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                                                                                                November 16, 2010

David Aviezer, Ph.D.
President and Chief Executive  Officer
Protalix Biotherapeutics , Inc.
2 Snunit St.,  Science Park
POB 455, Carmiel 20100, Israel

Re: Protalix Biotherapeutics, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2009
  Filed February 26 , 2010
  File No. 001-33357

Dear Dr. Aviezer :

 We have reviewed your response dated October 13, 2010  and have the followin g
additional comments.

Please respond to this letter within ten business days by providing the requested
information . If you do not believe our comments apply to your facts and circumstances ,
please tell us why in your response.

After reviewing the information you provide in response to these comments, we
may have additional comments.

Item 1. Business

1. We note that your responses to comments 1, 3 and 6 state that the annual
maintenance fees were granted confidential treatment.  It appears that these
requests were granted without the benefit of staff review.  Please disclose the
amounts of these payments or tell us why you believe the amount of these
payments is not material information.

Item 11. Executive Compensation

Compensation Discussion and Analysis, page 65

2. We note your response to  our prior comment 9.  Your response is unclear as you
state that the Compensation Committee has established a bonus plan for “certain
milestones” and that the Compensation Committee determines awards on a

David Aviezer, Ph.D.
Protalix Biotherapeutics , Inc.
November 16, 2010
Page 2

 “discretionary basis.”  If the Compensation Committ ee identified and
communicated goals to be used to determine whether a bonus is paid and the
amount of the bonus, please disclose all goals set by the Committee, identify
which goals were achieved and explain how the level of achievement was used to
determ ine the amount of each officer’s bonus.  If there were no predetermined
goals and the awards were based solely on the discretion of the Committee and
the Committee based its discretion on the achievements identified, please clarify
that there were no predetermin ed goals.

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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of  the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or change s to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;

 and the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Scot Foley at (202) 551 -3383 , Suzanne Hayes, Branch Chief, at
(202) 551 -3675  or me at (202) 551 -3715 with any questions.

Sincerely,

Jeffrey Riedler
Assistant Director