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Proxy Statement



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Beneficial Ownership of Securities by Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of the Company's Ordinary Shares as of June 23, 2003 for (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Ordinary Shares and (ii) all current executive officers and Directors as a group.

Name and Address of Five Percent Shareholders, Officers and Directors (1) Number of Shares
Beneficially Owned (2)		 Percentage of Shares Beneficially Owned
     
Gil Shwed 29,198,994 11.6%
Marius Nacht 27,111,794 10.8%
Franklin Templeton Investments (3) 27,013,630 10.9%
Janus Capital Management LLC (3) 15,717,607 6.3%
Shlomo Kramer 13,798,650 5.6%
All Directors and executive officers as a group (10 persons) 72,166,438 28.0%
 
   

(1) The address for Messrs. Shwed and Nacht is c/o Check Point Software Technologies Ltd., 3A Jabotinsky Street, Ramat Gan 52520, Israel. The address for Franklin Templeton Investments is One Franklin Parkway, Building 920, San Mateo, CA 94403. The address for Janus Capital Corporation is 100 Fillmore Street, Denver, CO 80206. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares.

(2) The number of Ordinary Shares beneficially owned includes the shares issuable pursuant to stock options that are exercisable within 60 days of June 23, 2003, and for Mr. Shwed includes 4,249,998 shares issuable pursuant to stock options and for Mr. Nacht includes 3,609,998 shares issuable pursuant to stock options. Shares issuable pursuant to stock options are deemed outstanding for the purpose of computing the percentage owned by the person holding such options but are not deemed outstanding for the purpose of computing the percentage owned by any other person.

(3) Based on information contained in most recent schedule 13F filings or schedule 13G filings.