SecProbe.io

Mailstop 4720

November 19, 2015

Via E -mail
Moshe Manor
2 Snunit Street
Science Park
P.O. Box 455
Carmiel, Israel 20100

Re: Protalix BioTherapeutics, Inc.
  Registration Statement on Form S-3
Filed  November 13, 2015
  File No.  333-208004

Dear Mr. Manor :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note that you have a pending request for confidential treatment.  Please be advised
that we will not be in a position to declare this registration statement effective until we
resolve all issues concerning the  confidential treatment request.

Exhibit Index, page II -9

2. We note that you intend to file your forms of  indenture  by amendment or  with current
report s on Form 8 -K.  Please be advised that the se document s must be filed as exhibit s to
your registration statement prior to effectiveness, as this is when the indenture s will be
qualified pursuant to the Trust Indenture Act of 1939.

Moshe Manor
Protalix BioTherapeutics, Inc.
November 19, 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to b e certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledg ing that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Christina Thomas  at (202) 551 -3577 or me at (202) 551 -3675 with any
questions.

Sincerely,

  /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
James R. Tanenbaum, Esq.

Moshe Manor
Protalix BioTherapeutics, Inc.
November 19, 2015
Page 3

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