CHECK POINT SOFTWARE TECHNOLOGIES LTD.

5 Ha'solelim Street
Tel Aviv, Israel

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS September 4, 2008

We invite you to attend Check Point's annual general meeting of shareholders. The meeting will be held on September 4, 2008 at 11:00 A.M.(Israel time), at Check Point's principal executive offices at 5 Ha'solelim St., Tel Aviv, Israel.

We are sending you this Proxy Statement because you hold Check Point ordinary shares. Our board of directors is asking that you sign and send in your proxy card, attached to this Proxy Statement, in order to vote at the meeting or at any adjournment of the meeting.

Agenda Items

The following matters are on the agenda for the meeting:

1. to elect six directors - the terms of six of our current directors will expire at the meeting, and we are proposing to reelect these six directors;
2. to elect two outside directors - the terms of two of our outside directors will expire at the meeting, and we are proposing to reelect these two outside directors;
3. to approve compensation to Check Point's Chief Executive Officer who is also the Chairman of the Board of Directors.

How You Can Vote

You can vote your shares by attending the meeting or by completing and signing a proxy card. Attached is the proxy card for the meeting that is being solicited by our board of directors. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the meeting. We will not be able to count a proxy card unless we receive it at our principal executive offices at the above address or our registrar and transfer agent receives it in the enclosed envelope by September 4, 2008 at 6:59 A.M.Israel time, which is September 3, 2008 at 11:59 P.M.Eastern daylight time. If you sign and return the enclosed proxy card, your shares will be voted in favor of all of the proposed resolutions, whether or not you specifically indicate a "FOR" vote, unless you abstain or vote against a specific resolution.

Who Can Vote

You are entitled to notice of the meeting and to vote at the meeting if you were a shareholder of record at the close of business on July 28, 2008. You are also entitled to notice of the meeting and to vote at the meeting if you held our ordinary shares through a bank, broker or other nominee which was one of our shareholders of record at the close of business on July 28, 2008, or which appeared in the participant listing of a securities depository on that date. We are mailing copies of this Proxy Statement and the proxy cards to our shareholders on or about August 7, 2008, and we will solicit proxies primarily by mail and email.

Quorum and Required Vote

On July 28, 2008, we had outstanding 214,288,509 ordinary shares. Each ordinary share is entitled to one vote upon each of the matters to be presented at the meeting. Under our Articles of Association, the meeting will be properly convened if at least two shareholders attend the meeting in person or sign and return proxies, provided that they hold shares representing more than 50% of our voting power. This is known as a quorum. If a quorum is not present within half an hour from the time scheduled for the meeting, the meeting will be adjourned for one week (to the same day, time and place), or to a day, time and place proposed by the chairman of our board of directors. Any two shareholders who attend an adjourned meeting in person or by proxy will constitute a quorum, regardless of the number of shares they hold or represent.

Our board of directors unanimously recommends that you vote "FOR" all proposals under Items 1 through 4 below.

BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information as of July 27, 2008 for (i) each person who, to the best of our knowledge, beneficially owns more than 5% of our outstanding ordinary shares and (ii) our executive officers and directors as a group. The information in the table below is based on 214,286,867 ordinary shares outstanding as of July 27, 2008.

(1) The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are presently exercisable or exercisable within 60 days after July 27, 2008 (as determined in accordance with footnote (3)).

(2) If a shareholder has the right to acquire shares by exercising stock options (as determined in accordance with footnote (3)), these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder.

(3) Number of options immediately exercisable or exercisable within 60 days from July 27, 2008.

(5) The address for Messrs. Shwed and Nacht is c/o Check Point Software Technologies Ltd., 5 Ha'solelim St., Tel Aviv, Israel. Except as may be provided by applicable community property laws, Messrs. Shwed and Nacht have sole voting and investment power with respect to their ordinary shares.

(6) Mr. Nacht is the beneficiary of irrevocable trusts holding ordinary shares.

(7) Address for J. & W. Seligman & Co. Incorporated: 100 Park Avenue, New York, New York 10017.

(8) Address for Barclays Global Investors, NA: 45 Fremont Street, San Francisco, California 94105.

(9) Address for Genesis Fund Managers, LLP: Barclay's Court, Les Echelons, St. Peter Port, Guernsey GY1 6AW, Guernsey, Channel Islands.

ITEM 1 - ELECTION OF DIRECTORS (OTHER THAN OUTSIDE DIRECTORS)

You are being asked to reelect the following directors: Gil Shwed, Marius Nacht, Jerry Ungerman, Dan Propper, David Rubner, and Dr. Tal Shavit.

Gil Shwed has served as Chairman of our board of directors since 1998 and has been a director since our formation in 1993. He has also served as our Chief Executive Officer since 1993.

Nominees for Director

If you sign and return the enclosed proxy card, your shares will be voted "FOR" the election of the individual directors named unless you specify otherwise. We do not know of any reason that any of the individuals proposed for election as directors would not be able to serve.

We are proposing to adopt the following resolution:

"RESOLVED, that the election of the following six persons to the board of directors of Check Point be, and it hereby is, approved: Gil Shwed, Marius Nacht, Jerry Ungerman, Dan Propper, David Rubner, and Dr. Tal Shavit."

The affirmative vote of the holders of a majority of the voting power represented and voting on this proposal in person or by proxy is required to elect each of the individuals named above as directors.

ITEM 2 - ELECTION OF TWO OUTSIDE DIRECTORS

We must have at least two outside directors who meet the statutory requirements of independence. Ray Rothrock has served on our board of directors since 1995 and has been an outside director since 2000.

Nominees for Outside Director

We are proposing to adopt the following resolution:

"RESOLVED, that the election of each of Messrs. Federman and Rothrock to the board of directors of Check Point to serve as an Outside Director for a three-year term be, and it hereby is, approved."

ITEM 3 - PROPOSAL TO RATIFY THE APPOINTMENT AND COMPENSATION OF OUR INDEPENDENT PUBLIC ACCOUNTANTS; REVIEW AND DISCUSSION OF OUR 2007 CONSOLIDATED FINANCIAL STATEMENTS

Our board of directors has appointed Kost, Forer, Gabbay & Kasierer, an Israeli accounting firm that is a member of Ernst & Young Global, as our independent public accountants for 2008. Kost, Forer, Gabbay & Kasierer have audited our books and accounts since we were incorporated.

We are proposing to adopt the following resolution:

"RESOLVED, that the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Check Point's independent public accountants for 2008 be, and it hereby is, ratified, and the board of directors (or, the audit committee, if authorized by the board of directors) be, and it hereby is, authorized to fix the remuneration of such independent public accountants."

ITEM 4 - PROPOSAL TO APPROVE COMPENSATION TO OUR CHIEF EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN OF OUR BOARD

We are therefore proposing that you now approve the option grant to Mr. Shwed. In addition, our compensation committee, audit committee, and the board of directors have approved Mr. Shwed's request to temporarily forego his approved salary and bonus.

In making its recommendation, the compensation committee considered several factors including comparable industry data and the responsibilities performed by Mr. Shwed.

"RESOLVED, that the grant to Gil Shwed of options to purchase 1,000,000 ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the NASDAQ Global Select Market on the date of the meeting and upon the terms recommended by Check Point's compensation committee be, and it hereby is, approved."

By Order of the Board of Directors.
Dated: July 28, 2008
Chairman of the Board of Directors.