**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      20-F/A**





**o**
            **REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934**





**OR**





**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the fiscal year ended**  December
      31, 200 5





**OR**




**o**
            **TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the transition period from __________ to __________** ****




**SHELL
                COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
                ACT OF 1934**


**Date
      of event requiring this shell company report _________**




**Commission
      file number 0-30324**




**RADWARE
      LTD.**


**(Exact
      name of Registrant as specified in its charter)**





**Israel**


**(Jurisdiction
      of incorporation or organization)**





**22
      Raoul Wallenberg Street, Tel Aviv 69710, Israel**


**(Address
      of principal executive offices)**





**Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:**


**Title
                  of each class**
              **Name
                  of each exchange on which registered****None**
              **None**





**Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act:**


**Ordinary
      Shares, NIS 0.1 par value per share**


**(Title
      of Class)**





**Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:**


**None**


**(Title
      of Class)**





Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report:


**19,061,760
      Ordinary Shares, NIS 0.1 par value per share**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities act.


o Yes x No








If
      this
      report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of the Securities Exchange Act of 1934.


o Yes x No







Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


x Yes o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelarated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


o Large
      Accelerated Filer o Accelerated Filer x Non-Accelerated Filer





Indicate
      by check mark which financial statement item the registrant has elected to
      follow.


o Item 17 x Item
      18





If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange Act).


o Yes x No





Explanatory
      Note





Radware
      Ltd. (the “ Company ”)
      is
      filing this Amendment No. 1 to the Annual Report on Form 20-F in order to
      correct a typographical error in the officers’ certifications pursuant to
      Section 906 of the Sarbanes Oxley Act of 2002 that was included in the Form
      20-F
      filed by the Company with the Securities and Exchange Commission on April 26,
      2006. This Amendment No. 1 solely contains the revised certifications.





The
      accompanying revised certifications are dated April 26, 2006, the same date
      as
      the original certifications, but these revised certifications were executed
      on
      May 9, 2006, and the statements made in these revised certifications are
      also true and correct as of this later date.








SIGNATURE





The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F/A and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.





RADWARE LTD.By:
            /s/  Yehuda
              ZisapelChairman
              of the Board of Directors


Date:
      May
      9, 2006