6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2007
Commission File Number: 001-33129

Allot Communications Ltd.
(Translation of registrant’s name into English)

22 Hanagar Street
Neve Ne'eman Industrial Zone B
Hod-Hasharon 45240
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 o

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

        Indicate by check mark whether by furnishing the information contained in this Form, 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 o No x

        If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________



EXPLANATORY NOTE

        On August 8, 2007, Allot Communications Ltd. issued a press release announcing the quarterly results for the second quarter 2007.

        A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and incorporated herein by reference.

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.

Allot Communications Ltd.


By: /s/ Adi Sapir
——————————————
Adi Sapir
Chief Financial Officer

Date: August 8, 2007

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EXHIBIT INDEX

The following exhibit has been filed as part of this Form 6-K:

Exhibit Description

99.1. Press Release Announcing Financial Results Dated August 8, 2007.

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6-K

Exhibit 99.1

Allot Communications Announces Second Quarter 2007 Results

– Revenues increase 4% over first quarter 2007 –

Hod Hasharon, ISRAEL – August 8, 2007 – Allot Communications Ltd. (NASDAQ: ALLT), a leader in IP service optimization solutions based on deep packet inspection (DPI) technology, today announced financial results for the second quarter ended June 30, 2007.

Revenues for the second quarter of 2007 totaled $8.6 million, representing a 4% increase over the $8.3 million in revenues reported for the first quarter of 2007 and a 6% increase from the $8.2 million of revenues reported in the second quarter of 2006. On a GAAP basis, the net loss for the second quarter of 2007 was $592 thousand, or $0.03 per share, as compared with a net loss of $434 thousand, or $0.02 per share, for the first quarter of 2007 and net income of $53 thousand, or $0.00 per diluted share, in the second quarter of 2006. For the first six months of 2007, revenues reached $16.9 million, representing a 7% increase over $15.7 million in revenues for the first half of 2006. On a GAAP basis, the net loss for the first six months of 2007 totaled $1.0 million, or $0.05 per share, as compared with net income of $58 thousand, or $0.00 per diluted share, for the first half of 2006.

On a non-GAAP basis, excluding the impact of share-based compensation expense in both periods, and the impact of expenses related to a law suit in the second quarter of 2007, the non-GAAP net loss for the second quarter of 2007 totaled $299 thousand, or $0.01 per share, as compared with a non-GAAP net loss of $112 thousand, or $0.00 per share, for the first quarter of 2007 and non-GAAP net income of $324 thousand, or $0.02 per diluted share, for the second quarter of 2006. For the first six months of 2007, the non-GAAP net loss, excluding the impact of the share-based compensation and the impact of the legal expenses, totaled $411 thousand, or $0.02 per share, as compared with net income of $411 thousand, or $0.03 per diluted share for the first half of 2006.

These non-GAAP measures should be considered in addition to, and not as a substitute for, comparable GAAP measures. Reconciliation between GAAP and non-GAAP measures is provided in the accompanying Table 2 of this press release. Allot provides these non-GAAP financial measures because they present a better measure of the Company’s core business and management uses the non-GAAP measures internally to evaluate the Company’s ongoing performance. Accordingly, the Company believes that they are useful to investors in enhancing an understanding of Allot’s operating performance.

“We were pleased to see that channel sales are beginning to improve, particularly in the Americas, during the second quarter,” commented Rami Hadar, Allot Communications’ President and Chief Executive Officer. “We believe that this initial improvement, along with our focus on the carrier market presents significant growth opportunities for Allot over the middle to long term.

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“The announcement of our new Service Gateway has generated significant interest within our current customer base as well as in the carrier markets worldwide. This new carrier class platform, which remains on track for trials in the current quarter and is presently scheduled to be generally available in the fourth quarter of 2007, will offer Allot customers what we believe is the fastest product available in the market, delivering true 10 GB/s full duplex capability, or over 20 GB/s total throughput. The service gateway is based on an open architecture platform which enables carriers to easily expand and deploy additional value added services while leveraging their current infrastructure investments. By utilizing Allot’s best-of-breed DPI technology, carriers can offer flexible, personalized subscriber services to generate significant new revenue streams. While the migration from 1GB/s to 10 GB/s interface products may delay purchasing decisions among several of our customers, we believe that the initial demand we are seeing for the new platform will contribute to revenue growth as early as the fourth quarter of this year,” concluded Mr. Hadar.

During the second quarter, key highlights included the following achievements:

Allot unveiled the industry’s first DPI-based Service Gateway supporting more than 20 Gigabits per second (GB/s) of traffic;
Continued demand among Tier 2 service providers; recently announced customers include Vodafone Iceland, Telefonica del Sur in Chile, and Cablemas in Mexico;
Sales in North and South America reached $2.8 million, a 17% increase over the first quarter; and
Allot commenced a second commercial DPI deployment with a major wireless operator.

As of June 30, 2007, Allot’s cash and cash equivalents, including short and long-term deposits and investments in marketable securities, totaled $78.5 million.

Financial Guidance

With the anticipated general availability and market acceptance of the Service Gateway during the fourth quarter of 2007, the Company maintains its previous guidance for the year 2007, and anticipates that net revenues will total approximately $40 million. 

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Conference Call & Webcast

The Allot management team will host a live conference call and webcast today at 8:30 AM EDT to discuss the financial results as well as management’s outlook for the business.

To access the conference call, please dial one of the following numbers: US: 1-866-966-9446, International: +44-1452-567-098, Israel: 1-809-213-849.

A replay of the conference call will be available from 12:01 am EDT on August 9, 2007 through August 15, 2007, at 11:59 pm EDT.

To access the replay, please dial: US: 1-866-247-4222, International: +44-1452-55-0000. Access code for both: 10403945#.

A live webcast of the conference call can be accessed on the Allot Communications website at www.allot.com. The webcast will also be archived for replay on the investor relations section of the Allot corporate website following the conference call.

About Allot Communications
Allot Communications Ltd. (NASDAQ: ALLT) is a leading provider of intelligent IP service optimization solutions. Designed for carriers, service providers and enterprises, Allot solutions apply deep packet inspection (DPI) technology to transform broadband pipes into smart networks. This creates the visibility and control vital to manage applications, services and subscribers, guarantee quality of service (QoS), contain operating costs and maximize revenue. Allot believes in listening to customers and provides them access to its global network of visionaries, innovators and support engineers. For more information, please visit www.allot.com.

Safe Harbor Statement
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Allot’s plans, objectives and expectations for future operations, including expected performance characteristics of the Service Gateway platform, the timing of general commercial availability or the level of revenues to be generated therefrom, and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These factors include, but are not limited to, those discussed under the heading “Risk Factors” in Allot’s annual report on Form 20-F filed with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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Investor Relations Contact:
Jay Kalish
Executive Director Investor Relations
International access code +972-9-761-9365
jkalish@allot.com

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TABLE - 1
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2007
2006
2007
2006
(Unaudited)
(Unaudited)
 
Revenues     $ 8,601   $ 8,152   $ 16,877   $ 15,723  
Cost of revenues    2,036    1,746    4,010    3,446  




Gross profit    6,565    6,406    12,867    12,277  




   
Operating expenses:  
Research and development, net    2,165    1,953    4,618    3,835  
Sales and marketing    4,566    3,749    8,760    7,242  
General and administrative    1,438    710    2,481    1,319  




Total operating expenses    8,169    6,412    15,859    12,396  
Operating loss    (1,604 )  (6 )  (2,992 )  (119 )
Financial and other income, net    825    62    1,782    183  




Income (loss) before income tax expenses (benefit)    (779 )  56    (1,210 )  64  
   
Income tax expenses (benefit)    (187 )  3    (184 )  6  




Net income (loss)   $ (592 )  53   $ (1,026 )  58  




   
Basic net earnings (loss) per share    $ (0.03 ) $ 0.00   $ (0.05 ) $ 0.00  




Diluted net earnings (loss) per share    $ (0.03 ) $ 0.00   $ (0.05 ) $ 0.00  




   
Weighted average number of shares  
 used in computing basic net  
 earnings (loss) per share    21,253,700    13,286,779    21,131,702    13,036,329  




   
Weighted average number of shares  
 used in computing diluted net  
 earnings (loss) per share    21,253,700    15,084,192    21,131,702    14,692,920  





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TABLE - 2
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
RECONCILATION OF GAAP TO NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)

Three Months Ended
June 30,

Six Months Ended
June 30,

2007
2006
2007
2006
(Unaudited)
(Unaudited)
 
 GAAP net income (loss) as reported     $ (592 ) $ 53   $ (1,026 ) $ 58  




   
Non-GAAP adjustments  
Expenses recorded for stock-based compensation  
     Cost of revenues    12    3    23    3  
     Research and development costs, net    46    25    96    39  
     Sales and marketing    (10 )  157    109    203  
     General and administrative    177    86    319    108  
Expenses related to a law suit  
     General and administrative    68    -    68    -  




Total adjustments    293    271    615    353  




   
 Non-GAAP net income (loss)   $ (299 ) $ 324   $ (411 ) $ 411  




   
Non- GAAP basic net earnings (loss) per share    $ (0.01 ) $ 0.02   $ (0.02 ) $ 0.03  




Non-GAAP diluted net earnings (loss) per share    $ (0.01 ) $ 0.02   $ (0.02 ) $ 0.03  





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TABLE - 3
ALLOT COMMUNICATIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)

June 30,
2007

December 31,
2006

(Unaudited)
 
 
ASSETS            
CURRENT ASSETS:  
Cash and cash equivalents   $ 9,930   $ 7,117  
Marketable securities and short term deposit    64,587    70,423  
Trade receivables    8,976    5,856  
Other receivables and prepaid expenses    2,998    1,961  
Inventories    4,117    3,337  


Total current assets    90,608    88,694  


   
LONG-TERM ASSETS:  
Marketable securities    3,995    5,750  
Severence pay fund    2,891    2,648  
Other assets    1,484    1,054  


Total long-term assets    8,370    9,452  


   
PROPERTY AND EQUIPMENT, NET    4,137    2,939  


GOODWILL    211    99  


   
Total assets   $ 103,326   $ 101,184  


   
LIABILITIES AND SHAREHOLDERS' EQUITY   
CURRENT LIABILITIES:  
Short-term bank credit and current maturities, net   $ -   $ 6  
Trade payables    3,470    4,415  
Deferred revenues    4,806    3,788  
Other payables and accrued expenses    5,722    4,833  


Total current liabilities    13,998    13,042  


   
LONG-TERM LIABILITIES:  
Deferred revenues    1,691    1,578  
Accrued severence pay    2,728    2,377  


Total long-term liabilities    4,419    3,955  


   
SHAREHOLDERS' EQUITY    84,909    84,187  


   
Total liabilities and shareholders' equity   $ 103,326   $ 101,184  



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