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    Evogene Ltd.

    13 Gad Feinstein Street, Park Rehovot

    Rehovot 7638517, Israel

      April 13, 2026

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Nicholas O’Leary

              Re:

                Evogene Ltd. (the “Company”)

                Registration Statement on Form F-3

                Filed March 26, 2026

                File No. 333-294650

        Dear Mr. O’Leary:

      Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-3 (File No. 333-294650) be accelerated by the
        Securities and Exchange Commission to 9:00 a.m., Eastern Daylight Time, on April 15, 2026 or as soon as possible thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

      We request that we be notified of such
          effectiveness by email to Jonathan M. Nathan, Adv., of Meitar Law Offices, at jonathann@meitar.com. Please also contact Mr. Nathan if you have any other questions or concerns regarding this matter.

      [Signature page follows]

            Sincerely,

            EVOGENE LTD.

            By:

            /s/ Ofer Haviv

            Name:

            Ofer Haviv

            Title:

            Chief Executive Officer and President

            cc:

            Polina Ravzin, VP Finance, Evogene Ltd.

            Howard E. Berkenblit, Esq.,
              Sullivan & Worcester LLP

            Brendan O’Brien, Esq.,
              Sullivan & Worcester LLP

              Mike Rimon, Adv., Meitar Law Offices

              Jonathan M. Nathan, Adv., Meitar Law Offices

            Elad Ziv, Adv., Meitar Law
                Offices

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2026

Ofer Haviv
Chief Executive Officer
Evogene Ltd.
13 Gad Feinstein Street, Park Rehovot
Rehovot 7638517, Israel

 Re: Evogene Ltd.
 Registration Statement on Form F-3
 Filed March 26, 2026
 File No. 333-294650
Dear Ofer Haviv:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Jonathan Nathan
</TEXT>
</DOCUMENT>

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    Evogene Ltd.

    13 Gad Feinstein Street, Park Rehovot

    Rehovot 7638517, Israel

    September 25, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

      Division of Corporation Finance

    Office of Industrial Applications and Services

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Conlon Danberg

            Re:

            Evogene Ltd.

            Registration Statement on Form F-1

            Filed September 19, 2024

            File No. 333-282218

    Dear Mr. Danberg:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Evogene Ltd. hereby requests that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that
      it will become effective at 9:00 a.m. Eastern time on September 27, 2024, or as soon as practicable thereafter.

    Please contact our outside counsel, Meitar Law Offices (Mike Rimon, Adv. at +972-3-6145822 or mrimon@meitar.com, Jonathan M. Nathan, Adv. at +972-3-610-3157 or jonathann@meitar.com, or
      Elad Ziv, Adv. at+972-3-6142613 or eladz@meitar.com) with any questions, and please notify them when this request for acceleration has been granted.

            Sincerely,

            EVOGENE LTD.

            By:

            /s/ Ofer Haviv

            Name: Ofer Haviv

            Title: President and Chief Executive Officer

            cc:

            Meitar Law Offices

              Mike Rimon, Adv.

              Jonathan M. Nathan, Adv.

              Elad Ziv, Adv.

September 24, 2024
Ofer Haviv
President and Chief Executive Officer
Evogene Ltd.
13 Gad Feinstein Street, Park Rehovot
Rehovot 7638517, Israel
Re:Evogene Ltd.
Registration Statement on Form F-1
Filed September 19, 2024
File No. 333-282218
Dear Ofer Haviv:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Mike Rimon, Esq.

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    EVOGENE LTD.

    13 Gad Feinstein Street, Park Rehovot

    Rehovot, Israel

    March 26, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:         Evogene Ltd.  (CIK 0001574565)

    Registration Statement on Form F-3 (File No. 333-277565) (the “Registration Statement”)

    Request for Acceleration of Effective Date

    Dear Sir or Madam:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Evogene Ltd. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on March 28,
      2024 at 4:15 p.m., Eastern Time, or as soon as practicable thereafter.

    The Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of
      the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the
      Registration Statement.

    The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Eric Victorson,
      Esq. of Sullivan & Worcester LLP at (212) 660-3092 and that such effectiveness also be confirmed in writing.

            Very truly yours,

            Evogene Ltd.

            By:

            /S/ Ofer Haviv

            Name:

             Ofer Haviv

            Title:

            President and Chief Executive Officer

United States securities and exchange commission logo
March 13, 2024
Ofer Haviv
Chief Executive Officer
Evogene Ltd.
13 Gad Feinstein Street, Park Rehovot, Rehovot
7638517, Israel
Re:Evogene Ltd.
Registration Statement on Form F-3
Filed March 1, 2024
File No. 333-277565
Dear Ofer Haviv:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Mike Rimon, Esq.

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      Evogene Ltd.

      13 Gad Feinstein Street,

      Park Rehovot P.O.B 2100

      Rehovot L3 76121 Israel

      March 1, 2021

      Via EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street NE

      Washington, D.C.  20549

      Attn: Jason Drory

      Re:          Evogene Ltd.

      Registration Statement on Form F-3

      Filed February 19, 2021

      File No. 333- 253300

      Ladies and Gentlemen:

      Evogene Ltd. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced registration statement pursuant to Rule 461 under the Securities Act
        of 1933, as amended (the “Securities Act”), so that it may become effective on March 3, 2021, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

      The Company understands that the Commission will consider this request for acceleration of the effective date of the above-referenced registration statement as a confirmation of
        the fact that the Company is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced registration
        statement.

                Very truly yours,

                  EVOGENE LTD.

                By:

              /s/ Dorit Kreiner

              Dorit Kreiner

                Chief Financial Officer

      cc:          Oded Har-Even, Esq.

      Howard E. Berkenblit, Esq.

United States securities and exchange commission logo
February 24, 2021
Ofer Haviv
President and Chief Executive Officer
Evogene Ltd.
13 Gad Feinstein Street, Park Rehovot, Rehovot
P.O. Box 4173, Ness Ziona 7414003, Israel
Re:Evogene Ltd.
Registration Statement on Form F-3
Filed February 19, 2021
File No. 333-253300
Dear Mr. Haviv:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

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         Evogene Ltd.

      13 Gad Feinstein Street,

      Park Rehovot P.O.B 2100

      Rehovot L3 76121 Israel

      August 6, 2020

      Via EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street NE

      Washington, D.C.  20549

      Attn: Alan R. Campbell

              Re:

              Evogene Ltd.

              Registration Statement on Form F-3

              Filed July 31, 2020

              File No. 333-240249

      Ladies and Gentlemen:

      Evogene Ltd. (the “Company”)
        hereby requests acceleration of the effectiveness of the above-referenced registration statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
            Act”), so that it may become effective on August 10, 2020, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

      The Company understands that the Commission will consider this request for acceleration of the effective date of
        the above-referenced registration statement as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering
        of the securities specified in the above-referenced registration statement.

              Very truly yours,

              EVOGENE LTD.

              By:

              /s/ Dorit Kreiner

              Dorit Kreiner

              Chief Financial Officer

      cc:          Oded Har-Even, Esq.

      Howard E. Berkenblit, Esq.

United States securities and exchange commission logo
August 5, 2020
Ofer Haviv
President and Chief Executive Officer
Evogene Ltd.
13 Gad Feinstein Street, Park Rehovot, Rehovot
P.O.B 4173, Ness Ziona, 7414002, Israel
Re:Evogene Ltd.
Registration Statement on Form F-3
Filed July 31, 2020
File No. 333-240249
Dear Mr. Haviv:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

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Acceleration Request

 November 18, 2013

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Re:
REQUEST FOR ACCELERATION OF EFFECTIVENESS

Evogene Ltd. (CIK No. 0001574565)

Registration Statement on Form F-1 (File No. 333-191315)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Evogene Ltd. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-191315), as amended, to 4:00 p.m., Eastern
Time, on Wednesday, November 20, 2013, or as soon thereafter as practicable.

 The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (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 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.

 Should you have any questions regarding this letter, please do not hesitate to contact Joshua Kiernan or Jessica Chen at
(212) 819-8503 of White & Case LLP, counsel to the Company.

 [Remainder of Page Intentionally Blank]

Sincerely,

EVOGENE LTD.

By:

 /s/ Sigal Fattal

Name:

Sigal Fattal

Title:

Chief Financial Officer

 November 18, 2013

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Evogene Ltd.

 Registration Statement on Form F-1 (SEC File No. 333-191315)

 Ladies and Gentlemen:

 In connection with the
above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Evogene Ltd. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern time, on November 20, 2013 or as soon thereafter as practicable.

 Pursuant to Rule 460
under the Act, please be advised that we have distributed approximately 3,000 copies of the Preliminary Prospectus dated November 6, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions
and others.

 In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that
they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 CREDIT SUISSE SECURITIES (USA) LLC

DEUTSCHE BANK SECURITIES INC.

 As Representatives

By:

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Spyros Svoronos

Name: Spyros Svoronos

Title: Managing Director

By:

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Francis Windels

Name: Francis Windels

Title: Managing Director

By:

 /s/ Benjamin Marsh

Name: Benjamin Marsh

Title: Director

November 15 , 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.
Amendment No. 4 to
Registration Statement on Form F-1
Filed  November  6, 2013
  File No. 333-191315

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated November 5 ,
2013  and have the following addition al comment s.

Prospectus Cover Page

1. Please revise the prospectus cover page and underwriting section to highlight that the
price of your securities offered pursuant to this registration statement may be affected by
the trading price of your securities traded on the Tel  Aviv Stock Exchange which served
as a basis for the pricing of the offered shares.

Financial Statements, page F -1

General

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

Ofer Haviv
Evogene Ltd .
November 15, 2013
Page 2

 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. Sarmento 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.

November 5 , 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.
Amendment No. 2 to
Registration Statement on Form F-1
Filed  October  28, 2013
  File No. 333-191315

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated October  21,
2013  and have the following addition al comments .

Management’s Discussion and Analysis of Financial Condition, Page 39

Application of Critical Accounting Policies and Estimates, page 53

Share -Based Compensation, page 54

1. We note from your response to our prior comment 1 that the public offering price of  your
common shares is currently expected to be determined at or around the public trading
price of your shares on the Tel Aviv Stock Exchange (the “TASE”) and not at a
significant premium to such trading price. We also note from your response that you wil l
provide necessary disclosures in response to our prior comment when the information is
available.  In this regard, please confirm that you will revise to discuss 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 for your common shares in the
United States.  This discussion should generally explain any significant intervening
events 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.  You may also include relevant disclosure explaining how your
expected IPO price for common shares to be issued in this offering compa res to your
recent trading price on the TASE.

Ofer Haviv
Evogene Ltd .
November 5 , 2013
Page 2

 Financial Statements, page F -1

General

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

Exhibits

3. Please have counsel file a legality opinion.  We may have additional comments upon
further review.

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. Sarmento 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.

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Response Letter

 November 6, 2013

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

 Attn: Loan Lauren
P. Nguyen, Special Counsel

Re:
Evogene Ltd.

 Registration Statement on Form F-1 (File No. 333-191315) filed on
October 28, 2013

 Dear Ms. Nguyen:

On behalf of our client, Evogene Ltd., an Israeli company (the “Company”), we transmit herewith Amendment No. 4 to the
above-referenced Registration Statement on Form F-1 (the “Registration Statement”) via the Electronic Data-Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission (the
“Commission”). The Registration Statement was initially submitted confidentially to the Commission on April 26, 2013 (CIK No. 0001574565). In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated November 5, 2013 (the “Comment Letter”).

Set forth below are the responses of the Company to the comments in the Comment Letter. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Defined terms used but not otherwise defined herein have the
meanings ascribed to such terms in Registration Statement.

 November 6, 2013

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

 Application of Critical Accounting Policies and Estimates, page 53

Share-Based Compensation, page 54

1.
We note from your response to our prior comment 1 that the public offering price of your common shares is currently expected to be determined at or around the public trading price of your shares on the Tel Aviv Stock
Exchange (the “TASE”) and not at a significant premium to such trading price. We also note from your response that you will provide necessary disclosures in response to our prior comment when the information is available. In this regard,
please confirm that you will revise to discuss 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 for your common shares in the United
States. This discussion should generally explain any significant intervening events 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. You may also include relevant disclosure explaining how your expected IPO price for common shares to be issued in this offering compares to your recent trading price on the TASE.

Response:

 The Company has revised the
disclosure on page 57 of MD&A to explain that the fair value of the ordinary shares used to calculate the fair value of its options is determined based on the price of the Company’s ordinary shares on the Tel Aviv Stock Exchange (the
“TASE”). The Company believes that the TASE trading price is an objective, third party determination of the fair value of the Company’s ordinary shares on the date of grant, similar to other companies with publicly traded shares.

The Company believes that disclosure of information of the type referenced in the Staff’s comment regarding significant factors
contributing to the difference between the fair value of options granted in the past and the estimated public offering price for the Company’s offering would be customary for a company conducting an IPO that had ordinary shares that are not
already widely traded in a highly liquid public market. Under that circumstance, when determining the fair value of options granted to employees, the fair value of the underlying ordinary shares would require significant judgment and, in many cases,
be material to the Company’s results of operations. In this case, determination of the fair value of the ordinary shares required no judgment on the part of management since that fair value was determinable based on the trading price of the
Company’s ordinary shares on the TASE.

 The Company further notes that a number of other TASE-listed companies have undertaken, or
sought to undertake, IPOs in the United States in recent years and in those offerings the relevant issuers did not include disclosure regarding significant factors contributing to the difference between the fair value of options granted in the past
and the estimated public offering price in the United States. The Company is not aware of any reason why the share price of the ordinary shares on the TASE does not provide the most appropriate basis (indeed, the only real basis) to determine the
fair value of its ordinary shares.

 Furthermore, although the Company had several positive announcements during that period, the Company
does not believe that it can directly point to specific factors which were responsible for movements in its share price over time.

 The
Company currently expects that the recent price of its ordinary shares on the TASE will be the principal factor to be considered in determining the offering price. To this end, the Company

 2

 November 6, 2013

has removed the placeholder for a price range on the cover of the prospectus and, instead, has added the closing price of its shares on the TASE on the most recent practicable date prior to
launch to calculate the expected offering amount. There is no current expectation that the IPO will price at a premium to the closing trading price on the TASE on the date of pricing. If circumstances change, the Company will immediately notify the
Staff.

 Financial Statements, page F-1

General

2.
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
effectiveness of the Form F-1 registration statement.

 Response:

The Company acknowledges the Staff’s comment and will 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 upon effecting the planned reverse share split, which is expected to occur prior to the planned effectiveness of the Form F-1 registration
statement.

 Exhibits

3.
Please have counsel file a legality opinion. We may have additional comments upon further review.

The opinion of Meitar Liquornik Geva Leshem Tal, Israeli counsel to the Company, as to the validity of the ordinary shares has been filed as
Exhibit 5.1 to the Registration Statement.

*        *        *

Please do not hesitate to contact Joshua Kiernan or Jessica Chen at (212) 819-8503 of White & Case LLP with any questions or
comments regarding this letter.

Sincerely,

 /s/ White & Case LLP

White & Case LLP

 3

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Response Letter

 October 28, 2013

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

 Attn: Loan Lauren
P. Nguyen, Special Counsel

Re:
Evogene Ltd.

Registration Statement on Form F-1 (File No. 333-191315) initially filed on September 23, 2013

Dear Ms. Nguyen:

 On behalf of our client,
Evogene Ltd., an Israeli company (the “Company”), we transmit herewith Amendment No. 2 to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) via the Electronic
Data-Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission (the “Commission”). The Registration Statement was initially filed on September 23, 2013. In this letter, we respond
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated October 21, 2013 (the “Comment Letter”).

Set forth below are the responses of the Company to the comments in the Comment Letter. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Defined terms used but not otherwise defined herein have the
meanings ascribed to such terms in Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 40

 Application of Critical Accounting Policies and Estimates, page 54

Share-Based Compensation, page 55

 October 28, 2013

1.
We note from your response to our prior comment 6 that you do not believe our comment regarding differences between the fair value of options granted and the estimated public offering price is applicable. Although
your stock is publicly traded on the Tel Aviv Stock Exchange, we continue to believe that 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 for your offering in the United States would be useful to investors. This discussion should generally explain any significant intervening events 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. You may also include relevant disclosure as to how your expected IPO price for the NYSE listing compares to your recent trading price on the
TASE.

 Response:

The Company acknowledges the Staff’s comment and notes that it and the underwriters have not yet determined the estimated
public offering price or price range of the shares or the amount of shares to be offered. Further to the Company and the undersigned’s telephone conversation with the Staff, the Company notes that the public offering price of the Company’s
shares is currently expected to be determined at or around the public trading price of the Company’s shares on the Tel Aviv Stock Exchange (the “TASE”), and not at a significant premium to the public trading price on the TASE. The
Company will provide any necessary additional disclosure in response to the Staff’s comment when available.

 Financial Statements, page F-1

 General

2.
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
effectiveness of the Form F-1 registration statement.

 Response:

The Company acknowledges the Staff’s comment and will 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 upon effecting the planned reverse share split, which is expected to occur one day before pricing and prior to the planned
effectiveness of the Form F-1 registration statement.

*         *         *

 2

 October 28, 2013

Please do not hesitate to contact Joshua Kiernan or Jessica Chen at (212) 819-8503 of White & Case LLP with any questions or
comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

 3

October 21 , 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.
Amendment No. 1 to
Registration Statement on Form F-1
Filed  October  11, 2013
  File No. 333-191315

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated October  7,
2013  and have the following addition al comments .

Management’s Discussion and Analysis of Financial Condition an d Results of Operations, p age 40

Application of Critical Accountin g Policies and Estimates, page 5 4

Share -Based Compensation, page 55

1. We note from your response to our prior comment 6 that yo u do not believe our comment
regarding differences between the fair value of options granted and the estimated public
offering price is applicable.  Although your stock is publicly traded on the Tel Aviv Stock
Exchange, we continue to believe that a discus sion 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 for your offering in the United States would be useful
to investors.  This discussion should generally explain any significant intervening events
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. You may al so include relevant disclosure as to how your expected IPO
price for the NYSE listing compares to your recent trading price on the TASE.

Ofer Haviv
Evogene Ltd .
October  21, 2013
Page 2

 Financial Statements, page F -1

General

2. Please revise to remove the restrictive legend that follows the report o f the independent
registered public accounting firm and the consent of the independent registered public
accounting firm prior to the planned effectiveness of the Form F -1 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. Sarmento 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.

CORRESP
1
filename1.htm

SEC Response Letter

 October 11, 2013

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

 Attn: Loan Lauren
P. Nguyen, Special Counsel

Re:
Evogene Ltd.

 Registration Statement on Form F-1 (File No. 333-191315) filed on
September 23, 2013

 Dear Ms. Nguyen:

 On behalf of our client, Evogene Ltd., an Israeli company (the “Company”), we transmit herewith Amendment No. 1 to
the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) via the Electronic Data-Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission (the
“Commission”). The Registration Statement was initially submitted confidentially to the Commission on April 26, 2013 (CIK No. 0001574565). In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated October 7, 2013 (the “Comment Letter”).

Set forth below are the responses of the Company to the comments in the Comment Letter. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Defined terms used but not otherwise defined herein have the
meanings ascribed to such terms in Registration Statement.

 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
effectiveness of the Form F-1 registration statement.

 Response:

The Company acknowledges the Staff’s comment and will 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 upon effecting the planned reverse share split, which is expected to occur one day before pricing and prior to the planned
effectiveness of the Form F-1 registration statement.

 Selected Consolidated Financial Date, 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 of 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.

Response:

 In response to
the Staff’s comment, the Company has revised its balance sheet data on page 39 to present balance sheet data as of December 31, 2012.

 Use
of Proceeds, page 33

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

Response:

 The Company
acknowledges the Staff’s comment and will include the approximate amounts the Company will use towards the different uses of proceeds, based on the percentages noted, once a price range has been determined.

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 significant 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.

Response:

 In response to
the Staff’s comment, the Company has revised page 56 to disclose the number of options that were granted during each period presented in the Company’s financial

 2

statements and the fair values of the options that were granted each period. The Company has also revised page 56 to disclose the number and the fair value of the options that were granted
subsequent to June 30, 2013 as disclosed in Note 7a to the Company’s interim financial statements. The Company has augmented the disclosure on page 56 to disclose the significant assumptions used to determine the fair value of the options.
As described in detail in the Company’s response to Comment 6 below, the Company believes that the fair value of its ordinary shares is appropriately derived from the price on the Tel Aviv Stock Exchange.

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.

Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 56 to disclose the amount of
compensation expense it expects 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 include 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 events 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.

Response:

 The Company
believes that disclosure of information of the type referenced in the Staff’s comment in the critical accounting policy section of the MD&A would be customary for a Company conducting an IPO or that had ordinary shares that are not already
widely traded in a public market. Under such circumstances, when determining the fair value of options (or other equity compensation) awarded to employees, the fair value of the underlying ordinary shares would require significant judgment and, in
many cases, be material to the Company’s results of operations. In this case, however, determination of the fair value of the ordinary shares required no judgment on the part of management since that fair value was determinable based on the
trading price of the Company’s ordinary shares on the Tel Aviv Stock Exchange.

 The Company currently expects that the
recent price of its ordinary shares on the Tel Aviv Stock Exchange will be the principal factor to be considered in determining the offering price. Nevertheless, subject to certain conditions, the Company believes that the offering price could be
higher or lower than the relevant price on the Tel Aviv Stock Exchange. If the Company offers shares pursuant to the Registration Statement at a premium to the trading price on the Tel Aviv Stock Exchange, it will be based on demand by investors in
the United States and their assessment of the Company’s operating results and future prospects. The Company does not, however, believe that this in any way calls into question its previous determinations of the fair market value of its ordinary
shares based on their trading price on the Tel Aviv Stock Exchange.

 3

 The trading market for the Company’s ordinary shares on the Tel Aviv
Stock Exchange is highly liquid. For example, in the four week period ended August 31, 2013, the average weekly trading volume was 371,353 shares representing weekly trading of approximately 2.0% of the Company’s outstanding shares. Over
8% of the Company’s outstanding ordinary shares were traded in the month of August 2013 as a whole. (The Company deliberately did not use September 2013 for this example because the results are distorted by the number of Jewish holidays during
which there is no or diminished trading on the Tel Aviv Stock Exchange.)

 The Company is not aware of any reason why the
share price of its ordinary shares on the Tel Aviv Stock Exchange does not provide the most appropriate basis (indeed, the only real basis) to determine the fair value of its ordinary shares. Prior to the closing of the offering, it would be
premature to attribute any value to a possible future increase in the fair value of the ordinary shares, which has yet to be realized and may never be realized.

The Company respectfully advises the Staff that it does not believe that section 14.13 of the AICPA Audit and Accounting Guide,
Valuation of Privately-Held-Company Equity Securities Issued As Compensation, which is guidance for privately held companies, is applicable to the Company, as the Company’s ordinary shares are already widely traded in a public market.

 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 more 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.

Response:

 In response to
the Staff’s comment, the Company has moved the 2013 Phillips McDougall analysis to the Industry Overview section and added disclosure regarding commissioning the study on page i as well as balancing disclosure on pages 31 and 59 to clarify that
the Company’s business may not fully realize the revenue potential.

 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.

 4

 Response:

The Company respectfully advises the Staff that the revised amounts of shares beneficially held by directors and officers as of
September 10, 2013 differs from the amounts previously disclosed in the last amended draft registration statement due to a number of options previously granted to such directors and officers having vested in the interim. Therefore, for purposes of
the disclosure in the table on page 123, the Company included in the calculation shares subject to options or warrants that were exercisable or exercisable within 60 days of September 10, 2013 to be beneficially owned by such directors and officers.
The Company has further revised the disclosure in the table and footnotes to reflect such holdings as of September 30, 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 comprehensive 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 financial position only. Please refer to the guidance outlined in IAS 34, paragraph 20.

 Response:

In response to the Staff’s comment, the Company has removed the data for the year ended December 31, 2012 from its interim
consolidated statements of comprehensive income, consolidated statements of cash flows, and consolidated statements of changes in equity.

*    *    *

Please do not hesitate to contact Joshua Kiernan or Jessica Chen at (212) 819-8503 of White & Case LLP with any questions or comments
regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

 5

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.

September 5 , 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.
Amendment  No. 3  to
Confidential Draft Registration Statement on Form F-1
Submitted  August  22, 2013
  CIK  number  0001574565

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated July 24 , 2013
and have the following addition al comments .

General

1. Please include a currently dated consent of the independent reg istered public accounting
firm as an exhibit upon the filing  of your Form F-1 registration statement .

Capitalization, page 29

2. We note  from the disclosure in the second bullet point on page 29 that you will complete
a reverse stock split immediately prior to the closing of the offering.  Please revise your
earnings per share and related disclosures throughout the registration statement t o give
retrospective effect to this reverse stock split. Refer to the guidance outlined in paragraph
64 of IAS 33 and SAB Topic 4C.

June 30, 2013 Interim Financial Statements, page F -34

Consolidated Balance Sheets, page F -34

3. We note the presentation of your financial position at June 30, 2013 and June 30, 2012.
Please revise to present comparative information at your most recently completed fiscal
year, or December 31, 2012.  Refer to the guidance outlined in IAS 34, paragraph 20.

Ofer Haviv
Evogene Ltd .
September 5 , 2013
Page 2

 Note 6. Subsequent Ev ent, page F -48

4. Please revise Note 6 to disclose the exercise prices of the options granted on July 17,
2013 in US dollars, your reporting currency. Also, please revise Note 6 to disclose the
method and significant assumptions used to determine the fair value of these stock based
compensation grants.

Item 7. Recent Sales of Unregistered Securities

5. Please revise to provide the correct exercise price converted to US Dollars on August 20,
2013.  In this regard, we note that the exercise prices in US Dollar s appear to have been
converted at a rate of $1USD = NIS 3.62 rather than the disclosed exchange rate of 3.568.
Also, please revise your disclosure in Item 7 to disclose the number and specific terms of
the options granted on July 17, 3013 as disclosed in Note 6 to your interim financial
statements.

You may contact Heather Clark  at (202) 551 -3624  or Linda Cvrkel  at (202) 551 -3813  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento 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.

July 24, 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.
Amendment  No. 2  to
Confidential Draft Registration Statement on Form F-1
Submitted  July 11, 2013
  CIK  number  0001574565

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated June 17 , 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statemen t, we may have  additional
comments.

General

1. We note that the prospectus contains a number of blanks.   In this regard, we note that the
Use of Proceeds  section on page 26 and Principal Shareholders table on page 96  contain
blanks which may not be omitted pursuant to Rule 430A o f the Securities Act.   Please
update these sections in a future amendment .

2. Before to effectiveness, please file your material agreements and legality opinion for
review .

3. Please include a currently dated consent of the independent reg istered public accountin g

Ofer Haviv
Evogene Ltd .
July 24 , 2013
Page 2

 firm as an exhibit upon the filing  of your Form F-1 registration statement .

Capitalization, page 35

4. We note from the disclosure in the second bullet point on page 35 that the company will
complete a reverse stock split immediately prior to the closing of the offering.  Please
revise the company’s earnings per share and related disclosures throughout the
registration statement to give retrospective effect to this reverse stock split. Refer to the
guidance outlined in paragraph 64 of IAS 33 and SAB Topic 4C.

Contractual Commitments and Contingencies, page 54

5. The amount of liabilities in respect of grants from the Chief Scientist as reflected in the
table on page 54 of $4,062 at December 31, 2012 does not agree to the amount reflected
in the company’s consolidated balance sheet at this date of $3,651.  Please reconcile and
revise these disclosures.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

You may contact Heather Clark  at (202) 551 -3624  or Linda Cvrkel  at (202) 551 -3813  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento 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.

June 17 , 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.
Amendment  No. 1 to
Confidential Draft Registration Statement on Form F-1
Submitted  June 3 , 2013
  CIK  number  0001574565

Dear Mr. Haviv :

We have reviewed your response to our prior comment letter to you dated May 23, 2013
and have the following addition al comments .

General

1. We note your response to our prior comment 2.   Please revise the second paragraph in
this section to clarify, consistent with your response, that it is your belief that the
company has a leading position in the field of plant genomi cs.  Similarly , revise under
“Business,” at page 70, and throughout your prospectus .  Also clarify whether you are a
leading plant genomics company in Israel or in the overall industry.

2. Please include a currently dated consent of the independent reg istere d public accounting
firm as an exhibit upon the filing  of your Form F-1 registration statement .

Prospectus Summary, page 1

Our Business, page 1

3. We note your response to our prior comment 3.  Please revise to briefly expla in plant
“genomics” on page 1 .

Ofer Haviv
Evogene Ltd .
June 17 , 2013
Page 2

 Our Strengths, page 2

4. Please revise to remove the reference to  “unique” computational technologies in this
section and on page 99 or state that this is your belief .

Industry Background, page 2

5. We note your response to our prior comment  13.  We believe that the Summary section
should briefly disclose material information about your business and the securities
offered pursuant to this registration statement.  We believe that the chart on page 3 is
more appropriate in the Industry Overview  section as the revised disclosure appears to
repeat disclosure that is currently on page 58.  Please revise.

Risk Factors, page 4

6. Please disclose your net losses with parentheses.  Revise here and throughout the
prospectus accordingly.

Use of Proceeds,  page 29

7. We note your response to our prior comment 18 that you will use proceeds from the
offering to invest in your ag -chemical and Evofuel operations.  Please disclose the
amounts from proceeds that you will use towards your ag -chemical and Evofuel
operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
41

Liquidity and Capital Resources, page 52

Contractual Commitments and Contingencies, page 55

8. We note your revised disclosure indicating that you have  reflected the amounts of
contractual obligations and commitments at March 31, 2013.  However, the amounts in
the table appear to represent the amounts presented in your financial statements at
December 31, 2012.  Please reconcile and revise the amounts pr esented in the table on
page 55 to the amounts reflected in your March 31, 2013 financial statements.

Industry Overview, page 60

9. We note the added disclosure in response to our prior comment 24.  Please clarify that
you have not entered into any collaboration agreements with respect to your ag -chemical
operations.

Ofer Haviv
Evogene Ltd .
June 17 , 2013
Page 3

 Limited Grain Supply, page 62

10. Please define OECD the first time tha t it is used.

Key Collaborations, page 85

11. We note your response to our prior comment 27.  Please disclose that portions of the
payments for the equity purchases by Monsanto and Bayer were considered to be
advances on your collaborative research projects.

Principal Shareholders, page 120

12. We note your response to our prior comment 33 , but we were not able to locate the new
disclosure.  Please identify the individual or individuals who have voting and dispositive
power with respect to the shares held by Mo nsanto Company.

Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

Consolidated Statements of Changes in Equity, page F -5

13. We note your revised disclosure on page F -14 in response to our prior comment 39.
However, given that the amoun t in the line item titled “Reserve - transaction with former
controlling shareholder” represents not only the forgiveness of a loan accounted for as a
capital contribution but also reflects the issuance of your stock as payment for a license
right, please f urther revise note 2 to explain not only the forgiveness of the loan, but also
the nature of all items presented in the reserve.  Refer to IAS 1, paragraph 79(b) and to
the disclosure requirements outlined in paragraphs 12 through 22 of IAS 24.

Notes to C onsolidated Financial Statements, page F -8

Note 2 :-Significant Accounting Policies

d. Functional currency, reporting currency and foreign currency, page F -9

14. We note your response to our prior comment number 41. Please expand your disclosures
in footnote  2d to explain the various factors considered in determining that the US dollar
is your functional currency. Your revised disclosure should be in a level of detail
consistent with that provided in your response to our prior comment number 41.

Ofer Haviv
Evogene Ltd .
June 17 , 2013
Page 4

 Note 5: -Major Collaboration Agreements, page F -17

15. We note your responses to prior comments 43 and 44.  Please provide the following with
regards to the Monsanto and Bayer share purchase and collaboration agreements:

 Please tell us whether the pricing for the upfr ont payments, periodic payments and
milestone payments provided for under the collaboration agreements with Monsanto
and Bayer are more favorable than they would be if not for the stock purchase
agreement.  Specifically, tell us whether you have similar ag reements with any other
customers and explain in detail how the pricing under these other agreements
compare to those for Bayer and Monsanto.
 Explain the business reasons for the share purchase agreements that resulted in
Monsanto and Bayer acquiring an ow nership interest in Evogene.  In this regard,
please tell us which party requested the stock purchase agreements in connection with
the collaboration agreements and explain the business purpose for such arrangements.
Your response should clearly explain w hy the share purchase agreements and
collaboration agreements were each contingent upon the signing of the other.
 Please explain to us and disclose in Note 5 in further detail how you determined the
portion of the increase in value of the amended put optio n with Monsanto of $727
that was recorded as share premium and the amount of $2,604 that was attributed as
deferred revenue to be recognized as revenue from research and development services
over the term of the agreement.
 As requested in our prior comment s, please revise Note 5 to disclose the amounts of
the various types of revenues recognized in your financial statements during each
period presented under the collaboration agreements with Monsanto and Bayer. Your
revised disclosures should be presented i n a level of detail consistent with that
provided in your responses to our prior comments number 43 and 44.

Part II, Item 7. Recent Sales of Unregistered Securities

16. We note that you have updated the NIS to USD exchange rate to the date of March 31,
2013.   However, we note that the USD prices in the table continue to reflect the exchange
rate of 1 USD = 3.733 NIS per your original F -1.  Please revise or advise .

Ofer Haviv
Evogene Ltd .
June 17 , 2013
Page 5

 You may contact Heather Clark  at (202) 551 -3624  or Linda Cvrkel  at (202) 551 -3813  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento 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.

May 23 , 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.
Draft Registration Statement on Form F-1
Submitted  April  26, 2013
  CIK  number  0001574565

Dear Mr. Haviv :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments .

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us mock -
ups of any pages that include any additio nal pictures or graphics to be presented.
Accompanying captions, if any, should also be provided.  We may have comments after
reviewing the materials.

2. We note the following phrases: “ leadership position in the field of plant genomics ,”
“leading proprieta ry computational technologies ,” found at page 2 ; “highly scalable ,”
“strong intellectual property portfolio ,” found at page 3;  “our technological leadership ,”
found at page 4 ; and similar references.  These statements appear to contain  marketing
language and are  subjective.  Please revise to state that they are your belief, substantiate

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 2

 the statements to us or remove such statements  or assertions .  Similarly revise under
“Business,” at page 65, and throughout your prospectus .

3. Please revise to define ind ustry terms and jargon such as “abiotic” and “biotic” in the
initial instances that they are used so that investors who do not work in your industry can
understand the disclosure .

4. Please provide a reasonably itemized statement of the major categories of expenses
incurred in connection with the issuance and distribution of the ordinary shares to be
offered.  The information may be given subject to future contingencies.  If the amounts of
any items are not known, estimates (identified as such) shall be give n.  Refer to Item
9.F.2 of Form 20 -F.

5. Please disclose Israeli governmental laws, decrees, regulations or other legislation, if any,
which may affect the import or export of capital, including the availability of cash and
cash equivalents.  Refer to Item 10.D.1 of Form 20 -F.

6. We note your disclosure on page 72 that you commissioned a 2010 life -cycle analysis
from Symbiotic Engineering.  Please tell us why you believe you are not required by Rule
436 to file a consent  from Symbiotic Engineering  as an exhibi t to the registration
statement.  Alternatively, include the consent with your next amendment .  Please advise
whether any of the other market and industry data provided by the listed sources were
commissioned by you.  If so, please file consents pursuant t o Rule 436 of the Securities
Act as exhibits to your registration statement.   Please revise the citations to the market
and industry data to include  the names of all reports .

7. Please update the fin ancial statements as necessary to comply with Item 8A of Form 20 -
F.

8. Please include a currently dated consent of the independent reg istered public accounting
firm as an exhibit upon the filing  of your Form F-1 registration statement .

Prospectus Summary, page 1

9. We note that you have described your competitive  strengths here.  Please balance the
disclosure in the summary by disclosing the company’s losses in recent periods, the
capital -intensive nature of your business, the development stage of some of your
operations and your other key risks.  We also note, fo r example, the effects that negative
publicity regarding genetically modified crops and biotechnology products may have on
your operations and revenues.  Further disclose that it will take at least six years before
the first seeds complete the development process and become commercially viable.
Additionally, please provide similar disclosure on page 65 .

10. Please revise to refrain from using terms such as “successful” and “success” to describe

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 3

 your relationships with your collaborators.  We note that you have not received payments
from sales royalties generated by your collaborators and have incurred recent net losses.

11. Please clarify that you have not entered into any collaboration agreements in your ag -
chemical operations and that you have not generated any revenues from seed sales to
agricultural companies for biodiesel.

Our Strengths, page 2

12. Please revise to balance the disclosure that while you expect to receive revenues from
sales royalties generated by your collaborators you have not received such revenues to
date and that you cannot guarantee that you will receive such payments.  Also note the
extensive period of time before you may receive any payments from sales royalties
generated by your collaborators.  Revise pages 66, 70, 74 and throughout th e prospectus
accordingly.

Industry Background, page 3

13. Please revise the paragraph concerning the growth in the global seed market  to remove
references to compound growth rates or include the intervening yearly growth numbers
here.   Please refrain from re ferring to compound growth rates, as these appear to
represent two discrete snapshots in time but do not show trends or events during the
period represented.

Risk Factors, page 9

We may not be able to protect our intellectual property rights throughout t he world, page 18

14. We note your statement on page 95 that China is one of the countries in which you
operate and seek to protect your intellectual property rights.  Accordingly, disclose in this
risk factor that China has historically not protected a compa ny’s intellectual property
rights to the same extent as the United States.

Our U.S. shareholders may suffer adverse tax consequences, page 24

15. It appears that you have included legal conclusions in the disclosure under this risk
factor.  Please revise or attribute the opinions to legal counsel .

We are an emerging growth  company, page 2 5

16. We note your disclosure on page 55 that you have irrevocably elected to opt out of the
extended transition period for complying with new or revised accounting standards
pursuant to Section 107(b) of the JOBS Act .  However, in this risk factor , you state  that
you “may” take advant age of certain exemptions from various requirements that are

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 4

 applicable to other public companies that are not “emerging growth companies.”   Please
revise to clarify.
Price Range of Our Ordinary Shares, page 32

17. We note that you have provided the annual hi gh and low market prices for your ordinary
shares for the 2010, 2011 and 2012 full financial years.  Please provide the annual high
and low market prices for your ordinary shares for the 2008 and 2009 full financial years.
Refer to  Item 9.A.4(a) of Form 2 0-F.

Use of Proceeds, page 33

18. While you state in certain instances that you have no specific plans for the proceeds, you
also state on pages 11 and 12 that you may use a significant portion of proceeds to invest
in the infrastructure to develop ag -chemic al products and Evofuel.  Please reconcile.  If
you have no specific plans for the proceeds, please discuss the principal reasons for the
offering.  Refer to Item 3.C.1 of Form 20 -F.  As applicable, revise the related risk factor
on page 26 accordingly.

Capitalization, page 35

19. Please note that when you file your registration statement on EDGAR, you will have to
update your capitalization table as of a date no earlier than 60 days prior to the filing of
the registration statement.  See Item 3.B of Form 20 -F.

20. The “cash and cash equivalents” item is technically not part of the capitalization table.
Therefore, revise the first sentence to state that the following table sets forth your
capitalization together with your “cash, cash equivalent and marketable se curities.”

Selected Consolidated Financial Data, page 38

21. Please revise to present five years of data as required by Item 3.A. of Form 20 -F or
disclose that you are unable to do so without unreasonable effort or expense.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

Comparison of Period to Period Results of Operations, page 45

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 48

Cost of Revenues, page 48

22. Please clarify you r statement that “the increase in cost of revenues was in line with the
increase in revenues for the same period” given that revenues increased 18.6% from 2010

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 5

 to 2011 while cost of revenues increased 41.9% for the same period .

Contractual Commitments and  Contingencies, page 52

23. Please revise your table of contractual obligations and commitments to include amounts
due under non -cancellable operating leases as disclosed in Note 15 to your financial
statements.

Industry Overview, page 56

24. Please revise to i nclude a more detailed discussion of how  the market  trends discussed in
this section  have impacted you r revenues and results of operations in recent periods along
with any reasonable expectations regarding future periods .

Business, page 65

Our Business, page 65

25. We note that you are in the developmental stages with your ag -chemical and seeds for
feedstock for biodiesel operations.  Please further revise the Business section to describe
the estimated timelines and costs to expand these two operations.

Com putational Technologies, page 77

26. Please revise the second paragraph to clarify that the claims regarding your
computational technologies are the beliefs of management.

Key Collaborations, page 80

27. With respect to the original share purchase agreements with Monsanto and Bayer, please
clarify whether the payments for the equity purchases were considered to be advances on
your collaborative research projects.

28. You describe a number of agreements  related to your “key collaborations”  in this section
that app ear to be material contracts but were not filed as exhibits to the registration
statement.  These agreements are with , for example, DuPont, Syngenta, SLC Agricola
and T6 .  Please file these as exhibits with your next amendment or explain why you are
not re quired to do so .

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 6

 DuPont, page 84

2007 Collaboration Agreement, page 84

29. Please tell us the impact of the 2012 notice from DuPont of its election not to further
evaluate the genes in soybeans.  In this regard, we note that your collaboration agreement
was specifically focused on corn and soybeans.  Please tell us the amount of any deferred
revenue recorded in your financial statements for the soybean collaboration that would
not be realized as a result of DuPont’s discontinuance of the program  and clearly explain
if any losses were recorded, amounts written off or expenses incurred.  To the extent no
such expenses or losses were recognized as a result of DuPont’s decision, please explain
why.

Facilities, page 97

30. Please disclose the material t erms for the leases discussed in this section.   It appears that
you have filed them as material agreements with your registration statement.

Board of Directors, page 102

31. Please clarify the distinction between external directors and independent directors.

Principal Shareholders, page 114

32. Please provide the exercise price, the purchase price, if any, and the expiration date for
the options identified in the footnotes.  Refer to Item 6.C. of Form 20 -F.

33. Please identify the individual or individuals who hav e voting and dispositive power with
respect to the shares held by Monsanto Company .

Description of Share Capital, page 119

34. Please d isclose whether Is raeli law or your articles of association  allow for the issuance
of preferred stock or the adoption of other “poison pill ” measures that could prevent a
takeover attempt and thereby preclude shareholders from realizing a potential premium
over the market value of their shares .

Taxation and Gover nment Programs, page 123

35. The tax considerations discussed in this section appear to be material to investors.  You
also state on page 130 that you do not expect that you will be classified as a PFIC for the
taxable year ending December 31, 2013.  Pursuant  to Item 601(b)(8) of Regulation S -K, a
tax opinion is required where the tax consequences are material to an investor and a
representation as to tax consequences is set forth in the filing.  Please provide a tax

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 7

 opinion or explain why you believe an opini on is not required .

36. Please revise throughout this section to state that stockholders are encouraged to consult
their own tax advisors, rather than stating that they “should” consult their own tax
advisors.

United States Federal Income Taxation, page 131

37. Please briefly describe the mark -to-market treatment that, if elected, could mitigate some
of the adverse tax consequences for a U.S. holder of your securities should you be
classified as a PFIC.

Underwriting, page 133

38. Please provide the address of th e underwriters.  Refer to Item 9.B.1 of Form 20 -F.

Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

Consolidated Statements of Changes in Equity, page F -5

39. We note the presentation in your consolidated balance sheets and statements of changes
in equity of the line item entitled “Reserve - transaction with former controlling
shareholder.”  Please tell us and explain in the notes to your financial statements the
nature of this item, including when and how it originated and how the amoun t reflected in
this reserve was calculated or determined.

Consolidated Statements of Cash Flows, page F -6

40. Please explain why the amount disclosed in your supplemental disclosure of non -cash
investing and financing activities for the modification of put o ption on page F -7 is $7,764
when it appears this amount represents the value of the put option at December 31, 2011
rather than the 2011 modification to the put option as indicated in the statements of
changes in equity on page F -5 of $3,331.  Please advis e or revise.

Notes to Consolidated Financial Statements, page F -8

Note 2: -Significant Accounting Policies, page F -8

d. Functional currency, reporting currency and foreign currency, page F -9

41. We note from the disclosure on page F -9 that the company’s fun ctional currency is the
U.S. dollar.  Given the disclosure on page 28 which indicates that approximately 72% of

Ofer Haviv
Evogene Ltd .
May 23 , 2013
Page 8

 your revenues are denominated in US dollars while approximately 90% of your expenses
were incurred in NIS, please explain in further detail why you believe the U.S. dollar is
your functional currency.  As part of your response and your revised footnote disclosure,
please explain how you considered the various factors outlined in paragraphs 9 through
14 of IAS 21 in determining that the U.S. dollar  is your functional currency.

l. Revenue Recognition, page F -11

42. We note the disclosure on page 42 concerning your recognition of up -front payments.
Please revise your revenue recognition policy in the notes to your financial statements to
disclose your revenue recognition policy with regards to this revenue stream.

Note 5: -Major Collaboration Agreements, page F -1