SecProbe.io

October 1 8, 2012

Via E -mail
Ofir Paz
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 67448

Re: InspireMD, Inc.
Registration Statement on Form S -1
Filed September 24, 2012
  File No. 333-184066

Dear Mr. Paz :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide 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 .  Where 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 registration statement and the information you
provide in response to these comments , we may have  additional comments.

Prospectus Cover Page

1. Please revise to include all non -Rule 430A information that you have omitted from your
document. For example, we note that you have omitted the number of securities offered.
Refer to Regulation S -K Item 501(b)(2) and Question 227.02 of the Securities Act Rules
Compliance and Disclosure Interpretations available on the Commission’s website at
http://sec.gov/div isions/corpfin/guidance/securitiesactrules -interps.htm .

Summary, page 1

2. Please disclose in the first paragraph of your overview section your history of losses as
well as the going concern opinion issued by your auditor.

Ofir Paz
InspireMD, Inc..
October 18 , 2012
Page 2

 3. We note  that you intend to use the net proceeds of this offering to “pursue FDA approval
in the U.S.”  Please disclose in the third paragraph of your overview section the status of
the FDA review process and whether you are currently able to sell products in the US.

4. We note your disclosure in the third full paragraph on page 2 that you have not yet
determined what your reverse stock split ratio will be and that you intend the split to
occur immediately following the effectiveness of the registration statement.  Plea se
disclose the reverse stock split ratio.   Also, please tell us how this split will affect your
prospectus disclosure, including the last rep orted sale price of your common  stock
disclosed on the prospectus cover page.

Exhibit 5.1

5. Please file a revised  opinion of counsel  with all the blank information completed prior to
seeking acceleration of this registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequ acy 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 provide a written statement from the company
acknowledging that:

 should the Co mmission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated a uthority, 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 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ofir Paz
InspireMD, Inc..
October 18 , 2012
Page 3

You may contact Jay Mumford a t (202) 551 -3637 or Daniel Morris at 202-551-3314  with
any questions.

Sincerely,

 /s/ Daniel Morris for

  Amanda Ravitz
 Assistant Director

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