- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* PARCELL DAVID	2. Issuer Name and Ticker or Trading Symbol VERINT SYSTEMS INC [ VRNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Managing Director, EMEA
(Last) (First) (Middle) 241 BROOKLANDS ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 4/4/2011
(Street) WEYBRIDGE, SURREY XO, X0 KT13 ORH (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	4/4/2011		A		3932	A	$0	23982	D
Common Stock ⁽⁵⁾	4/4/2011		F		2005	D	$36.74	21977	D
Common Stock ⁽²⁾	4/5/2011		A		6684	A	$0	28661	D
Common Stock ⁽⁵⁾	4/5/2011		F		3409	D	$36.61	25252	D
Common Stock ⁽³⁾	4/5/2011		A		11679	A	$0	36931	D
Common Stock ⁽⁵⁾	4/5/2011		F		5957	D	$36.61	30974	D
Common Stock ⁽⁴⁾	4/5/2011		A		4580	A	$0	35554	D
Common Stock ⁽⁵⁾	4/5/2011		F		2337	D	$36.61	28637	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Represents the earned portion of the first 1/3 of this award that vested on April 4, 2011. The remaining tranches of this award are scheduled to vest 1/3 on April 4, 2012, and 1/3 on April 4, 2013 (and are not included in Table I).
( 2)	Represents the earned portion of the last 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011.
( 3)	Represents the earned portion of the second 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011. The vesting of the remaining 1/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.
( 4)	Represents the earned portion of the first 1/3 of the award that vested on April 5, 2011 as a result of the Company's achievement of a specified revenue target for the period from February 1, 2010 through January 31, 2011. The vesting of the remaining 2/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.
( 5)	The Company repurchased these shares pursuant to the authorization by the Board of Directors described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above.

Remarks:
On March 25, 2011 the Board of Directors authorized the Company to repurchase from the reporting person up to the number of shares necessary to satisfy the minimum taxwithholding obligation associated with the vesting of the reporting person's awards between March 2011 and May 2011 which occur during a Company-imposed trading blackout period, to the extent such awards did not already contain an automatic repurchase provision in such circumstances.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PARCELL DAVID 241 BROOKLANDS ROAD WEYBRIDGE, SURREY XO, X0 KT13 ORH			Managing Director, EMEA

Signatures
/s/ Peter D. Fante as Attorney in Fact for David Parcell		4/6/2011
^** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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