SecProbe.io

Mail Stop 4546

September 7, 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.
  Annual Report  on Form 20-F
Filed  March 7 , 2016
  File No.  000-30902

Dear Dr. Cohen -Dayag:

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please te ll us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 4. Information on the Company
B. Business Overview
Pipeline Program, page 28

1. On page 30, you disclose that you recently ent ered into collaboration agreements with the
Johns Hopkins University and the U.S. National Institutes of Health. Please discuss the
material terms of these agreements and file them as exhibits.  Alternatively, provide us with
an analysis supporting your de termination that you are not required to file them as exhibits.

Our Predictive Discovery Approach,  page 33

2. Please expand your discussion of the Bayer Agreement on page 36, to disclose the duration
and termination provisions.

Anat Cohen -Dayag, Ph.D.
Compugen Ltd.
September 7 , 2016
Page 2

 Item 19. Exhibits

3. We no te that correspondence dated September 22, 2010 indicated you would incorporate a
software license agreement between you and Evogene Ltd by reference in future filings.
Please explain why you have not been incorporating this agreement as an exhibit to you r
Form 20 -Fs.

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 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 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 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.