer Statement on Schedule TO relates to an offer by the Company to exchange certain outstanding options to purchase ordinary shares, par value NIS 1.00, issued under the 2003 Stock Option Plan and the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (together, the “Plans”) having an exercise price greater than $30.00 granted before September 1, 2008 to certain of its active employees residing on the date the offer is commenced, and on the date that the offer expires, in Israel, Hong Kong, the United States or the United Kingdom, other than (i) its directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one or more option grants from the Company while residing in the United States, but who as of the date of commencement or expiration of the offer, reside in Israel (“Eligible Options”), upon the terms and subject to the conditions set forth in the Offer to Exchange. The exchange pursuant to the Offer to Exchange will be made on a three-for-one basis. Accordingly, upon surrender of Eligible Options pursuant to the Offer to Exchange, the following shall apply: (i) for eligible employees residing in Israel, Hong Kong or the United Kingdom, then for every three ordinary shares for which an Eligible Option is surrendered, a new option exercisable for one ordinary share will be issued on a grant-by-grant basis; and (ii) for eligible employees residing in the United States, then for every three ordinary shares for which an Eligible Option is surrendered, a new restricted share unit exercisable for one ordinary share will be issued, on a grant-by-grant basis. In each of the aforementioned cases, any resulting fractional shares will be rounded to the nearest whole share. The per share exercise price of each new option, and the per share purchase price of each new restricted share unit, will be equal to the par value of the Company’s ordinary shares, or NIS 1.00 (approximately $0.25). The offer is made during the period beginning on June 23, 2009 and ending at 4:00 P.M., Eastern Daylight Time, on August 5, 2009 (or a later date if the Company extends the offer). As of June 17, 2009, there were issued and outstanding Eligible Options held by eligible employees to purchase 1,734,422 ordinary shares.

          The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 1 (“Number of Options; Expiration Date”), Section 5 (“Acceptance of Options for Exchange and Grant of New Options and New RSUs”) and Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”) is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Offer to Exchange under Section 7 (“Price Range of ADSs and Ordinary Shares”) is incorporated herein by reference.

(a) Name and Address. The information set forth under Item 2(a) above and in Section 10 of the Offer to Exchange (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference. The Company is both the filing person and the subject company.

(a) Material Terms. The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 1 (“Number of Options; Expiration Date”), Section 3 (“Procedures for Surrendering Eligible Options”), Section 4 (“Change in Election”), Section 5 (“Acceptance of Options for Exchange and Grant of New Options and New RSUs”), Section 6 (“Conditions of This Exchange Offer”), Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”), Section 9 (“Information About the Company; Summary Financial Information”), Section 11 (“Status of Options Acquired by Us in This Exchange Offer; Accounting Consequences of This Exchange Offer”), Section 12 (“Legal Matters; Regulatory Approvals”), Section 13 (“Material Income Tax Consequences”) and Section 14 (“Extension of This Exchange Offer; Termination; Amendment”) is incorporated herein by reference.