SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 29, 2007   Ms. Ronit Lerner Chief Financial Officer Compugen Ltd.  72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2006  Filed April 18, 2007  File No. 000-30902

Dear Ms. Lerner:

We have reviewed your filing and have the following comment.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In our comment, we ask you to
provide us with information so we ma y better understand your disclosure.
  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  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 5. Operating Results and Financial Review and Prospects, page 30

1. Please refer to the Division of Corpor ation Finance “Current Issues and
Rulemaking Projects Quarterly Update” under section VIII – Industry 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/divisions/c orpfin/cfcrq032001.htm#secviii .

Please provide in disclosure-type format the following information for each of your
major research and development projects:

Ms. Ronit Lerner
Compugen Ltd. June 29, 2007 Page 2

a. The current status of the project;
b. The costs incurred during each period presented and to date on the project;
c. The nature, timing and estimated costs of the efforts necessary to complete the
project;
d. The anticipated completion dates;
e. The risks and uncertainties associated with completing development on schedule,
and the consequences to operations, financ ial position and liquidity if the project
is not completed timely; and finally
f. The period in which material net cash in flows from significant projects are
expected to commence.  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.

*    *    *    *

Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period.  Please furnish a letter with your responses that keys your responses to our
comment.  Detailed letters greatly facilitate our review.  You should furnish the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your responses to our comment.

 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.
  In connection with responding to our comment, 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;

Ms. Ronit Lerner
Compugen Ltd. June 29, 2007 Page 3
 • staff comments or changes 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 comment as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement 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 Tabatha Akins, Staff Accountant, at (202) 551-3658, or Mary
Mast, Senior Accountant, at (202) 551- 3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant