SecProbe.io

October 25, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed October 12, 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 2.  Plea se tell us where you filed as an exhibit
the agreement with your distributor in Israel  to revoke its right to  return purchases.
 Pre-Clinical Trials, page 31

 2. We note that the second paragraph of your response to prior comment 6 provides the
specific intended meaning of the phrase “to be determined” as used in the charts on pages
31 and 32.  Please revise to include th is explanation in the prospectus.

Ofir Paz InspireMD, Inc. October 25, 2011 Page 2

 Patents, page 40

 3. We note your response to prior comment 8.  If material, please disclose that your patents
were not granted pursuant to your original timetable and provide the reasons for, and
consequences of, such delays.
 Government Regulation, page 41

 4. We note your response to prior comment 9.  Plea se reconcile your disc losure in the third
paragraph of this section that  you are not able to sell products  in various countries, such
as Poland, Spain and India, with disclosure  elsewhere in your filing which appears to
suggest that you are able to se ll.  For example, we note di sclosure on page 42 regarding
your major distributors in these countries.  Al so, reconcile your disc losure in the third,
fourth and fifth paragraphs of this section regardi ng the status of your efforts to obtain
regulatory approval.  In this regard, we note disclosure on page 41 that you are seeking
regulatory approval in Israel ; however, you later disclose on page 41 that you received
approval in Israel in September 2011.
 Customers, page 42

5. We note your response to prior comment 10.  Pl ease disclose the material terms of the
agreements identified.  For example, disclose  the “certain sales minimums” mentioned in
this section.

Summary Compensation Table, page 47

6. Please disclose how you determined the option award in 2010 for Mr. Bar.
 Certain Relationships and Relate d Party Transactions, page 59

 7. We note your response to the second sentence of prior comment 13.  Please disclose the
material terms of your agreement with Ms. Paz, such as the duration of the agreement.  In
addition, disclose the amount owed to Ms. Paz as of December 31, 2010 and as of the
most recent practical date, and disclose the amount paid to Ms. Paz in 2009 and in 2011.
Note that these amounts should be disclosed in U.S. dollars instead of New Israel
Shekels.
8. We note your response to the third sentence of  prior comment 13.  Please tell us the basis
for your belief that the tran saction in Note 9(f) pursuant to which you owed $156,000 to a
related party is not required to be di sclosed by Item 404 of Regulation S-K.

Ofir Paz InspireMD, Inc. October 25, 2011 Page 3

 Consolidated Financial Statements

 9. Consideration should be given on an ongoing ba sis to the updating re quirements of Rule
8-08 of Regulation S-X.  As applicable, an  updated accountant’s c onsent should also be
included with any amendment to the filing.

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.
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

Ofir Paz InspireMD, Inc. October 25, 2011 Page 4

 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.