SecProbe.io

CORRESP
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May 4, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:   Division of Corporation
Finance,

Office of Life Sciences

VIA EDGAR

 Re: Medigus Ltd. (the “Company”)

Registration Statement
on Form F-3 (the “Registration Statement”)

Filed on April 21,
2020

File
No. 333-237774

Dear Madam or Sir:

We hereby provide the
following responses to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) concerning the above-referenced filing that was provided to the Company by the Staff in its letter
dated April 27, 2020 (the “Comment Letter”). To assist your review, we have retyped the text of the Staff’s
comment below in bold face type and have provided the Company’s response immediately following the comment.

Registration Statement on Form F-3 filed
April 21, 2020

General

 1. You do not appear to be eligible to omit the names of the selling securityholders prior to effectiveness
of the registration statement. Please revise or advise. Refer to General Instruction II.H to Form F-3.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Registration Statement was filed in
order to register the issuance by the Company, in a primary offering, of the Company’s American Depositary Shares (“ADSs”)
that are issuable upon the exercise of outstanding transferable warrants previously issued by the Company, as permitted pursuant
to General Instruction I.B.4. to Form F-3. The Company notes that the Registration Statement does not register the secondary offering
of those ADSs by the securityholders who receive the ADSs following exercise of the warrants. Therefore, the eligibility of the
Company to use Form F-3 via the Registration Statement does not require the inclusion of the names of selling securityholders pursuant
to General Instruction II.H to Form F-3, which is applicable to a secondary offering described under General Instruction I.B.3
to Form F-3. The Company advises that it has updated the Registration Statement in order to clarify that the Registration Statement
relates solely to the issuance of the ADSs pursuant to exercise of the Company’s outstanding transferrable warrants and not
to any secondary sale of such ADSs.

Should you wish to
discuss the aforesaid at any time, please do not hesitate to contact Dr. Shachar Hadar, Esq. of Meitar Law Offices (+972-3-610-3961).

    Sincerely,

    /s/
Liron Carmel

    Liron Carmel

    Chief Executive Officer

    Medigus Ltd.