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    K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

    Richard
      H. Gilden

    Partner

    Tel:  212
      715-9486

    Fax:  212
      715-8085

                July
      30,
      2007

    Mr.
      Jim
      B. Rosenberg

    Senior
      Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

    Re:    Compugen
      Ltd.

           Form
      20-F for the Fiscal
      Year Ended December 31, 2006

      File No. 000-30902

    Dear
      Mr.
      Rosenberg:

    We
      are
      U.S. securities counsel for Compugen Ltd. (the “Company”).  The
      Company has requested that we respond on its behalf to the Commission’s comment
      letter dated June 29, 2007 (the “Comment Letter”).

    For
      convenience, we have set forth below in italics the comment contained in the
      Comment Letter, followed by the Company’s response.

    Item
      5.  Operating Results and Financial Review and Prospects, page
      30

    1.  Please
      refer to the Division of Corporation 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/corpfin/cfcrq032001.htm#secviii.

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

    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, financial position and liquidity if the project
      is not completed timely; and finally

    f.  The
      period in which material net cash inflows from significant projects are expected
      to commence.

      K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

    Mr.
      Jim
B.
      Rosenberg

    July
      30,2007

    Page
      2

      Regarding
        b., if you do not maintain any research and development costs by project,
        disclose that fact and explain why management does not maintain and evaluate
        research and development costs by project.  Provide other quantitative
        or qualitative disclosure that indicates the 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 those facts and circumstances
      indicating the uncertainties that preclude you from making a reasonable
      estimate.

    We
      have
      reviewed the Staff guidance referred to in the Comment Letter based on such
      guidance, as well as discussions with the Staff, we believe that the Company’s
      current business model is not fully consistent with the nature of the
      disclosures contemplated by the guidance.

    The
      Company, at this stage of its existence, is an early stage drug discovery
      company.  Its area of expertise is in the use of predictive biological
      and computer-based mathematical models to discover potential therapeutic drug
      candidates and diagnostic biomarker candidates that may, at a later stage,
      be
      pursued in conjunction with major pharmaceutical companies. Currently, the
      Company's goal is early stage drug and biomarker discovery and not drug
development; therefore, it does not have drug research and development
      projects in the classic sense (i.e. Pre-Clinical, Phase I, Phase II,
      etc.).  Early stage experimental “wet” biological validation is employed
      regarding ideas and product candidates discovered by the Company’s predictive
      modeling platform.

    At
      present, the Company focuses on and is structured along the lines of its three
      principal activities: (i) research and discovery; (ii) therapeutics; and (iii)
      diagnostics.

    Research
      and Discovery:  The Company’s research and discovery
      activities include the development of its underlying enabling technologies
      comprising its computational based discovery platforms. The Company utilizes
      these platforms to support its therapeutic and diagnostic activities. Its entire
      discovery process begins in silico, meaning that product candidates are
      discovered using its computational platforms.

    Therapeutics
      and Diagnostics:  Using its discovery engines and related
      technologies, the Company seeks to  discover novel molecules and
      candidates that may be suitable for further development as therapeutic and
      diagnostic product candidates.  The Company’s therapeutic and
      diagnostic activities are in essence, an effort to use its underlying discovery
      platforms to identify selected potential therapeutic and diagnostic product
      candidates.  The Company’s discovery

        K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

      Mr.
        Jim
B.
        Rosenberg

      July
        30,2007

      Page
        3

    capabilities
      and understandings are not field or disease specific and may have numerous
      applications, both in therapeutic and diagnostic areas.

    At
      any
      given time period, Company discovery efforts span a number of candidates which
      may in the future, become diagnostic or therapeutic product
      targets.  The majority of the Company’s employees are engaged in
      research and discovery, and each such employee is usually engaged in several
      activities in tandem.  Management is not structured along fixed
      project lines.  The Company’s  research activities are
      dynamic and may change several times over the course of a year in response
      to
      interim results reached or in response to external requests.  The
      Company cannot accurately predict its research needs or know in advance the
      direction certain projects may take.  Management does not use
      project-by-project data to manage the Company’s business or to make decisions
      regarding its research and discovery activities.  Therefore, the
      Company does not allocate funds on a project by project basis.

    Rather,
      the Company allocates its research and discovery budget on an overall basis
      aligned with its organizational structure and adjusts that allocation on an
      ongoing basis to correlate with its changing needs.  The Company’s
      projects, as well as the structure of its organization and research activities,
      are relatively fluid depending on many factors, including but not limited to,
      results of earlier or parallel studies, intellectual property freedom to
      operate, successful validation and customer requests.  The results of
      certain studies that have been discontinued are often applicable to other
      studies.

    The
      Company seeks to further the process that will lead to commercialization of
      its
      diagnostic and therapeutic candidates by entering into strategic collaborations
      with leading diagnostic, biotechnology and pharmaceutical companies as well
      as
      academic and medical institutions.  It intends to generate revenues
      through milestone and revenue sharing out-licensing and joint development
      agreements with various collaborators in the pharmaceutical industry.
      Accordingly, the Company’s business model is based on developing commercial
      value in partnership with large pharmaceutical companies who can take the
      Company’s early-stage discoveries and candidates, and support and fund
      commercial development, from pre-clinical stages through
      commercialization.

    The
      Company expenses research and discovery costs as incurred.  The
      Company’s research and discovery expenses currently include cost of salaries and
      related expenses, activities related to intellectual property, protein
      production, acquisition of tissue samples and other biological testing
      materials, supplies, equipment depreciation, outsourced testing and other
      services and consultants.

      K R A M E R  L E V I N  N A F T A L I S
& F R A N K E L  LLP

      Mr.
        Jim
B.
        Rosenberg

      July
        30,2007

      Page
        4

    The
      Company is not a project-based drug development company and therefore, does
      not
      account for its research and discovery expenses like a typical biotechnology
      or
      drug development company which might typically have a drug development programs
      with pre-clinical through clinical phases.  The Company’s research and
      discovery activities operate under one business unit with a variety of different
      functions and is not managed on a divisional basis.  Based on this
      model, it is not practical or helpful to investors to account for R&D on a
      project-by-project basis.  Further, the Company believes the
      disclosure provided in their Form 20-F conforms to its current business model
      and operations as well as to its reporting requirements.

    _______________________________________________________________________

    In
      responding to the Staff’s comments, we have been authorized to advise the Staff
      that the Company acknowledges that:

              §

              The
                Company is responsible for the adequacy and accuracy of the disclosures
                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 the Staff’s comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    If
      you or
      other members of the Staff have any further questions or comments concerning
      these responses or if you require additional information, please feel free
      to
      contact me at the telephone number above.

    Very
      truly yours,

    /s/
      Richard H. Gilden

    Richard
      H. Gilden

    cc:    Tabatha
      Akins, Staff
      Accountant

         Mary
      Mast, Senior Accountant

         Alex
      Kotzer, CEO, Compugen

         Ronit
      Lerner, CFO,
      Compugen