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SEC Comment Letter for COMPUGEN LTD (CGEN) (CIK 0001119774) (CGEN) — Oct 5, 2016

COMPUGEN LTD (CGEN) (CIK 0001119774)
Date: Oct. 5, 2016 · CIK: 0001119774 · Accession: 0000000000-16-095978

Regulatory Compliance Financial Reporting Internal Controls

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Reasoning

File numbers found in text: 000-30902

Date
Oct. 5, 2016
Author
/s/ Suzanne Hayes
Form
UPLOAD
Company
COMPUGEN LTD (CGEN) (CIK 0001119774)

Letter

Mail Stop 4546 October 5 , 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 completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filin g 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. We urge all per sons 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 rules require.

Sincerely,
/s/ Suzanne Hayes

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Mail Stop 4546

October 5 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filin g 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.  We urge all per sons 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 rules require.

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.