SecProbe.io

Mail Stop 4720
January 13, 2011
  Mr. Dikla Czaczkes Axselbrad Chief Financial Officer Compugen Ltd. 72 Pinchas Rosen Street Tel Aviv, 69512 Israel
Re: Compugen Ltd.
  Registration Statement on Form F-3
Filed January 11, 2011
  File No. 333-171655

Dear Mr. Axselbrad:

We have limited our review of your filing to the issue we have addressed in the
following comment.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Form F-3

Where You Can Find More Information and In corporation of Cert ain Information By
Reference, page 14

1. We note that you are incorporating by re ference a Form 6-K filed on September 22,
2010, however there does not appear to be  a Form 6-K filed on September 22, 2010.
Please advise or revise.

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 informa tion required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.

 Mr. Dikla Czaczkes Axselbrad
Compugen Ltd. January 13, 2011 Page 2
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above registration statement.  We will act on the request and, pursuant to
delegated authority, grant accelerati on of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.

     S i n c e r e l y ,         J e f f r e y  R i e d l e r       A s s i s t a n t  D i r e c t o r
   cc: Richard H. Gilden, Esq.