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CORRESP
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June 24, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    Attention:
    Ms. Heather Percival

    Mr. Russell Mancuso

 Re: InspireMD,
Inc.

Amendment No.4 to Registration Statement
on Form S-1

Filed June 21, 2016

File No. 333-210760

Ladies and Gentlemen:

On behalf of InspireMD, Inc. (the “Company”
or “InspireMD”), we are writing to respond to the comments set forth in the comment letter of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated June 23,
2016 (“Comment Letter”), to James Barry, Ph.D., Chief Executive Officer of the Company, relating to the above
referenced Amendment No.4 to Registration Statement on Form S-1 (the “Registration Statement”). In connection
with this response to Comment Letter, the Company is contemporaneously filing via EDGAR a subsequent amendment to the Registration
Statement (“Amendment No.5”), responding to the Staff’s comments in Comment Letter and updating the Registration
Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in Amendment
No.5. References herein to page numbers are to page numbers in Amendment No.5.

The following are the Company’s responses
to Comment Letter. The Company’s responses are numbered to correspond to the Staff’s comments as numbered in Comment
Letter. For your convenience, each of the Staff’s comments contained in Comment Letter have been restated below in their
entirety, with the Company’s corresponding response set forth immediately under such comment.

Also enclosed, for the convenience of the
Staff, is a copy of Amendment No.5 which is marked to show changes from the relevant portions of the Registration Statement.

Prospectus Cover

 1. Please tell us why you deleted your disclosure regarding the assumed exercise price of the warrants.

Response:

The disclosure regarding the assumed
exercise price of the warrants has been deleted because the exercise price of the warrants will no longer be fixed at 125% of the
public offering price of the Preferred Stock and will not be determined until pricing of the offering, based on market conditions
and demand for the offered securities.

U.S. Securities and Exchange Commission

June 24, 2016

Page 2

Plan of Distribution, page 89

 2. We note your response to prior comment 3. Please
                                         confirm that any securities purchased in the distribution by any affiliate or associated
                                         person of the placement agent, as well as by the placement agent itself, will be acquired
                                         solely “for investment” purposes. For guidance, see Regulation M and Q&A
                                         no. 1 in Staff Legal Bulletin No. 9, Frequently Asked Questions Regarding Regulation
                                         M, on the Commission’s Web site at: http://www.sec.gov/interps/legal/mrslb9.htm..

Response:

The
Company confirms that any securities purchased
in the distribution by any affiliate or associated person of the placement agent, as well as by the placement agent itself, will
be acquired solely “for investment” purposes .

 3. We note your response to prior comment 4; however, please disclose all material relationships between the registrant and
the underwriter without limitation to the past 180 days. See Item 508(a) of Regulation S-K. We note, for example, your disclosure
on the cover of your March 16, 2016 Rule 424 filing that “Dawson James Securities, Inc. its officers and registered representatives
may participate in this offering on the same terms and conditions as the investors participating in this offering;” please
tell us whether Dawson James or any of its affiliates or associated persons participated in that offering in a capacity other than
underwriter. Also address clearly the extent that any securities held by the underwriter may be adjusted based on the market or
market price for your securities. In this regard, we note the deletion of your disclosure from the bottom of page 84 that the March
2016 placement agent warrants are identical to the March 2016 underwriter warrants.

Response:

The Company has revised the disclosure
on page 90 of Amendment No.5 to disclose all material relationships between the Company and Dawson James Securities, Inc. without
limitation to the past 180 days. None of Dawson James Securities, Inc. or any of its affiliates or associated persons participated
in the March 2016 offering in a capacity other than as an underwriter. None of the securities held by Dawson James Securities,
Inc. may be adjusted based on the market or market price for the Company’s securities, and the Company has restored the disclosure
from the bottom of page 84 that the terms of the March 2016 placement agent warrants are identical to the March 2016 underwriter
warrants.

 4. Please provide us an example demonstrating how the cashless exercise provision in exhibit 4.3 section 2(c) operates, and
explain in your response the purpose and effect of excluding from the definition of “value” the common shares underlying
the preferred shares included in the units.

Response:

The formula set forth in exhibit
4.3 section 2(c) has been revised: (i) to clarify that the common stock underlying the Preferred Stock included in the units is
part of the definition of the “Current Market Value” of a Unit; and (ii) to simplify the calculation.

The following is an example demonstrating
how the cashless exercise provision in exhibit 4.3 section 2(c) currently operates:

For purposes of this example, the Company has assumed
the following:

(a)          A Unit price of $35 per Unit to the public,
which would result in a $43.75 per Unit exercise price (“Exercise Price”) for the Placement Agent.

(b)          A Warrant exercise price of $0.35 per share.

(c)          Each Unit includes one share of Preferred Stock
(convertible into 100 shares of common stock) and warrants to purchase 100 shares.

U.S. Securities and Exchange Commission

June 24, 2016

Page 3

(d)          The Placement Agent makes a cashless exercise
of 100 Units at a time when the closing price of the Company’s common stock is $0.50 per share.

Based on the above assumptions, the cashless exercise
provision would result in the following number of shares of common stock being issued:

Formula:

Shares issuable on cashless exercise = (“Value”
of 100 Units) / “Current Market Price”

“Value” = (“Current Market Value”
per Unit x 100) - (“Exercise Price” x 100)

“Current Market Value” of a Unit = (“Current
Market Price” at time of exercise x 200) - (Warrant exercise price x 100)

Applying the Formula:

“Current Market Value” of a Unit: $65
= (0.50 x 200) - (0.35 x 100)

“Value”: $2,125 =
(65 x 100) - (43.75 x 100)

Shares issuable on cashless exercise: 4,250 = 2,125
/ 0.50

A revised Exhibit 4.3 has been
filed herewith, and below is Section 2(c)(i) of the revised exhibit:

(c)          Cashless
Exercise.

In lieu of
the payment of the Exercise Price multiplied by the number of Units for which this Unit Purchase Option is exercisable (and in
lieu of being entitled to receive Shares and Warrants) in the manner required by Section 2(a), the Holder shall have the right
(but not the obligation) to convert any exercisable but unexercised portion of this Unit Purchase Option into Units consisting
of Shares and Warrants (the “Conversion Right”) as follows:

(A)          Upon
exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise
Price in cash) that number of Shares equal to the quotient obtained by dividing (x) the Value of the portion of the Unit Purchase
Option being converted by (y) the Current Market Price of a Share.

(B)          The
“Value” of the portion of the Unit Purchase Option being converted shall equal the remainder derived by subtracting
(a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Unit Purchase Option
being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the
Unit Purchase Option being converted.

(C)          As used
herein, the term “Current Market Value” per Unit at any date means the remainder derived by subtracting (x) the
exercise price of the Warrants multiplied by the number of Shares issuable upon exercise of the Warrants underlying one Unit from
(y) the Current Market Price of the Shares multiplied by the number of Shares underlying the Preferred Shares and underlying
the Warrants included within one Unit.

U.S. Securities and Exchange Commission

June 24, 2016

Page 4

(D)          The
“Current Market Price” of a Share shall mean (i) if the Shares are listed on a national securities exchange
or quoted the OTC Bulletin Board (or any successor exchange or entity), the closing or last sale price of the Shares in the principal
trading market for the Shares on the last trading day preceding the day in question as reported by the exchange or the OTC Bulletin
Board, as the case may be; (ii) if the Shares are not listed on a national securities exchange or quoted on the OTC Bulletin
Board, but are traded in the residual over-the-counter market, the closing bid price for the Shares on the last trading day preceding
the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and
(iii) if the fair market value of the Shares cannot be determined pursuant to clause (i) or (ii) above, such price as
the Board of Directors of the Company shall determine, in good faith.

Exhibit 5.1

 5. Please file an opinion that reflects the offering as currently disclosed in your prospectus and that addresses all securities
in the fee table, including placement agent’s unit purchase option and the underlying units.

Response:

The Company has filed a new exhibit
5.1 with Amendment No.5 to address the comment above.

 6. Please file an opinion that clarifies when the warrants “will be” binding obligations of the registrant.

Response:

The Company has filed a new exhibit
5.1 with Amendment No.5 to address the comment above.

* * * * *

Please direct any questions or comments concerning this response
to the undersigned at (212) 659-4974.

    Very truly yours,

    Rick A. Werner, Esq.