SecProbe.io

CORRESP
1
filename1.htm

September
7, 2017

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: OphthaliX,
                                         Inc.

        Registration
        Statement on Form S-4

        File
        No. 333-219514

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OphthaliX, Inc. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-219514) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on September 8, 2017 or
as soon thereafter as may be practicable.

The
Registrant hereby acknowledges that:

 ● should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Registrant from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Registrant 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.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel
to orally modify or withdraw this request for acceleration.

Please
also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to
gemmanuel@mwe.com or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very
    truly yours,

    OPHTHALIX,
    INC.

    By:
    /s/
    Pnina Fishman

    Name:
    Pnina Fishman

    Title:
    Chief Executive Officer

cc:
Gary Emmanuel (McDermott Will & Emery LLP)