SecProbe.io

October 7 , 2013

Via E -mail
Ofer Haviv
President and Chief Executive Officer
Evogene Ltd .
13 Gad Feinstein Street
Park Rehovot P.O.B. 2100
Rehovot 76121
Israel

Re: Evogene  Ltd.
Registration Statement on Form F-1
Filed  September  23, 2013
  File No. 333-191315

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated September  5,
2013  and have the following addition al 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 comments appl y 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 .

General

1. Please revise to remove the restrictive legend that follows the report of the independent
registered public accounting firm and the consent of the independent registered public
accounting firm prior to the planned effectiven ess of the Form F -1 registration statement .

Selected Consolidated Financial Data, page 32

2. Please revise your balance sheet data on page 33 to present balance sheet data as of
December 31, 2012.  Please note that under Item 4(a) of Form F -1 and Item 3.A o f Form
20-F, comparative information required for balance sheet data is satisfied by presenting
the balance sheet information as of the end of the most recent fiscal year.

Ofer Haviv
Evogene Ltd .
October  7, 2013
Page 2

 Use of Proceeds, page 33

3. When available, please also include the approximate amoun ts, in addition to the
percentages that you have included, that you will use towards your different uses of
proceeds.

Management’s Discussion and Analysis of Financial Condition, Page 34

Application of Critical Accounting Policies and Estimates, page 45

Share -Based Compensation, page 46

4. Please revise your discussion on page 46 of MD& A to disclose the number of stock
options that were granted during each period presented in the company’s financial
statements and disclose the fair values of the options that were granted each period.
Also, please revise to disclose the number, the signi ficant terms, and the fair value of the
stock options that were granted subsequent to June 30, 2013 as disclosed in Note 7a to
the company’s interim financial statements and disclose the significant assumptions that
were used to determine the fair value of  these stock option grants.

5. Also, please revise MD&A to disclose the amount of compensation expense you expect
to record in future periods with respect to the options granted subsequent to June 30,
2013.

6. Please revise your discussion on page 46 to inclu de a discussion of each significant factor
contributing to the difference between the fair value of the options granted during 2012
and 2013 and the estimated public offering price.  This discussion should generally
explain any significant intervening even ts and reasons for changes in assumptions, as
well as the weighting of expected outcomes that resulted in the changes in the fair value
of your shares and related stock -based compensation.  Refer to the guidance outlined in
section 14.13 of the AICPA Audit  and Accounting Guide, Valuation of Privately - Held -
Company Equity Securities Issued As Compensation .

Business, page 69

7. We believe that the disclosure on pages 74, 75 and 77 concerning the 2013 Phillips
McDougall analysis commissioned by you would be m ore appropriate in the Industry
Overview section.  Please also disclose that you commissioned the study and include
balancing disclosure to clarify that your business may not fully realize the revenue
potential .

Ofer Haviv
Evogene Ltd .
October  7, 2013
Page 3

 Principal Shareholders, page 98

8. We note that  the revised amounts of shares beneficially held by directors and officers as
of September 10, 2013,  as disclosed on page 98 do not appear to be calculated based
upon the amounts previously disclosed in your last amended draft registration statement,
as adjusted for the 2 for 1 reverse stock split.  Please tell us, and revise to disclose,
whether any additional shares of restricted stock or options were issued to such directors
and officers.  To the extent they have purchased or received additional shares as
compensation, please revise MD&A and the notes to your financial statements to disclose
such issuances, including how they were valued and accounted for in your financial
statements.  If no additional shares or stock options were issued to such parties since
August 20, 2013, please tell us how you calculated the amounts held by your directors
and executive officers as presented in the table at September 10, 2013.

June 30, 2013 Interim Financial Statements, page F -33

Consolidated Statements of Comprehensive Income, page F -34

Consolidated Statements of Changes in Equity, page F -35

Consolidated Statements of Cash Flows, page F -36

9. Please revise to remove the data for the year ended December 31, 2012 from your interim
consolidated statements of c omprehensive income, consolidated statements of cash flows,
and your consolidated statements of changes in equity.  In this regard, our prior comment
3 requested the presentation of comparative December 31, 2012 balance sheet data in the
statement of finan cial position only.  Please refer to the guidance outlined in IAS 34,
paragraph 20.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securitie s 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 adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement 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 respect
to the filing;

Ofer Haviv
Evogene Ltd .
October  7, 2013
Page 4

  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 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 o f 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 requested effective date of the
registration statement.

You may contact Heather Clark  at (202) 551 -3624  or Linda Cvrkel , Accounting Branch
Chief,  at (202) 551 -3813  if you have questions regarding comments on the financial statements
and related matters.  Please contact Ada D. Sar mento at (202) 551 -3798  or me at (202) 551 -3642
with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: Via E-mail
 Joshua G. Kiernan , Esq.