SecProbe.io

Mail Stop 4720
February 12, 2016

Gal Cohen
President and Chief Executive Office r
MediWound Ltd.
42 Hayarkon Street
Yavne 8122745, Israel

Re: MediWound Ltd.
  Registration Statement on Form F-3
Filed  January 25, 2016
  File No.  333-209106

Dear Mr. Cohen:

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.

Prospectus Cover Page

1. It appears you may be relying on General Instruction I.B.5 of Form F -3 to register the
primary offering of securities covered by the registration statement.  As such, please
revise to disclose the a ggregate market value of your outstanding voting and non -voting
common equity, as well as the amount of all securities offered pursuant to General
Instruction I.B.5 of Form F -3 during the previous 12 months up to and including the date
of your prospectus.  We refer you to Instruction 7 to General Instruction I.B.5.

Selling Shareholders, page 4

2. As it appears that you may not be eligible to conduct a primary offering in reliance on
General Instruction I.B.1 of Form F -3, you do not appear to be eligible to omit the
information regarding selling shareholders in reliance on Rule 430B.  Please revise to

Gal Cohen
MediWound Ltd.
February 12, 2016
Page 2

 identify the selling shareholders and the number of shares each one is offering pursuant to
this prospectus, or advise.

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 respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 acceler ation 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 requested effective date of the
registration statement.

Gal Cohen
MediWound Ltd.
February 12, 2016
Page 3

 You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Joshua G. Kiernan, Esq.