SecProbe.io

October 5, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 21, 2011 File No. 333-174948

Dear Mr. Paz:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Risk Factors, page 5

 1. We note your response to prior comment 6.  Plea se add separate risk factors to highlight
the risks related to your operati ons in Israel.  Also, include a risk factor that highlights
that investors may experience difficulties in  attempting to enforce judgments based upon
U.S. federal securities laws against your non-U.S. resident direct ors and officers.
 2. We note your response to prior comment 8.  Please  add a risk factor to  highlight that your
distributors have a contractua l right to return all purchas es to you for up to eighteen
months from the purchase date.
 We are subject to financial reportin g and other requirements, page 15

 3. Please update the disclosure to clarify wh ether you have accomplished any of the
objectives mentioned in the fourth sentence of this risk factor.

Ofir Paz InspireMD, Inc. October 5, 2011 Page 2

 Our Products, page 29

 4. Your revisions in response to prior comm ent 11 do not address the myocardial blush
grade or rates of adverse car diac events of other bare-met al and drug-eluting stents.
Revise your disclosure in this section to provide comparative data for your competitors.
 Pre-Clinical Studies, page 31

 5. We note your response to prior comment 14.  Pl ease clarify that th e trials in 2005 and
2006 were limited to animal testing.  Also, cl arify that the comparisons mentioned in the
fourth and fifth sentences of this secti on were based only on animal testing and not
meaningfully connected to human subjects.
 Clinical Trials, page 32

 6. Please revise the prospectus to provide the in formation set forth in your response to prior
comment 13 regarding the reasons for your trial delays.  Also, tell us why your tabular
disclosure in this se ction does not include your clinical trial in Brazil mentioned in the
fifth paragraph on page 34.

Growth Strategy, page 37

 7. We note your response to prior comment 17.  Pl ease update the disclo sure regarding the
strategies mentioned in the bu llet points in this section.  Fo r example, update to disclose
whether you have partnered with companies as mentioned in the last bullet point.
 Patents, page 40

 8. Please expand this section to disclose, if know n, the reasons for the de lays regarding your
patent filings.  We note the disclosure in th is section that none of your 35 filed patents
have been granted.

Government Regulation, page 41

 9. We note your response to prior comment 16.  Pl ease reconcile the di sclosure in this
section that you need to submit applications for regulatory approval in various countries
with the disclosure on page 23 that your produc t has been sold in t hose countries.  Also,
expand this section to disclose the material  government regulations in Israel concerning
your product.
 Customers, page 42

 10. Please update the disclosure concerning your ma terial customers.  For example, we note
the disclosure on page F-48 that a custom er from India accounted for 40% of your

Ofir Paz InspireMD, Inc. October 5, 2011 Page 3

 revenues in the six months ended June 30, 2011.  Also, disclose the terms of your
agreements with your material customer and file the agreements as exhibits.
 Legal Proceedings, page 43

 11. We note your response to prior comment 25.  Plea se update the disclosu re in this section
concerning litigation with Mr. Mayor and litigation disclosed on page F-50.
 Agreements with Executive Officers, page 45

 12. Please clarify that you entered into consulti ng agreements with A.S. Paz Management
and Investment Ltd. and Israeli Society Ltd. through which you retained Mr. Paz to serve
as your chief executive officer and Dr. Holzer to  serve as your presid ent.  Also, tell us,
with a view to disclosure, w hy you entered into consulting agreements with these entities
instead of employment agreements  with Mr. Paz and Dr. Holzer.

Certain Relationships and Relate d Party Transactions, page 55

 13. Please provide the disclosure required by Item 404(a) of Regulation S-K.  For example,
we note that you do not disclose in this sec tion the consulting agreements with A.S. Paz
Management and Investment Ltd. and Isra eli Society Ltd and the related party
transactions disclosed in Note  9 on page F-19.  Also, tell us  where you filed as exhibits
the agreements mentioned in Note 9.
 Financial Statements for the Years Ended December 31, 2010 and 2009

 Note 10 – Commitments and Con tingent Liabilities, page F-20

 c. Litigation, page F-21

14. Please refer to our prior comment 25. Please revise your disclosure to provide an
explanation, similar to the one provided in your response, of why you recorded the
$134,000 and $53,000 of expenses in the year ended December 31, 2006 even though the claims were not submitted until 2010.  In particular, include disclosure of your conclusion that the conditions requiring you to record each charge existed in fiscal 2006
at the time of the events that gave rise to  the litigation and were  not triggered by the
formal claims filed by the plaintiffs in fiscal 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Ofir Paz InspireMD, Inc. October 5, 2011 Page 4

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Julie Sherman at (202) 551-3640 or Jeffrey Jaramillo, Accounting
Branch Chief, at (202) 551-3212 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Tom Jones at (202) 551-3602 or Daniel Morris,
Special Counsel, at (202) 551- 3314 with any other questions.

Sincerely,
  /s/ Daniel Morris for
Amanda Ravitz
 Assistant Director

cc (via e-mail): Rick A. Werner, Esq.