Saifun Semiconductors Ltd. Files Registration Statement for Proposed Public Offering

Netanya March 8, 2006 – Saifun Semiconductors Ltd. (Nasdaq: SFUN) announced today that it has filed a registration statement with the U.S. Securities and Exchange Commission for a proposed registered offering of 340,000 ordinary shares by the company and an additional number of ordinary shares by certain selling shareholders of the company.  The exact number of shares to be offered by the selling shareholders will be determined in the future based on the number of shares that they request to include in the offering.  The participation of certain selling shareholders in the offering is subject to approval by the company’s shareholders at a special general meeting to be held on March 22, 2006.

The selling shareholders are expected to grant the underwriters a 30-day option to purchase additional ordinary shares. 

Lehman Brothers Inc. is acting as sole book-running manager, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as joint-lead managers and CIBC World Markets, William Blair & Company, Raymond James and WR Hambrecht + Co are acting as co-managers.

Copies of the preliminary prospectus relating to the offering may be obtained, when available, from Lehman Brothers Inc., c/o ADP Financial Services, Prospectus Fulfillment, 1155 Long Island Avenue, Edgewood, New York 11717, by email: monica_castillo@adp.com, or fax (631) 254-7268, or Citigroup Global Markets Inc., 140 58th Street, 8th floor, Brooklyn, NY 11220, by phone  (718) 765-6732, or Deutsche Bank Securities Inc. at 1251 Avenue of the Americas, 25th Floor, New York, New York 10005, by email: prospectusrequest@list.db.com, or fax (212) 468-5333.

Saifun provides intellectual property solutions for the non-volatile memory (NVM) market.  The company licenses its Saifun NROM® technology to semiconductor manufacturers who use this technology to develop and manufacture a variety of stand-alone and embedded NVM products.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy ordinary shares of Saifun, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.