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__











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THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS 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.







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







EXHIBIT INDEX

Exhibit Number             Description of Exhibit

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