BluePhoenix Solutions Ltd.

8 Maskit Street

Herzlia 46120

Israel

      February 13, 2008

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Barbara C. Jacobs, Assistant Director

Re:          BluePhoenix Solutions Ltd.

Registration Statement on Form F-3/A,

filed February 12, 2008

SEC File No. 333-148504

Dear Ms. Jacobs:

The undersigned hereby respectfully requests that the effective date of the above-referenced Registration Statement of BluePhoenix Solutions Ltd. (the “Company”) be accelerated so that it will become effective on Friday, February 15, 2008 at 9:30 a.m. (New York City time), or as soon thereafter as is practicable.

In connection with this acceleration request, the Company acknowledges that

·   should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·   the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Ernest S. Wechsler of Kramer Levin Naftalis & Frankel LLP, corporate counsel to the Company, at (212) 715-9211 upon the Registration Statement’s becoming effective.

   Sincerely,

   BLUEPHOENIX SOLUTIONS LTD.

   By: /s/ Arie Kilman

   Name: Arie Kilman

   Title:   Chief Executive Officer