July 1, 2019

Guy Melamed
Chief Financial Officer and Chief Operating Officer
Varonis System Inc
1250 Broadway, 29th Floor
New York, NY 10001

       Re: Varonis System Inc
           File No. 001-36324
           Form 10-Q for the Quarter Ended March 31, 2019
           Filed April 30, 2019
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed February 12, 2019

Dear Mr. Melamed:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-Q filed April 30, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Operating Results, page 21

1.    On page 21, your disclosure indicates that Annual recurring revenues
("ARR") are a key
      performance indicator defined as the annualized value of all recurring
revenues related to
      active contracts at the end of each period. It appears that this measure,
ARR, may meet
      the definition of a non-GAAP financial measure. Please tell us how ARR is
calculated in
      greater detail; how management uses this measure; why it is useful to
investors; and, how
      you considered Item 10(e)(2) of Regulation S-K and Rule 100 of Regulation
G. We note
      that you cited this measure in your earnings release dated April 29,
2019, which was
      furnished as exhibit 99.1 to Form 8-K on the same date.
 Guy Melamed
Varonis System Inc
July 1, 2019
Page 2
Form 10-K filed February 12, 2019

Notes to consolidated Financial Statements
Revenue Recognition, page 68

2.       On page 69, you disclose that you use the residual approach to
determine the software
         licenses' standalone selling prices due to the lack of history of
selling software license on
         a standalone basis when software licenses, maintenance, and
professional services were
         sold in bundled packages. Please tell us how you evaluated other
methods to estimate
         standalone selling price of your software licenses. Also, please tell
us if and how you
         considered whether the selling price of the software is highly
variable. Refer to ASC 606-
         10-32-34.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters.



                                                               Sincerely,
FirstName LastNameGuy Melamed
                                                               Division of
Corporation Finance
Comapany NameVaronis System Inc
                                                               Office of
Information Technologies
July 1, 2019 Page 2                                            and Services
FirstName LastName