SecProbe.io

Mail Stop 4546

August 26, 2016

Via E -mail
Anat Cohen -Dayag, Ph.D.
President and Chief Executive Officer
Compugen Ltd.
26 Harokmim Street
Holon 5885849, Israel

Re: Compugen Ltd.
  Registration Statement on Form F-3
Filed  August 9, 2016
  File No.  333-213007

Dear Dr. Cohen -Dayag :

We have limited our review of your registration statement to the issue addressed in our
comment. If you do not believe our comment appl ies to your facts and circumstances, please tell
us why in a response.

After reviewing any amendment to your registration statement or any information you
provide in response to this comment, we may have  additional comments.

General

1. We are currently co nducting a review of the annual report on Form 20 -F you filed on March
7, 2016 and we anticipate issuing comments from that review. Please be advised that we will
not be in a position to grant effectiveness to the registration statement until such time as those
comments have been resolved.

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 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.

Anat Cohen -Dayag, Ph.D.
Compugen Ltd.
August 26, 2016
Page 2

 Notwithstanding our comment, in the even t you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging 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 reques ts 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 S cot Foley  at (202) 551 -3383  or me at (202) 551 -3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Brian P. Keane , Esq.
 Mintz , Levin, Cohn, Ferris, Glovsky and Popeo, P.C.