SecProbe.io

Mail Stop 3030
May 11, 2016

Via E -mail
Alan Milinazzo
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Registration Statement on Form S-1
Filed  April 14, 2016
  File No.  333-210760

Dear Mr. Milinazzo:

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 .  If you do not believe our com ments 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, w e may have  additional comments.

Fee Table

1. Please revise your fee table to include the proposed maximum aggregate offering price
for each class of securities registered for sale.  See the Note to the Calculation of
Registration Fee section on Form S -1.

Prospectus

2. Please revise your filing to include all information except that which can be excluded
pursuant to Rule 430A.  For example , we note that you have omitted  the number of series
B convertible preferred shares  and warrants to be offered, as well as the number of
common shares underlying the preferred shares and warrants offered .

Alan Milinazzo
InspireMD, Inc.
May 11 , 2016
Page 2

 Underwriting, page 87

3. We note your disclosure that the underwriter “may participate in this offering on the same
terms and conditions as the investors participating in this o ffering.”  If the underwriter is
purchasing the offered securities on a firm -commitment basis, the nature and extent of
this additional participation is unclear.  Please tell us the type of activity contem plated by
the underwriter and related persons that forms the basis of this disclosure.  Also tell us
about all other material relationships between the registrant and the underwriter,
including previous transactions.

We urge all persons who are responsibl e for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing 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 al l facts relating to a company’s disclosure, 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 state ment , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respec t
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 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 regar ding 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 proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requeste d effective date of the
registration statement.

Alan Milinazzo
InspireMD, Inc.
May 11 , 2016
Page 3

 Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP