SecProbe.io

December 15, 2011
Via E-mail
Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed December 1, 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.

Recent Events, page 2

 1. Please reconcile the disclosure in the sec ond paragraph of this section regarding an
estimated fee of approximately $10 m illion with the estimated fee of $6,994,456
mentioned in section 5(a) of the clinical tr ial services agreement filed as exhibit 10.42.

Customers, page 42

 2. We note your response to prior comment 5.  Pl ease disclose the “cer tain sales minimums”
mentioned in the first paragraph of this sec tion.  Also, reconcile th e disclosure in the
fourth paragraph of this section regardi ng options to purchase 8,116 shares for each
$100,000 in sales with section 3.8 of exhibit 10.39 which provides options to purchase
1,000 shares for each $100,000 in sales.

Ofir Paz InspireMD, Inc. December 15, 2011 Page 2

 Summary Compensation Table, page 47

3. Please expand this section to include your supplemental response to prior comment 6
regarding how you determined the option award in 2010 for Mr. Bar.  Also, tell us the
basis for the statement in your response conc erning “Mr. Bar’s relatively low salary as
compared to other executives of the Company” given the salaries disc losed in the table on
page 47.
  We urge all persons who are responsible for the 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 accelera tion 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 for eclose the Commission 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. December 15, 2011 Page 3

 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.