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Via Facsimile and U.S. Mail
Mail Stop 6010

         June 26, 2008

Yossi Maimon
Chief Financial Officer and Treasurer
Protalix BioTherapeutics, Inc.
2 Snunit Street
Science Park
POB 455
Carmiel, Israel 20100

Re:   Protalix BioTherapeutics
 Form 10-K for the Fiscal Year Ended December 31, 2007
 Filed March 17, 2008
 File Number:  001-33357

Dear Mr. Maimon:

We have reviewed your filing and have the following comments. We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document. In our comments, we ask you to
provide us with information to better unde rstand your disclosure.  Where a comment
requests you to revise disclosure, the info rmation you provide should show us what the
revised disclosure will look like and identify the annual or quarterly filing, as applicable,
in which you intend to first include it.  If you do not believe that revised disclosure is
necessary, explain the reason in your response.  After reviewing the information
provided, we may raise additional comments and/or request that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Results of Operations, page 58

Research and Development Expenses
 1. We believe that your disclosures about historical research and development
expenses and estimated future expenses  related to your major research and

Yossi Maimon
Protalix BioTherapeutics, Inc. June 26, 2008 Page 2
development projects could be enhanced for investors.  Please refer to the
Division of Corporation Finance “Curre nt Issues and Ru lemaking Projects
Quarterly Update” under section VIII – I ndustry Specific Issues – Accounting and
Disclosure by Companies Engaged in Research and Development Activities.  You can find it at the following website address: http://www.sec.gov/divisi ons/corpfin/cfcrq032001.htm
.  Please revise your
MD&A to disclose the following information for each of your major research and development projects.
a. The current status of the project;
b. The costs incurred during each peri od presented and to date on each
project;
c. The nature, timing and estimated costs of the efforts necessary to complete
each project;
d. The anticipated completion dates of each project;
e. The risks and uncertainties associated with completing development on
schedule, and the consequences to operations, financial position and
liquidity if each project is not completed timely;  and finally
f. The period in which material net cash in flows from significant projects are
expected to commence for each project.

Regarding b., if you do not maintain a ny research and development costs by
project, disclose that fact and explai n why management does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.

Regarding c. and d., disclose the amount or  range of estimated costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the
uncertainties that preclude you fr om making a reasonable estimate .
 Report of Independent Registered Public Accounting Firm, page F-2

 2. Auditor association with th e cumulative data is requi red on an annual basis as
long as the registrant is in  the development stage.  Th ere is no reference to the
cumulative data in the accountant’s report.   In addition, it does not appear as
though a waiver for this requirement wa s granted by the Office of the Chief
Accountant within the Division of Corporat ion Finance.  Please advise whether a
waiver was obtained and provide us a c opy or include the appropriate accountant
report.  To be granted a waiver it must be impracticable for y ou to obtain an audit
opinion on the cumulative data. A written submission explaining why it is impracticable must be provided to the O ffice of the Chief Accountant within the
Division of Corporation Finan ce to obtain a waiver.

Yossi Maimon
Protalix BioTherapeutics, Inc. June 26, 2008 Page 3   Note 4 – Commitments, page F-18

 3. Please revise your disclosure to include all of the milestone payments you will be
required to pay under certain research and license agreements.  Please include the
events that would trigger these payments .  Also tell us why you did not include
these amounts in your contractual obligati on table. Finally, please include the
length of and the termination provisions for all of your material agreements.
 4. Please explain how the $1,724,000 commit ment under your sub-contracting
agreements relates to the purchase obligations of $4,086,000 included in your
contractual obligations table.
 Note 5 – Share Capital, page F-20

 5. Please provide us a chronology of facts, circumstances and events explaining the
change in fair value of the common st ock issued during 2006 of approximately
$1.50 per share to the trading value immediately after the merger of
approximately $27 per share.
 6. You state in Note 5 and on pages 56- 57 that you used various methods to
determine the fair value of your common stock.  It appears as though your stock
was trading prior to the March 12, 2007 da te that it was liste d on the American
Stock Exchange.   In addition, it appears you used the $5 per share offering price
in October 2007 to value equity issuan ces granted before that including for
issuances during the third quarter ended September 30, 2007 even though there
was a trading price of your stock during that period. Pl ease tell us how your use of
valuation methods during th e first and third quarters  of 2007 rather than the
trading price of your stock to valu e equity issuances for compensation
expense/consulting expense, et c. complies with FAS 123R.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Yossi Maimon
Protalix BioTherapeutics, Inc. June 26, 2008 Page 4
 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or
Mary Mast, Senior Staff A ccountant, at (202) 551-3613 if you have any questions
regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant