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         October 2, 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 the following additional co mments on your response dated July 11,
2008. In our comments we ask you to provide us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.

Note 5 – Share Capital, page F-20
 1. On page F-13 you state that the fair valu e of stock options was determined using
the Black-Scholes optio ns-pricing model.  Please conf irm to us that you used this
model and tell us the assumptions you us ed for 2007.  Please refer to paragraph
A240e.(2) of FAS 123R.
 2. We are unable to discern a consistent policy for the measurement date used under
123(R) and EITF 96-18 as well as the va luation methodology used.  In order to
help us understand these matters , please tell us the nature  of the restrictions, and
whether or not the restric tions extend beyond the vesting or service period, for the
following grants and how the restrictions  are reflected in the valuation method
(paragraph 17 of 123(R) for employees).  Please tell us whether the nature of the restrictions is the same as the tradin g restrictions on th e 99% of outstanding
shares of common stock.
• Options held by non-employees th at vested during the period
• Options granted to employees during the period

Yossi Maimon
Protalix BioTherapeutics, Inc.
October 2, 2008
Page 2
• Restricted common stock held by non- employees that vested during the
period
• Restricted common stock granted to employees during the period

3. You state in your disclosure on page 57 that you are using the expected term
based on the simplified method.  Please address the following:
• Please tell us if any of the features  discussed in footnote 7 of SAB 107A
exist, and if not, why you believe usi ng the expected term, which may be
shorter than the contract ual term, is appropriate.   Refer to SAB
107D(2)(Q6).
• If there are restrictions on the stoc k that go beyond the vesting or service
date, it does not appear that the si mplified method is appropriate.
• It appears that an opti on that is “in the money”  may have a different
expected term than an option that is  “at the money,” which was one of the
prerequisites for using the simplified method for determining the expected
term.  Please tell us why you believe use of the simplified method is appropriate based on the gui dance in SAB 107D(2)(Q6).

4. Please provide us an analysis, preferably in  tabular format, of all equity issuances
in 2007 and 2008, the date of grant/issuance,  fair value used, measurement date,
trading value on the measurement date, the ex ercise price, if a pplicable, recipient
of the grant/issuance (employee/non-em ployee and related party/non-related
party), any post-vesting/service peri od restrictions, and the amount of
compensation recorded for each issuance.  Please provide a separate table for non-
employee issuances/grants in which compensation was recorded based on a vesting date during the period.
 5. For the first quarter in 2007 you used th e quoted market price on the Tel-Aviv
Stock Exchange for Bio-Cell rather th an Over-the Counter Bulletin Board
(OTCBB) bid/ask because you state ther e was insufficient volume on OTCBB.
Please address the following:
• Tell us if you used the quoted market price on the measurement date or the
quoted market price at the end of  the quarter (i.e. March 31, 2007)
• We understand your stock was listed on the American Stock Exchange
beginning March 12, 2007.  Tell us if you had any measurement dates on
or after this date and if so, why you used the Tel-Aviv stock exchange for
Bio-Cell instead of the American Stock Exchange for the company.
 6. For the second quarter in 2007 you used th e quoted trading valu e on the American
Stock Exchange.  Please address the following:
• What consideration you gave to restricti ons in determining the fair value.
• Whether or not the quoted trading pri ce was used or if that price was
adjusted.

Yossi Maimon
Protalix BioTherapeutics, Inc.
October 2, 2008
Page 3
• Tell us if you used the quoted tradin g price at the measurement date or
some other date like the end of period.
 7. For the third quarter in 2007 you used the private placement in the fourth quarter
to determine your fair value.  Please address the following:
• What consideration you gave to the fact that the tr ading volume was
higher in the third quarte r than the second quarter.
• What consideration was give n to restrictions in determining the fair value.
 8. For the fourth quarter in 2007 you used the quoted trading price on December 31,
2007.  Tell us if there were issuances/grants or vested equity issuances other than
on December 31, 2007 and why the measurement date was not used for those.
 9. Tell us what methodology you used for stoc k compensation in the first and second
quarter of 2008 addressing the above  concerns as applicable.
 10. You use the terminology “the appropriate da te” on page 57 and in Note 5 to the
financial statements when referring to th e date in which you used for determining
fair value.  Your response letter implies that you may have used the date at the
end of the quarter, which may differ from the measurement date.  Please confirm
that you are referring to the measuremen t date as discussed in SFAS 123R and
EITF 96-18 and revise your wording accordingly or tell us why the measurement date has not been used.

* * * *
  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.

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 comment.  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