SecProbe.io

CORRESP
 1
 filename1.htm

 InspireMD,
Inc.

 6303
Waterford District Drive Suite 215

 Miami,
Florida 33126

 August
12, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 InspireMD,
 Inc. (CIK 0001433607)

 Registration
 Statement No. 333-289292 on Form S-3 (the "Registration Statement")

 Ladies
and Gentlemen:

 InspireMD,
Inc. (the " Registrant ") 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 14, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Raffael Fiumara at (305) 579-0532. The Company hereby authorizes Mr. Fiumara to orally modify or
withdraw this request for acceleration.

 Very
 truly yours,

 INSPIREMD,
 INC.

 By:
 /s/ Michael Lawless

 Michael
 Lawless

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Marvin Slosman
President and Chief Executive Officer
InspireMD, Inc.
6303 Waterford District Drive
Suite 215
Miami, FL33126

 Re: InspireMD, Inc.
 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289292
Dear Marvin Slosman:

 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 Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 InspireMD,
Inc.

 6303
Waterford District Drive

 Suite
215

 Miami,
Florida 33126

 April 8, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 InspireMD,
 Inc.

 Registration
 Statement on Form S-3

 Filed
 April 1, 2025

 File
 No. 333-286309

 VIA
EDGAR

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, InspireMD, Inc. (the " Registrant ") hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-3 (File No. 333-286309) of the Registrant (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will be declared effective at 4:30 p.m., Eastern
Time, on April 10, 2025, or as soon thereafter as may be practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Raffael Fiumara at (305) 579-0532. The Company hereby authorizes Mr. Fiumara to orally modify or
withdraw this request for acceleration.

 Very
 truly yours,

 INSPIREMD,
 INC.

 By:
 /s/
 Marvin Slosman

 Name:
 Marvin
 Slosman

 Title:
 President
 and Chief Executive Officer

 cc:
 Raffael
 Fiumara, Esq. (Greenberg Traurig, P.A.)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Marvin Slosman
President and Chief Executive Officer
InspireMD, Inc.
6303 Waterford District Drive, Suite 215
Miami, FL 33126

 Re: InspireMD, Inc.
 Registration Statement on Form S-3
 Filed April 1, 2025
 File No. 333-286309
Dear Marvin Slosman:

 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: Raffael Fiumara, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor. St.

Tel
Aviv, Israel 6744832

May
31, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    InspireMD,
    Inc. (CIK 0001433607)

    Registration
    Statement No. 333-272149 on Form S-3 (the “Registration Statement”)

Ladies
and Gentlemen:

InspireMD,
Inc. (the “Registrant”) 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 June 1, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, LLP, by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very
    truly yours,

    INSPIREMD,
    INC.

    By:
    /s/
    Craig Shore

    Craig Shore

    Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer

United States securities and exchange commission logo
May 30, 2023
Marvin Slosman
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor. St.
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-3
Filed May 23, 2023
File No. 333-272149
Dear Marvin Slosman:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Gary Emmanuel, Esq.

CORRESP
1
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InspireMD,
Inc.

4
Menorat Hamaor St.

Tel
Aviv, 674483

Israel

June
13, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    InspireMD,
    Inc.

    Registration
                                            Statement on Form S-3

    File
    No. 333-265409

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-3 (File No. 333-265409) of the Registrant (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will be declared effective at 5:00 p.m., Eastern
Time, on June 14, 2022, or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
McDermott Will & Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify
or withdraw this request for acceleration.

    Very
    truly yours,

    INSPIREMD,
    INC.

    By:
    /s/
    Marvin Slosman

    Name:
    Marvin
    Slosman

    Title:
    Chief
    Executive Officer

    cc:
    Gary
    Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
June 10, 2022
Marvin Slosman
President and Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 674483
Re:InspireMD, Inc.
Registration Statement on Form S-3
Filed June 3, 2022
File No. 333-265409
Dear Mr. Slosman:
            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 Michael Davis at 202-551-4385 or Christopher Edwards at 202-551-
6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

CORRESP
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InspireMD,
Inc.

4
Menorat Hamaor. St.

Tel
Aviv, Israel 6744832

April
20, 2021

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    InspireMD,
    Inc.

    Registration
        Statement on Form S-3

        File
        No. 333-255038

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-255038) of the Registrant (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will be declared effective at 5:00 p.m.,
Eastern Time, on April 20, 2021 or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel
to orally modify or withdraw this request for acceleration.

    Very truly yours,

InspireMD, Inc.

    By:
    /s/
    Craig Shore

    Name:
    Craig
    Shore

    Title:
    Chief
    Financial Officer, Chief Administrative Officer, Secretary and Treasurer

cc:
Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
April 9, 2021
Craig Shore
Chief Financial Officer
InspireMD, Inc.
4 Menorat Hamaor. St.
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-3
Filed April 5, 2021
File No. 333-255038
Dear Mr. Shore:
            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 Tim Buchmiller at 202-551-3635 or Jordan Metoyer at 202-551-6001 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Selinger, Esq.

CORRESP
1
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February
1, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attn:
Jason Drory, Esq., Office of Life Scuences

    RE:
    InspireMD,
    Inc. (the “Registrant”) – Request for Acceleration

    Registration Statement on Form S-1

    File
    No. 333-252199

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended (the “Securities Act”), A.G.P./Alliance Global Partners, as representative of the several underwriters,
hereby joins in the request of the Registrant for the acceleration of the effective date of the above-referenced Registration
Statement, so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, February 3, 2021, or as soon thereafter
as reasonably practicable.

We
hereby authorize Spencer G. Feldman of Olshan Frome Wolosky LLP, attorneys for the underwriters, to orally modify or withdraw
this request for acceleration.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the securities, as many copies of the preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:

    /s/
    Tom Higgins

    Name:
    Tom
    Higgins

    Title:

    Managing
    Director

CORRESP
1
filename1.htm

February
1, 2021

VIA
EDGAR

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

    Jason
    Drory

    Re:
    InspireMD,
        Inc. (the “Company”)

        Registration
        Statement on Form S-1 (the “Registration Statement”)

        File
        No. 333- 252199

        Filing
        Date of Last Amendment to the Registration Statement: January 29, 2021

        Acceleration
        Request

        Requested
        Date: Wednesday, February 3, 2021

        Requested
        Time: 4:00 pm Eastern Daylight Time

Dear
Mr. Drory:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-referenced Registration
Statement be accelerated to the above-referenced Requested Time on the Requested Date set forth above, or as soon as possible
thereafter.

A
corresponding request for acceleration of effectiveness of the Registration Statement is being submitted today by the underwriter
for the proposed offering (AGP/Alliance Global Partners), or by its counsel (Olshan Frome Wolosky LLP) via EDGAR, under separate
cover.

Once
the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel,
Gary Emmanuel of McDermott Will & Emery LLP, counsel to the Company, via email to gemmanuel@mwe.com.

The
Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration. If you have any questions regarding
the foregoing, please contact Mr. Emmanuel at +1 212 547 5541.

    Sincerely,

    /s/
    Marvin Slosman

    Marvin
    Slosman

    Chief
    Executive Officer

    cc:
    David
    S. Glatt, Adv., Meitar | Law Offices

    Jonathan
    M. Nathan, Adv., Meitar | Law Offices

    Gary
    Emmanuel, Esq., McDermott Will & Emery LLP

    Mark
    Selinger, Esq., McDermott Will & Emery LLP

    Spencer
    G. Feldman, Esq., Olshan Frome Wolosky LLP

United States securities and exchange commission logo
January 26, 2021
Marvin Slosman
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-1
Filed January 19, 2021
File No. 333-252199
Dear Mr. Slosman:
            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 L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel, Esq.

United States securities and exchange commission logo
July 17, 2020
Craig Shore
Chief Financial Officer
InspireMD, Inc.
4 Menorat Hamaor Street
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 2, 2020
File No. 001-35731
Dear Mr. Shore:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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July
15, 2020

VIA
EDGAR

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,

    Courtney
    L. Lindsay II and Joe McCann

    Re:
    InspireMD,
        Inc. (the “Company”)

        Preliminary
        Proxy Statement on Schedule 14A (the “Proxy Statement”)

        Filed:
        July 2, 2020

        File
        No. 001-35731

Dear
Messrs. Lindsay and McCann:

We
hereby provide the following response to the comment of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) concerning the above-referenced filing that were provided to the Company by the
Staff in its letter dated July 14, 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 numbered comment.

Preliminary
Proxy Statement on Schedule 14A

Proposal
3: Approval of an Amendment to Our Certificate of Incorporation to Increase the

Number
of Authorized Shares of Common Stock, page 40

    1.

    Please
    disclose whether you have any current plans, agreements, arrangements, or understandings, written or oral, to issue the additional
    authorized shares that may become available if this proposal is approved.

Response:
The Company advises the Staff that it does not have any current plans, agreements, arrangements, or understandings, written or
oral, to issue the additional authorized shares that may become available if Proposal 3 is approved. In response to the comment,
the Company will add disclosure in Proposal 3, on page 40 of the proxy statement. We have provided, immediately below, the exact
language that the Company plans to add to the background discussion for Proposal 3. For the Staff’s ease of reference, we
have included below the existing text in Proposal 3 immediately before where the new text will appear, and we have bolded and
underlined just the new text:

Page
40, under the heading “Reasons for the Increase in the Number of Authorized Shares”

“Our
board of directors is recommending the proposed increase in the authorized number of shares of common stock for the primary purpose
of providing the Company with appropriate flexibility to issue shares in the future on a timely basis in the event that the board
of directors determines that it is necessary or appropriate to (i) raise additional capital through the sale of equity securities,
(ii) enter into strategic business transactions, (iii) provide equity incentives to directors, officers and employees pursuant
to equity compensation plans or (iv) further other corporate purposes. The availability of additional shares of common stock is
particularly important in the event that the board of directors needs to undertake any of the foregoing actions on an expedited
basis, as market conditions permit and favorable financing and business opportunities become available, and thus without the potential
delay and expense associated with convening a special stockholders’ meeting. As such, in considering and planning for our
current and future corporate needs, our board of directors believes that the current number of authorized and unreserved shares
of common stock available for issuance is inadequate.

Notwithstanding
the foregoing rationales for approving the increase in the authorized number of shares of our common stock, at the present time,
we have no specific plans, agreements, arrangements, or understandings, written or oral, to issue the additional authorized shares
that may become available if this Proposal 3 is approved.”

In
accordance with the request conveyed by our legal counsel, Jonathan M. Nathan, Esq. of Meitar Law Offices to Mr. Lindsay in their
telephone call on July 14, 2020, we would appreciate very much if we are able to maintain the current timetable for the Company’s
annual meeting of stockholders, which is scheduled to take place on August 31, 2020. Accordingly, if the additional disclosure
that we have suggested above adequately addresses the Staff’s comment, and if the Staff has no further comments, we would
greatly appreciate if the Staff could please confirm to us as soon as practicable in response to this letter that we may proceed
directly to filing our Definitive Proxy Statement on Schedule 14A, which will contain the additional disclosure set forth above.

If
you have any questions regarding the foregoing or if you prefer to provide the foregoing requested confirmation via telephone
or email, please contact Mr. Nathan at 011-972-52-312-5574 or jonathann@meitar.com, or Mr. David S. Glatt, Esq. (also a
partner at Meitar Law Offices) at 011-972-52-839-0171 or dglatt@meitar.com.

    Sincerely,

    /s/
    Craig Shore

    Craig
        Shore

        Chief
        Financial Officer

    cc:
    David
    S. Glatt, Esq., Meitar | Law Offices

    Jonathan
    M. Nathan, Esq., Meitar | Law Offices

United States securities and exchange commission logo
July 14, 2020
Craig Shore
Chief Financial Officer
InspireMD, Inc.
4 Menorat Hamaor Street
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 2, 2020
File No. 001-35731
Dear Mr. Shore:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 3: Approval of an Amendment to Our Certificate of Incorporation to Increase the
Number of Authorized Shares of Common Stock, page 40
1.Please disclose whether you have any current plans, agreements, arrangements, or
understandings, written or oral, to issue the additional authorized shares that may become
available if this proposal is approved.
            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.

 FirstName LastNameCraig Shore
 Comapany NameInspireMD, Inc.
 July 14, 2020 Page 2
 FirstName LastName
Craig Shore
InspireMD, Inc.
July 14, 2020
Page 2
            Please contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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June
2, 2020

VIA
EDGAR

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

    Alan
    Campbell

    Re:
    InspireMD,
        Inc. (the “Company”)

        Registration
        Statement on Form S-1 (the “Registration Statement”)

        File
        No. 333-238247

        Filing
        Date of Last Amendment to the Registration Statement: June 1, 2020

        Acceleration
        Request

        Requested
        Date: Tuesday (today) June 2, 2020

        Requested
        Time: 5:00 pm Eastern Daylight Time

Dear
Mr. Campbell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-referenced Registration
Statement be accelerated to the above-referenced Requested Time on the Requested Date set forth above, or as soon as possible
thereafter.

A
corresponding request for acceleration of effectiveness of the Registration Statement is being submitted today by the underwriter
for the proposed offering (AGP/Alliance Global Partners), or by its counsel (Olshan Frome Wolosky LLP) via EDGAR, under separate
cover.

Once
the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel,
David S. Glatt of Meitar | Law Offices, counsel to the Company, via email to dglatt@meitar.com.

If
you have any questions regarding the foregoing, please contact Mr. Glatt at 011-972-52-839-0171.

    Sincerely,

    /s/
    Marvin Slosman

    Marvin
        Slosman

        Chief
        Executive Officer

    cc:
    David
    S. Glatt, Adv., Meitar | Law Offices

    Jonathan
    M. Nathan, Adv., Meitar | Law Offices

    Dov
    T. Schwell, Esq., Schwell Wimpfheimer & Associates LLP

    Ely
    Kronenberg, Esq., Schwell Wimpfheimer & Associates LLP

    Spencer
    G. Feldman, Esq., Olshan Frome Wolosky LLP

June
2, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-238247

Ladies
and Gentlemen:

As
representative of the underwriters of the proposed public offering of common stock of InspireMD, Inc. (the “Company”),
we hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1
be accelerated so that it will be declared effective at 5:00 p.m., Eastern time, on Tuesday, June 2, 2020, or at such
later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the Securities and Exchange Commission.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we intend
to effect the following distribution of the Company’s Preliminary Prospectus dated June 1, 2020, through the time of effectiveness:

Preliminary
Prospectus dated June 1, 2020:

300 copies
to prospective underwriters, institutional investors, dealers and others

The
undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating
underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

Very
truly yours,

    A.G.P./Alliance
    Global Partners

    By:
    /s/
    Thomas J. Higgins

    Name:
    Thomas
                                         J. Higgins

    Title:
    Managing
                                         Director, Investment Banking

United States securities and exchange commission logo
May 19, 2020
Marvin Slosman
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-1
Filed May 13, 2020
File No. 333-238247
Dear Mr. Slosman:
            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:       David Glatt, Meitar

CORRESP
1
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September
17, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re: InspireMD,
Inc.

  Registration
Statement on Form S-1 (Registration No. 333-233432), as amended - Concurrence in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as underwriter for the referenced offering, hereby concurs in the
request by InspireMD, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M.
(Eastern Time), or as soon as practicable thereafter, on September 19, 2019, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/
    Edward D. Silvera

    Name:
    Edward
    D. Silvera

    Title:
    Chief
    Operating Officer

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor St.

Tel
Aviv, Israel 6744832

September
17, 2019

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Mr. Geoff Kruczek

                 Ms.
Amanda Ravitz

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-1, originally filed on August 23, 2019

    File
    No. 333-233432, as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 5:00 p.m., Eastern Time, on September 19, 2019, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    InspireMD,
    Inc.

    By:

    /s/
    Craig Shore

    Craig
    Shore

    Chief
    Financial Officer

CORRESP
1
filename1.htm

September
13, 2019

VIA
EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Mr. Geoff Kruczek

Ms.
Amanda Ravitz

    Re:
    InspireMD,
        Inc.

        Registration
        Statement on Form S-1

        Filed
        August 23, 2019

        File
        No. 333-233432

Ladies
and Gentlemen:

On
behalf of InspireMD, Inc. (the “Company” or “InspireMD”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated September 11, 2019 (the “Comment Letter”), to James Barry, Ph.D.,
President and Chief Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the
“Registration Statement”). In connection with this response to Comment Letter, the Company is contemporaneously
filing via EDGAR an amendment to the Registration Statement (“Amendment No.1”), responding to the Staff’s
comments in the Comment Letter and updating the Registration Statement. Capitalized terms used but not otherwise defined in this
letter shall have the meanings given to such terms in Amendment No.1. References herein to page numbers are to page numbers in
Amendment No.1.

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

Form
S-1 filed August 23, 2019

Fee
Table, page 1

    1.

    It
    appears that it is possible that investors may choose to purchase units or pre-funded units. Please revise your table to reflect
    the maximum amount of each class of security that you are offering and might sell in this transaction, including the total
    number of common shares underlying the warrants included in the units and the total number of common shares underlying the
    warrants in the pre-funded units.

    Response:

    The
    Company has revised the fee table to reflect the maximum aggregate offering price of each class of security that may be offered.
    The Company respectfully advises the Staff that because the Company is relying on Rule 457(o) under the Securities Act of
    1933, as amended, to calculate the registration fee payable, the Company has reflected the maximum aggregate offering price
    for each class of security rather than a number of shares being offered.

U.S.
Securities and Exchange Commission

September
13, 2019

Page
2

    2.
    Please
    clarify the reference to $5,750,000 in note 2, given the maximum aggregate offering price currently listed in the fee table.

 Response:

The
Company has revised the fee table to provide a break-down of the registration fee calculation as it applies to the securities
offered and revised the notes to the fee table to clarify the calculation of the proposed maximum aggregate offering price set
forth in the fee table.

Prospectus
cover page, page 1

    3.
    Please
    revise your prospectus cover page to describe clearly the total number of securities you are offering and the total number
    of securities you intend to sell.

Response:

The
Company has revised the prospectus cover page in accordance with the Staff’s comment.

    4.
    Your
    disclosure on page 50 indicates that the underwriter is obligated to purchase and pay for all of the units and pre-funded
    units offered by this prospectus. Given this, please clarify your disclosure, such as here, stating that you are offering
    “up to” an unspecified number of units and pre-funded units. Explain in more detail how the structure of this
    offering can be characterized as a “firm commitment” given the apparent uncertainty at the time of effectiveness
    about the number of each type of security that the underwriter will purchase from you. Explain to us the expected mechanics
    of the sale and related prospectus cover page and other impacted disclosure.

Response:

In
a firm commitment public offering, once the registrant is prepared to circulate a preliminary prospectus, the underwriters generally
communicate with investors to gauge their interest in the potential offering. The underwriters rarely know exactly what the investors
will buy until they solicit investor interest and ultimately price the offering. The transaction then becomes a firm commitment
at the time the underwriting agreement is signed, which may not precede effectiveness, at which time the underwriters are best
able to anticipate investor demand for the offering following their discussions with investors. This offering has followed, and
will continue to follow, the same procedure, and will result in the same firm commitment in the underwriting agreement. Specifically,
in the underwriting agreement, the underwriters will commit to purchase (i) a fixed number of units (the “Units”),
with each Unit consisting of a share of common stock and a Series E Warrant to purchase common stock (each, a “Series
E Warrant”), and (ii) a fixed number of pre-funded units (the “Pre-funded Units”), with each Pre-Funded
Unit consisting of a pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”) and
a Series E Warrant, and the underwriter will then be obligated to purchase that number of Units and Pre-Funded Units. There will
be no unsold securities under the underwriting agreement other than the underwriter’s option to purchase additional securities.
Also, like a typical public offering, the Company intends to file a final prospectus that will contain an accurate breakdown of
the number of Units and Pre-funded Units to be sold.

As
background, the Company intends to raise a certain amount of proceeds through this offering under Rule 457(o) of the Securities
Act of 1933, as amended. The Company desires to raise these proceeds through the sale of its common stock and Series E Warrants.
Due to the potential concern about the regulatory impact of beneficially owning more than 5 percent or more than 10 percent of
the Company’s outstanding common stock, many institutional investors considering a large position in offerings of companies
with a similar market capitalization to that of the Company prefer to have the option to invest in pre-funded warrants to purchase
common stock instead of directly in common stock. Pre-funded warrants are immediately convertible into common stock at a nominal
exercise price, except to the extent that the holder thereof would acquire beneficial ownership of more than a specified percentage
of the common stock, and are offered to the public at the same price as a share of common stock less the exercise price of the
pre-funded warrant. Accordingly, at the suggestion of the underwriter and based on the underwriter’s past experience, the
Company decided to provide investors with the alternative of purchasing Pre-funded Units, which include a Pre-funded Warrant,
in lieu of Units, which include a direct investment in common stock. The Pre-funded Units will be offered to all potential investors,
although the Company believes it is unlikely that any investor who would not beneficially own more than 5% of the outstanding
common stock after the offering would elect to purchase Pre-funded Units.

U.S.
Securities and Exchange Commission

September
13, 2019

Page
3

The
final breakdown between Units and Pre-funded Units will be determined upon the establishment of the final offering price and immediately
prior to the execution of the underwriting agreement and will be included in the final prospectus to be filed by the Company following
the pricing of the offering. The Company has revised the disclosure on the prospectus cover page and page 48 in order to clarify
these mechanics.

*
* * * *

Should
any member of the staff have any questions or comments concerning the foregoing, please contact either Rick A. Werner at (212)
659-4974 or Matthew L. Fry at (214) 651-5443.

    Very
    truly yours,

    /s/
    Rick A. Werner

    Rick
    A. Werner, Esq.

    cc:

    Jim Barry, Ph.D., InspireMD, Inc.

    Matthew
    L. Fry, Esq.

    Jayun
    Koo, Esq.

September 11, 2019
James Barry
President and Chief Executive Officer
InspireMD, Inc.
4 Menorat Hemaor Street
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-1
Filed August 23, 2019
File No. 333-233432
Dear Dr. Barry:
            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 comments 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, we may have additional comments.
Form S-1 filed August 23, 2019
Fee Table, page 1
1.It appears that it is possible that investors may choose to purchase units or pre-funded
units. Please revise your table to reflect the maximum amount of each class of security
that you are offering and might sell in this transaction, including the total number of
common shares underlying the warrants included in the units and the total number of
common shares underlying the warrants in the pre-funded units.
2.Please clarify the reference to $5,750,000 in note 2, given the maximum aggregate
offering price currently listed in the fee table.
Prospectus cover page, page 1

 FirstName LastNameJames  Barry
 Comapany NameInspireMD, Inc.
 September 11, 2019 Page 2
 FirstName LastName
James  Barry
InspireMD, Inc.
September 11, 2019
Page 2
3.Please revise your prospectus cover page to describe clearly the total number of securities
you are offering and the total number of securities you intend to sell.
4.Your disclosure on page 50 indicates that the underwriter is obligated to purchase and pay
for all of the units and pre-funded units offered by this prospectus.  Given this, please
clarify your disclosure, such as here, stating that you are offering "up to" an unspecified
number of units and pre-funded units.  Explain in more detail how the structure of this
offering can be characterized as a "firm commitment" given the apparent uncertainty at
the time of effectiveness about the number of each type of security that the underwriter
will purchase from you.  Explain to us the expected mechanics of the sale and related
prospectus cover page and other impacted disclosure.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Geoff Kruczek, Special Counsel, at (202) 551-3641 or Amanda Ravitz,
Assistant Director, at (202) 551-3412 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Rick Werner, Esq.

CORRESP
1
filename1.htm

June
28, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
InspireMD, Inc.

Registration
Statement on Form S-1 (Registration No. 333-225680), as amended - Concurrence in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as underwriter for the referenced offering, hereby concurs in the
request by InspireMD, Inc. that the effective date of the above-referenced registration statement be accelerated to 12:00 P.M.
(Eastern Time), or as soon as practicable thereafter, on June 29, 2018, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name:
    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor St.

Tel
Aviv, Israel 6744832

June
28, 2018

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Mr. Tom Jones

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-1, originally filed on June 15, 2018

    File
    No. 333-225680, as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 12:00 p.m., Eastern Time, on June 29, 2018, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
acknowledges the following:

    ●
    should
    the U.S. 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
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/
    Craig Shore

    Craig
    Shore

    Chief
    Financial Officer

June 25, 2018
James Barry, Ph.D.
President and Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 6744832
Re:InspireMD, Inc.
Registration Statement on Form S-1
Filed June 15, 2018
File No. 333-225680
Dear Dr. Barry:
            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 Thomas Jones at 202-551-3602 with any questions.
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Rick A. Werner, Esq.

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor. St.

Tel
Aviv, Israel 6744832

(888)
776-6804

March
12, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-3, filed on March 8, 2018

    File
    No. 333-223530 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 4:00 p.m., Eastern Time, on March 14, 2018, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
acknowledges the following:

    ●
    should
    the U.S. 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
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    InspireMD,
    Inc.

    By:
    /s/
    James Barry, Ph.D.

    James
    Barry, Ph.D.

    Chief
    Executive Officer

Mail Stop 3030
February 22, 2018

James Barry, Ph.D.
President and Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor. St.
Tel Aviv, Israel 6744832

Re: InspireMD, Inc.
  Registration Statement on Form S-3
Filed  February 21 , 2018
  File No.  333-223130

Dear  Dr. Barry :

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 Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
Haynes and Boone, LLP

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor. St.

Tel
Aviv, Israel 6744832

(888)
776-6804

February
22, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-3, filed on February 21, 2018

    File
    No. 333-223130 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 4:00 p.m., Eastern Time, on February 23, 2018, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
acknowledges the following:

    ●
    should
    the U.S. 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
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    InspireMD,
    Inc.

    By:
    /s/
    James Barry, Ph.D.

    James
    Barry, Ph.D.

    Chief
    Executive Officer

CORRESP
1
filename1.htm

March
7, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549Attention:

    Ms.
    Heather Percival

    Mr.
    Geoff Kruczek

    Ms.
    Amanda Ravitz

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-1, originally filed on January 24, 2017

    File
    No. 333-215682, as amended (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as underwriter of the proposed offering, hereby joins
the request of InspireMD, Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared
effective at 4:00 p.m. (Washington, D.C. time) on March 8, 2017, or as soon as practicable thereafter.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we have
effected the distribution of 344 copies to institutions and individuals of the Company’s preliminary prospectus dated March
6, 2017 through the date hereof.

We
have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Sincerely,

    Dawson
    James Securities, Inc.

    By:
    /s/
    Thomas W. Hands

    Name:
    Thomas
    W. Hands

    Title:
    President

CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor St.

Tel
Aviv, Israel 6744832

March
6, 2017

VIA
EDGAR

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    Attention:

    Ms. Heather Percival

    Mr. Geoff Kruczek

    Ms. Amanda Ravitz

    Re:

    InspireMD, Inc.

    Registration Statement
    on Form S-1, originally filed on January 24, 2017

    File No. 333-215682,
    as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 4:00 p.m., Eastern Time, on March 8, 2017, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
acknowledges the following:

    ●
    should the U.S.
    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
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    InspireMD,
    Inc.

    By:
    /s/
    Craig Shore

    Craig Shore

    Chief Financial
    Officer

CORRESP
1
filename1.htm

February
17, 2017

VIA
EDGAR AND OVERNIGHT DELIVERY

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
      Ms. Heather
Percival

      Mr.
Geoff Kruczek

      Ms.
Amanda Ravitz

    Re:
    InspireMD,
    Inc.

    Registration Statement on Form S-1

    File
No. 333-215682

Ladies
and Gentlemen:

On
behalf of InspireMD, Inc. (the “Company” or “InspireMD”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated February 10, 2017 (“Comment Letter”), to Jim Barry, Ph.D., Chief
Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the “Registration
Statement”). In connection with this response to Comment Letter, the Company is contemporaneously filing via EDGAR an
amendment to the Registration Statement (“Amendment No.1”), responding to the Staff’s comments in Comment
Letter and updating the Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the
meanings given to such terms in Amendment No.1. References herein to page numbers are to page numbers in Amendment No.1.

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

Also
enclosed, for the convenience of the Staff, is a copy of Amendment No.1which is marked to show changes from the relevant portions
of the Registration Statement.

Use
of Proceeds, page 30

 1. Please
                                         revise your disclosure to provide more specificity to your intended use of proceeds from
                                         this offering. For example, clarify what product development activities will be conducted,
                                         what these activities will accomplish and what steps will remain to commercialization
                                         of the product. Also clarify the nature of the “sales activities” you intend
                                         to conduct. In addition, we note that the disclosure regarding the purposes to which
                                         you intend to apply the proceeds is almost identical to the purposes disclosed in the
                                         Form S-1 declared effective on June 30, 2016. Please revise to clarify what you accomplished
                                         with the proceeds of the prior offering, particularly in light of your disclosure that
                                         revenues and selling and marketing expenses decreased during the three- months ended
                                         September 30, 2016, and why you require additional proceeds now to be used for the same
                                         purposes.

U.S.
Securities and Exchange Commission

February
17, 2017

Page
2

Response:

The
Company has made the requested revisions on page 30  to Amendment No.1 to provide more specificity to our intended use of
proceeds from this offering and to clarity what we have accomplished with the proceeds of the prior offering.

Incorporation
of Certain Information by Reference, page 111

 2. It
                                         appears that you are not eligible to incorporate by reference into your Form S-1, given
                                         that you have not yet filed your annual report for your most recently completed fiscal
                                         year—the fiscal-year-ended December 31, 2016. Please revise your registration statement
                                         accordingly or advise. See General Instruction VII.C to Form S-1. If, after you file
                                         that annual report on Form 10-K, you continue to elect to incorporate by reference, please
                                         ensure you provide the information required by Item 12 to Form S-1, including specifically
                                         incorporating by reference all required reports, not just “[t]he unaudited financial
                                         statements and relates notes” in your quarterly reports.

Response:

The
Company has made the requested revisions on page 111 to Amendment No.1, clarifying that the Company does not elect to incorporate
by reference the information the Company has filed with the Commission into the prospectus and that all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
the Registration Statement is declared effective by the Commission and prior to the termination of this offering will be incorporated
by reference into the prospectus. The Company has included the financial statements as of December 31, 2016 and 2015 and for each
of the two years in the period ended December 31, 2016 in the Registration Statement.

*
* * * *

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

    Very
    truly yours,

    Rick
A. Werner, Esq.

    cc:
    Jim Barry, Ph.D., InspireMD, Inc.

Mail Stop 3030
February 10 , 2017

Via E -mail
James Barry, Ph.D.
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Registration Statement on Form S-1
Filed  January 24, 2017
  File No.  333-215682

Dear Dr. Barry:

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.

Use of Proceeds, page 30

1. Please revise your disclosure to provide more specificity to your intended use of proceeds
from this offering.  For example, clarify what product development activities will be
conducted, what th ese activities will accomplish and what steps will remain to
commercialization of the product.  Also clarify the nature of the “sales activities” you
intend to conduct.  In addition, we note that the disclosure regarding the purposes to
which you intend to  apply the proceeds is almost identical to the purposes disclosed in
the Form S -1 declared effective on June 30, 2016.  Please revise to clarify what you
accomplished with the proceeds of the prior offering, particularly in light of your
disclosure that re venues and selling and marketing expenses decreased during the three -
months ended September 30, 2016, and why you require additional proceeds now to be
used for the same purposes.

James Barry
InspireMD, Inc.
February 10, 2017
Page 2

 Incorporation of Certain Information by Reference, page 111

2. It appears t hat you are not  eligible to incorporate by reference into your Form S -1, given
that you have not yet filed your annual report for your most recently completed fiscal
year—the fiscal -year-ended December 31, 2016.  Please revise your registration
statement a ccordingly or advise.   See General Instruction VII.C to Form S -1. If, after you
file that annual report on Form 10 -K, you continue to elect to incorporate by reference,
please ensure you provide the information required by Item 12 to Form S -1, including
specifically incorporating by reference all required reports, not just “[t]he unaudited
financial statements and relates notes” in your quarterly reports.

We remind you that the company and its management are responsible for the accuracy
and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Heather Percival at (202) 551 -3498 or Geoff Kruczek, Special Counsel, at
(202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Rick A. Werner, Esq.
 Haynes and Boone, LLP

CORRESP
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June 29, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	InspireMD, Inc.

Registration Statement on Form S-1

File No. 333-210760

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the undersigned, as underwriter of the proposed offering, hereby joins the request of InspireMD, Inc. that
the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 4:30 p.m. (Washington, D.C.
time) on Thursday, June 30, 2016, or as soon as practicable thereafter.

In connection with the proposed offering of
the Company’s securities, copies of the preliminary prospectuses dated June 29, 2016 were distributed to the following persons
in the following approximate amounts:

    To Whom Distributed
    Number of Copies

    Institutions
    22

    Syndicate
    44

    Individuals
    669

    Total
    735

We have complied and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Sincerely,

    Dawson James Securities, Inc.

    By:
    /s/ Robert D. Keyser, Jr.

    Name:
    Robert D. Keyser, Jr.

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

InspireMD, Inc.

321 Columbus Avenue

Boston, Massachusetts 02116

June 29, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:	 Ms. Heather Percival

Mr. Russell Mancuso

 Re: InspireMD, Inc.

Registration Statement on Form S-1, originally filed on April 14, 2016

File No. 333-210760, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern Time, on
June 30, 2016, or as soon thereafter as practicable.

In connection with the
Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

 · should the U.S. 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 any member of the
staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone,
LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Craig Shore

    Craig Shore

    Chief Financial Officer

CORRESP
1
filename1.htm

June 29, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ms. Heather Percival

Mr. Russell Mancuso

    Re:
    InspireMD, Inc.

Amendment No.5 to Registration Statement
on Form S-1

Filed June 24, 2016

File No. 333-210760

Ladies and Gentlemen:

On behalf of InspireMD, Inc. (the “Company”
or “InspireMD”), we are writing to respond to the comments set forth in the comment letter of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated June 27,
2016 (“Comment Letter”), to James Barry, Ph.D., Chief Executive Officer of the Company, relating to the above
referenced Amendment No.5 to Registration Statement on Form S-1 (the “Registration Statement”). In connection
with this response to Comment Letter, the Company is contemporaneously filing via EDGAR a subsequent amendment to the Registration
Statement (“Amendment No.6”), responding to the Staff’s comments in Comment Letter and updating the Registration
Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in Amendment
No.6. References herein to page numbers are to page numbers in Amendment No.6.

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

Also enclosed, for the convenience of the Staff,
is a copy of Amendment No.6 which is marked to show changes from the relevant portions of the Registration Statement.

Prospectus

 1. We note your response to prior comment 1. If there is a material disparity between the price at which you are offering the
common stock upon exercise of the warrants and the market price of your common stock, please describe in your prospectus the various
factors considered in determining the offering price. Also disclose in your prospectus information based on a bona fide estimate
of the exercise price. See Regulation S-K Item 505 and Section II.A.7 of Release 33-6714 (May 27, 1987).

Response:

The Company has revised the Registration
Statement to describe the various factors considered in determining the offering price of the common stock upon exercise of the
warrants on page 90 and to disclose information based on a bona fide estimate of the exercise price in the prospectus.

U.S. Securities and Exchange Commission

June 29, 2016

Page 2

Exhibit 5.1

 2. Refer to the last clause of the penultimate paragraph of this exhibit. Please file an opinion that addresses whether the
relevant securities will, when sold, be legally issued.

Response:

The Company has filed a new exhibit
5.1 with Amendment No.6 to address the comment above.

* * * * *

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

    Very truly yours,

    Rick A. Werner, Esq.

Mail Stop 3030
June 27, 2016

Via E -mail
James Barry, Ph.D.
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Amendment No. 5 to Registration Statement on Form S-1
Filed  June 24, 2016
  File No.  333-210760

Dear Dr. Barry:

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 comments 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, we may have  additional comments .  Our references to
prior comments are to comments in our June 23, 2016 letter .

Prospectus

1. We note your response to prior comment 1.  If there is a material disparity between the
price at which you are offering the common  stock upon exercise of the warrants and the
market price of your common stock, please describe in your prospectus the various
factors considered in determining the offering price.  Also disclose in your prospectus
information based on a bona fide  estimate  of the exercise price.  See Regulation S -K Item
505 and Section II.A.7 of Release 33 -6714 (May 27, 1987).

James Barry, Ph.D.
InspireMD, Inc.
June 27 , 2016
Page 2

 Exhibit 5.1

2. Refer to the last clause of the penultimate  paragraph of this exhibit.  Please file an
opinion that addresses whether the re levant securities will, when sold, be legally issued.

Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP

Mail Stop 3030
June 23, 2016

Via E -mail
James Barry, Ph.D.
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Amendment No. 4 to Registration Statement on Form S-1
Filed  June 21, 2016
  File No.  333-210760

Dear Dr. Barry:

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 comments 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, we may have  additional comments .  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2016 letter .

Prospectus Cover

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

Plan of Distribution, page 8 9

2. We note your response to prior comment 3.  Please confirm that any securities purchased
in the distribution by any affiliate or associated person of the placement agent, as well as
by the placement agent itself, will be acquired solely “for investment” purposes.  For
guidance, see Regulation M and Q&A no. 1 in Staff Legal Bulletin No. 9, Frequently

James Barry, Ph.D.
InspireMD, Inc.
June 23 , 2016
Page 2

 Asked Questions Regarding Regulation M, on the Commission’s Web site at:
http://www.sec.gov/interp s/legal/mrslb9.htm.

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

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

Exhibit 5.1

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

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

Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office  of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP

CORRESP
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June 24, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    Attention:
    Ms. Heather Percival

    Mr. Russell Mancuso

 Re: InspireMD,
Inc.

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

Filed June 21, 2016

File No. 333-210760

Ladies and Gentlemen:

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

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

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

Prospectus Cover

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

Response:

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

U.S. Securities and Exchange Commission

June 24, 2016

Page 2

Plan of Distribution, page 89

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

Response:

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

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

Response:

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

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

Response:

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

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

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

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

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

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

U.S. Securities and Exchange Commission

June 24, 2016

Page 3

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

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

Formula:

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

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

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

Applying the Formula:

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

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

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

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

(c)          Cashless
Exercise.

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

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

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

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

U.S. Securities and Exchange Commission

June 24, 2016

Page 4

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

Exhibit 5.1

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

Response:

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

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

Response:

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

* * * * *

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

    Very truly yours,

    Rick A. Werner, Esq.

CORRESP
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June 14, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ms. Heather Percival

    Mr. Russell Mancuso

    Re:
    InspireMD, Inc.

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

Filed May 19, 2016

File No. 333-210760

Ladies and Gentlemen:

On behalf of InspireMD, Inc. (the “Company”
or “InspireMD”), we are writing to respond to the comments set forth in the comment letter of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated May 27,
2016 (“Comment Letter”), to Alan Milinazzo, Chief Executive Officer of the Company, relating to the above referenced
Amendment No.1 to Registration Statement on Form S-1 (the “Registration Statement”). In connection with this
response to Comment Letter, the Company is contemporaneously filing via EDGAR a subsequent amendment to the Registration Statement
(“Amendment No.2”), responding to the Staff’s comments in Comment Letter and updating the Registration
Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in Amendment
No.2. References herein to page numbers are to page numbers in Amendment No.2.

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

Also enclosed, for the convenience
of the Staff, is a copy of Amendment No.2 which is marked to show changes from the relevant portions of the Registration
Statement.

Fee Table

 1. We note your revisions in response to prior comment 1. Please include a fee table that shows the maximum aggregate offering
price for the preferred stock separate from the maximum aggregate offering price for the warrants. Also, please show us your calculations
supporting your disclosure regarding the maximum aggregate offering price of the securities to be issued to the placement agent;
cite all authority on which you rely.

Response:

The Company has made the requested
revisions to the Fee Table. Pursuant to the unit purchase option, the placement agent may purchase up to 5% of the securities
sold in this offering at an exercise price equal to 125% of the public offering price of the Preferred Stock. Estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
assuming the offering price of $44 per share of Preferred Stock, which is based on the closing price of the registrant’s
common stock on June 10, 2016, the calculations supporting the Company’s disclosure regarding the maximum aggregate offering
price of the securities to be issued to the placement agent are set forth below:

    Explanation

    (a)
    Number of shares of Preferred Stock sold to public
      306,820

    (b)
    Number of shares of Preferred Stock included in the Unit Purchase Option
      15,341
    5% of the securities sold to the public (a)

    (c)
    Exercise price for the Unit Purchase Option
     $55
    125% of the assumed public offering price of $44

    (d)
    Proposed Maximum Aggregate Offering Price of Preferred Stock included in the Unit Purchase Option
     $843,755
    (b) multiplied by (c), pursuant to Rule 457(i)

    (e)
    Proposed Maximum Aggregate Offering Price of common
                                         stock issuable as dividends upon conversion of the Preferred Stock included in the Unit
                                         Purchase Option

      $506,253

    75% of (b) multiplied by the assumed stated value
                                         per share of Preferred Stock of $44

    (f)
    Number of warrants accompanying Preferred Stock included in the Unit Purchase Option
      15,341

    (g)
    Number of shares of common stock underlying warrants included in the Unit Purchase Option
      1,534,100
    (f) multiplied by 100

    (h)
    Warrant exercise price
     $0.55
    assumed warrant exercise price per share of common stock based on an
    assumed public offering price of $44

    (i)
    Proposed Maximum Aggregate Offering

 Price of the common stock underlying the warrants included in the Unit Purchase Option

     $843,755
    (g) multiplied by (h), pursuant to Rule 457(g) and Compliance and Disclosure Interpretations, Securities Act
Rule 240.06

U.S. Securities and Exchange Commission

June 14, 2016

Page 2

Prospectus
Cover

 2. Please disclose the date that the offering will end. If you have not made any arrangements
to place the funds in an escrow, trust, or similar account, state this fact and describe the effect on investors. See Regulation
S-K Item 501(b)(8)(iii).

Response:

The Company has made the requested
revisions to Amendment No.2. The Company has not made any arrangements to place the funds in an escrow, trust, or similar account,
and the Company has revised the Prospectus Cover to state this fact and describe the effect on investors. Additional disclosures
addressing this point have been added on page 19 of Amendment No. 2.

Plan of Distribution, page 91

 3. We note your revised disclosure and response to prior comment 3. Please reconcile
your disclosure that the “placement agent will not purchase or sell any securities offered by [you] under this prospectus
for its own account” with your disclosure that the placement agent “may participate in this offering on the same terms
and conditions as the investors participating in this offering.” Include in your response to us a description of the activity
contemplated by the placement agent that the statements quoted in this comment are intended to address.

Response:

The Company has revised the foregoing
disclosures to address the comment above. The revised disclosures appear on pages 89 and 90 of Amendment
No. 2. Affiliates and associated persons of the placement agent may participate in this offering as investors and may invest in
this offering on the same terms and conditions as the public investors participating in this offering.

 4. Please tell us the authority on which you rely to limit the disclosure added in response
to the last sentence of prior comment 3 to relationships during the past 180 days.

Response:

The Company has referenced the
authority for the disclosures in the question on page 90 of Amendment No. 2.

U.S. Securities and Exchange Commission

June 14, 2016

Page 3

Exhibits

 5. Please file the exhibits that you identify as “to be filed by amendment.”
Also tell us which exhibit represents the warrant offered in this transaction.

Response: The Company has filed the exhibits
previously identified as “to be filed by amendment” with Amendment No.2. Exhibit 4.4 to Amendment No.2 is
the form of warrant agent agreement and  form of warrant certificate representing warrants offered in this transaction.

* * * * *

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

    Very truly yours,

    /s/ Rick A. Werner,
    Esq.

Mail Stop 3030
May 27, 2016

Via E -mail
Alan Milinazzo
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, MA 02116

Re: InspireMD, Inc.
Amendment No. 1 to Re gistration  Statement on Form S -1
Filed May 19, 2016
  File No. 333 -210760

Dear Mr. Milinazzo :

We have limited our review of  your amended 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 comments 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, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our May 11, 2016  letter .

Fee Table

1. We note your revisions in response to prior comment 1.  Please include a fee table that
shows the maximum aggregate offering price for the preferred stock se parate from the
maximum aggregate offering price for the warrants.  Also, please show us your
calculations supporting your disclosure regarding the maximum aggregate offering price
of the securities to be issued to the placement agent; cite all authority o n which you rely.

Prospectus Cover

2. Please disclose the date that the offering will end.  If you have not made any
arrangements to place the funds in an escrow, trust, or similar account, state this fact and
describe the effect on investors.  See Regula tion S -K Item 501(b)(8)(iii).

Alan Milinazzo
InspireMD, Inc.
May 27, 2016
Page 2

Plan of Distribution, page 91

3. We note your revised disclosure and response to prior comment 3.  Please reconcile your
disclosure that the “placement agent will not purchase or sell any securities offered by
[you] under thi s prospectus for its own account” with your disclosure that the placement
agent “may participate in this offering on the same terms and conditions as the investors
participating in this offering.”  Include in your response to us a description of the activi ty
contemplated by the placement agent that the statements quoted in this comment are
intended to address.

4. Please tell us the authority on which you rely to limit the disclosure added in response to
the last sentence of prior comment 3 to relationships during the past 180 days.

Exhibits

5. Please file the exhibits that you identify as “to be fil ed by amendment.”   Also tell us
which exhibit represents the warrant offered in this transaction.

Please contact Caleb French at (202) 551 -6947  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Rick A. Werner, Esq.
 Haynes and Boone, LLP

CORRESP
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May 19, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ms. Heather Percival

Mr. Russell Mancuso

    Re:
    InspireMD, Inc.

Registration Statement on Form S-1

File No. 333-210760

Ladies and Gentlemen:

On behalf of InspireMD, Inc. (the “Company”
or “InspireMD”), we are writing to respond to the comments set forth in the comment letter of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated May 11,
2016 (“Comment Letter”), to Alan Milinazzo, Chief Executive Officer of the Company, relating to the above referenced
Registration Statement on Form S-1 (the “Registration Statement”). In connection with this response to Comment
Letter, the Company is contemporaneously filing via EDGAR an amendment to the Registration Statement (“Amendment No.1”),
responding to the Staff’s comments in Comment Letter and updating the Registration Statement. Capitalized terms used but
not otherwise defined in this letter shall have the meanings given to such terms in Amendment No.1. References herein to page numbers
are to page numbers in Amendment No.1.

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

Also enclosed, for the convenience of
the Staff, is a copy of Amendment No.1which is marked to show changes from the relevant portions of the Registration Statement.

Fee Table

 1. Please revise your fee table to include the proposed maximum aggregate offering price for each class of securities registered
for sale. See the Note to the Calculation of Registration Fee section on Form S-1.

Response:

The Company has made the requested
revisions to the Fee Table.

U.S. Securities and Exchange Commission

May 19, 2016

Page 2

Prospectus

 2. Please revise your filing to include all information except that which can be excluded
pursuant to Rule 430A. For example, we note that you have omitted the number of series B convertible preferred shares and warrants
to be offered, as well as the number of common shares underlying the preferred shares and warrants offered.

Response:

The Company has made the requested
revisions to Amendment No.1.

Underwriting, page 87

 3. We note your disclosure that the underwriter “may participate in this offering
on the same terms and conditions as the investors participating in this offering.” If the underwriter is purchasing the offered
securities on a firm-commitment basis, the nature and extent of this additional participation is unclear. Please tell us the type
of activity contemplated by the underwriter and related persons that forms the basis of this disclosure. Also tell us about all
other material relationships between the registrant and the underwriter, including previous transactions.

Response:

Dawson James Securities, Inc.
is no longer offering securities on a firm-commitment basis but is serving as the placement agent on a best efforts basis. The
“Underwriting” section has been replaced with “Plan of Distribution,” in which section the Company discloses
material relationships between the Company and the placement agent beginning on page 91.

* * * * *

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

    Very truly yours,

    Rick A. Werner, Esq.

    cc:    Alan Milinazzo., InspireMD, Inc.

Mail Stop 3030
May 11, 2016

Via E -mail
Alan Milinazzo
Chief Executive Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

Re: InspireMD, Inc.
  Registration Statement on Form S-1
Filed  April 14, 2016
  File No.  333-210760

Dear Mr. Milinazzo:

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.

Fee Table

1. Please revise your fee table to include the proposed maximum aggregate offering price
for each class of securities registered for sale.  See the Note to the Calculation of
Registration Fee section on Form S -1.

Prospectus

2. Please revise your filing to include all information except that which can be excluded
pursuant to Rule 430A.  For example , we note that you have omitted  the number of series
B convertible preferred shares  and warrants to be offered, as well as the number of
common shares underlying the preferred shares and warrants offered .

Alan Milinazzo
InspireMD, Inc.
May 11 , 2016
Page 2

 Underwriting, page 87

3. We note your disclosure that the underwriter “may participate in this offering on the same
terms and conditions as the investors participating in this o ffering.”  If the underwriter is
purchasing the offered securities on a firm -commitment basis, the nature and extent of
this additional participation is unclear.  Please tell us the type of activity contem plated by
the underwriter and related persons that forms the basis of this disclosure.  Also tell us
about all other material relationships between the registrant and the underwriter,
including previous transactions.

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 respec t
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.

Please refer to Rules 460 and 461 regar ding 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 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 requeste d effective date of the
registration statement.

Alan Milinazzo
InspireMD, Inc.
May 11 , 2016
Page 3

 Please contact Heather Percival at (202) 551 -3498 or me at (202) 551 -3617 with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 26 , 2014

Via E -Mail
Mr. Craig Shore
Chief Financial Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

 Re: InspireMD, Inc.
Form 10-KT for the Fiscal Year Ended  December 31, 2013
Filed February 26, 2014
File No .  001-35731

Dear Mr. Shore :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in a ny proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include t he
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 19 , 2014

Via E -Mail
Mr. Craig Shore
Chief Financial Officer
InspireMD, Inc.
321 Columbus Avenue
Boston, Massachusetts 02116

 Re: InspireMD, Inc.
Form 10-KT for the Fiscal Year Ended  December 31, 2013
Filed February 26, 2014
File No .  001-35731

Dear Mr. Shore :

We have reviewed your filing and have the following comments.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   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  within ten business days by amending your filing, by
provi ding the requested information, or by advising us when you will provide the requested
response.   If you do not believe our co mments 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -KT for the Fiscal Year Ended December 31, 2013

Item 7.  Management’s Discussion and Analysis, page 45

Results of Operations, page 48

1. We see that you present several non -GAAP measures in your discussion of Results of
Operation s, including “Gross margin excluding non -recurring expenses” and “Financial
expenses (income) excluding non -cash expen ses.   In future filings please  include all of
the disclosures required by Item 10(e)(1)(i) of Regulation S -K, including a  statement
disclosing the reasons why management believes the presentation of the non -GAAP
measure provides useful information to investors regarding the registrant’s financial

Mr. Craig Shore
InspireMD, Inc.
September 19, 2014
Page 2

 cond ition and results of operations for each measure presented.  In addition, please
clearly l abel the measure as “non -GAAP.”

2. As a related matter, we see that you discuss gross margin percentage excluding non -
recurring effects of the consolidation of your manufacturing facilities  on page 48;
however, you only reconcile gross profit excluding re curring expenses on page 49.  In
future filings, please include a reconciliation between the non -GAAP measure and the
most directly comparable GAAP measure  for all non-GAAP measures presented in the
filing as required by Item 10(e)(1)(i) of Regulation S -K.

Report of Independent Registered Public Accounting Firm, page F -2

3. We see that the report of independent registered public accounting firm is not dated as
required by Article 2 -02(a) of Regulation S -X.  Please file a full amendment to the Form
10-K that includes a signed and dated audit report .

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 Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

In responding to our comments, please provide a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jeanne Bennett , Staff Accountant,  at (202) 551 -3606 or Kristin
Lochhead , the a ccount ing reviewer , at (202) 551 -3664 if you have questions regarding these
comments.  In this regard, do not hesitate to contact me at (202) 551 -3671  with any other
questions .

       Sincerely,

        /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

CORRESP
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filename1.htm

April
10, 2013

U.S.
Securities and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    InspireMD, Inc.

    Registration Statement on
    Form S-1

    Filed September 24, 2012

    File No. 333-184066

VIA
FACSIMILE

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Cowen and Company, LLC, as representative of the underwriters, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Washington D.C. time, on April 10,
2013, or as soon thereafter as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)	Date
of preliminary prospectus: April 9, 2013

(ii)	Dates
of distribution: The preliminary prospectus dated April 9, 2013 was distributed from April 9, 2013 to April 10, 2013.

(iii)	Number
of prospective underwriters and dealers to whom preliminary prospectuses were furnished: 2

(iv)	Number
of prospectuses so distributed: 150

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

COWEN
AND COMPANY, LLC

    By:
    /s/
    Jason Fenton

    Name:
    Jason Fenton

    Title:
    Managing Director

CORRESP
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InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

April 10, 2013

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

        Re:

        InspireMD, Inc.

    Registration Statement on Form S-1, originally filed on September 24, 2012

        File No. 333-184066, as
amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern
Time, on April 10, 2013, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · should the U.S. 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 any member
of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    	Very truly yours,

    By:
    /s/ Craig Shore

    Craig
    Shore
Chief Financial Officer

CORRESP
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April 9, 2013

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso, Jay Mumford and Daniel Morris

 Re: InspireMD, Inc.

Registration Statement on Form S-1

File No. 333-184066

Ladies and Gentlemen:

At the request of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”),
we are providing an analysis as to why InspireMD, Inc. (the “Company”) believes that its prior actions, which
may have resulted in a violation of Section 5 of the Securities Act of 1933, as amended (“Section 5”), do not
constitute a material risk to the Company. Specifically, as previously discussed with the Staff, the Company’s decision to
offer investors Series A Convertible Preferred Stock (the “Preferred Stock”) as part of the Company’s
amended registration statement filed on March 22, 2013, followed certain communications between the Company, its agents and certain
investors. Since these communications occurred prior to the filing of the Company’s amended registration statement on Form
S-1 on March 22, 2013 that first registered the Preferred Stock, these communications may have constituted an offer to sell Preferred
Stock in violation of Section 5. The Company has now decided not to sell any shares of Preferred Stock under the registration statement
(or privately) and will amend the registration statement in order to remove all mention of the Preferred Stock so that such registration
statement only registers the offering and sale of the Company’s common stock. Since the Company is no longer offering shares
of Preferred Stock to any investors, the Company does not believe that any claims for violations of Section 5 would constitute
a material risk to the Company. Rather, the risk associated with any claims for violations of Section 5 would only be relevant
to the extent any shares of Preferred Stock were sold by the Company. Since no shares of Preferred Stock will be sold in this offering
and the Company does not believe that any prior offering of Preferred Stock should be integrated with its common stock offering,
the Company does not believe that anyone will be in a position to make a claim against the Company for damages due to a violation
of Section 5. Therefore, the Company does not believe that there is any need to include any risk factor disclosure relating to
claims that the Company violated Section 5 in the Company’s planned amended registration statement.

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

    Very truly yours,

    /s/ Rick A. Werner

    Rick A. Werner, Esq.

 cc: Alan Milinazzo, InspireMD, Inc.

March 25, 2013

Via E -mail
Alan Milinazzo
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 67448

Re: InspireMD, Inc.
Amendment No. 5 to Registration Statement on Form S -1
Amended March 22, 2013
  File No. 333-184066

Dear Mr. Milinazzo :

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 .  Where 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 any amendment to your registration statement and the information you
provide in response to these comments , we may have additional comments.

Prospectus Cover Page

1. We note that you intend to offer an aggregate of $30 million of securities in this offering,
with each investor having the option to choose whether to purchase common stock,
preferred stock or a co mbination of common stock and preferred stock. Please provide us
with your analysis as to how your proposed offering of common and/or preferred stock  to
investors  is consistent with a n underwritten  firm commitment  offering .

2. Generally it is inconsistent with Section 5 of the Securities Act to offer securities before
they are registered for sale.  Please provide us a detailed timeline of your
communications with investors regarding the preferred stock and your analysis of how
those communications were cons istent with Section 5.

Alan Milinazzo
InspireMD, Inc.
March 25, 2013
Page 2

 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 Securities 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 accele ration of the effective date
of the pending registration 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;

 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.

You may contact Jay Mumford a t (202) 551 -3637  or Daniel Morris at 202-551-3314  with
any questions.

Sincerely,

 /s/  Daniel Morris for

  Russell Mancuso
 Branch Chief

cc (via e-mail): Rick A. Werner, Esq.

CORRESP
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March 26, 2013

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso, Jay Mumford and Daniel Morris

Re: 	InspireMD, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Amended March 22, 2013

File No. 333-184066

Ladies and Gentlemen:

We have reviewed with
InspireMD, Inc. (the “Company”) the letter dated March 25, 2013 (the “Comment Letter”) from
the staff (the “Commission Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) regarding Amendment No. 5. (“Amendment No. 5”)
to the Registration Statement on Form S-1 of the Company (File No. 333-184066), initially filed with the Commission on September
24, 2012 (the “Registration Statement”). The following are the Company’s responses to the Comment Letter.
The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter.
For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in
their entirety, with the Company’s corresponding response set forth immediately under such comment.

Prospectus Cover Page

 1. We note that you intend to offer an aggregate of $30 million of securities in this offering, with
each investor having the option to choose whether to purchase common stock, preferred stock or a combination of common stock and
preferred stock. Please provide us with your analysis as to how your proposed offering of common and/or preferred stock to investors
is consistent with an underwritten firm commitment offering.

Response:

In a firm commitment public
offering, once the registrant is prepared to circulate a preliminary prospectus, the underwriters generally communicate with investors
to gauge their interest in the potential offering. The underwriters rarely know exactly what the investors will buy until they
solicit investor interest and ultimately price the deal. The firm commitment is then made at the time the underwriting agreement
is signed, at which time the underwriters are best able to anticipate investor demand for the offering following their discussions
with investors. This offering has followed, and will continue to follow, the same procedure, and will result in the same firm commitment
in the underwriting agreement. Specifically, in the underwriting agreement, the underwriters will commit to purchase a fixed number
of shares of common stock and a fixed number of shares of preferred stock, and will then be obligated to purchase that number of
shares. There will be no unsold shares. Also, like a typical public offering, the Company anticipates that its final prospectus
will contain a more accurate breakdown of the number of shares of common stock and preferred stock to be sold (wherein, neither
the underwriters nor the Company anticipate that any shares will remain unsold).

Haynes and Boone, LLP

Attorneys and Counselors

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Phone: 212.659.7300

Fax: 212.918.8989

    U.S. Securities and Exchange Commission
March 26, 2013
Page 2

As background, the Company
intends to raise a certain amount of proceeds through this offering. The Company desires to raise these proceeds through the sale
of its common stock. As described in more detail in answer to Question 2 below, during the roadshow, a potential investor expressed
concern about the regulatory impact of beneficially owning 10 percent or more of the Company’s outstanding common stock after
the offering. To address this concern, which is a potential concern of many large institutional investors when considering a large
position in offerings of a size similar to this offering, at the suggestion of the underwriters and based on the underwriters’
past experience, the Company decided to provide investors an alternative – a class of preferred stock whose only material rights
are (i) the right to convert to common stock and (ii) otherwise the same rights of the common stock (e.g., the right to vote with
the common stock on an as-converted basis, the right to receive dividends on an as-converted basis), but which also contains a
“blocker” that will divest the holder of beneficial ownership of 10 percent or more of the common stock (by prohibiting
conversion and voting to the extent that the holder would acquire beneficial ownership of more than 9.98% of the common stock).
The preferred stock will be offered to all potential investors, although the Company believes it is unlikely that any investor
who would not beneficially own 10 percent or more of the outstanding common stock after the offering will elect to purchase preferred
stock.

In determining what disclosure
to make in Amendment No. 5, the Company was mindful to include sufficient disclosure in its offering documents before soliciting
investor interest under the revised offering structure. Therefore, the Company attempted to lay out, as clearly as possible, the
entire structure of the offering – that (a) an anticipated $30 million will be offered (excluding the overallotment option),
(b) investors are being offered both common stock and preferred stock, and (c) in order to keep the aggregate offering to a set
amount, for each share of preferred stock purchased in the offering, the Company will reduce the number of shares of common stock
being sold by 1,000. The Company did not believe it would have been appropriate to approach investors to gauge their interest in
the preferred stock and come up with an estimate of the number of shares of preferred stock that should be offered, and therefore,
in an abundance of caution, included common stock and preferred stock up to the full amount of the anticipated offering in Amendment
No. 5. Once the Commission Staff has reviewed the Company’s disclosure and the underwriters have recirculated a revised prospectus,
they will communicate with investors about the revised offering structure, determine which investors are interested in the preferred
stock, and more accurately estimate of the number of shares of common stock and preferred stock to be sold.

It should also be noted
that the Company believes an investment decision to the purchase the preferred stock is the same as an investment decision to purchase
the common stock. As described above, the preferred stock will carry the exact same rights as the common stock and will be immediately
convertible into common stock, except to the extent that the holder thereof would acquire beneficial ownership of more than 9.98%
of the common stock.

    U.S. Securities and Exchange Commission
March 26, 2013
Page 3

 2. Generally it is inconsistent with Section 5 of the Securities Act to offer securities before they
are registered for sale. Please provide us a detailed timeline of your communications with investors regarding the preferred stock
and your analysis of how those communications were consistent with Section 5.

Response:

For the reasons set forth
below, the Company believes that this offering has been conducted in a manner that is consistent with Section 5 of the Securities
Act of 1933, as amended (“Section 5”). In addition, Cowen and Company, LLC (“Cowen”), the
lead underwriter in this offering, has confirmed to the Company that it believes this offering has been conducted in a manner
that is consistent with Section 5 and its regular practices in connection with a public offering.

By way of background,
this offering commenced in the fall of 2012. Once the Company’s preliminary prospectus was prepared in November 2012, the
underwriters and the Company conducted a traditional public offering roadshow. During the roadshow, the underwriters engaged in
customary communications with investors designed to understand investor interest in the offering, including the size and price
of the offering. Based on concerns expressed by investors at the time, the Company and Cowen decided to postpone the offering.

In February of 2013,
the Company and Cowen decided to re-launch this offering and, accordingly, filed an amended preliminary prospectus on March
5, 2013. Subsequent to this filing, the underwriters and the Company commenced a new roadshow. Again, during this roadshow,
the underwriters engaged in customary communications with investors designed to understand investor interest in the offering,
including the size and price of the offering. In particular, on March 13, 2013, Cowen hosted an official roadshow conference
call with one investor who, on March 14, 2013, indicated to Cowen that it would like to pursue a potential investment in the
Company. Between March 15, 2013 and March 17, 2013, Cowen, the Company and this investor engaged in various due diligence
communications regarding the Company’s corporate strategy, data results and certain other matters. Then, on March 18,
2013, this investor informed Cowen that it was concerned about its participation in the offering since it desired to invest
an amount of money that would cause such investor to beneficially own more than 10 percent of the Company’s outstanding
common stock. To address this concern, which is a potential concern of many large institutional investors when considering a
large position in offerings of a size similar to this offering, the investor and Cowen discussed an offering structure which
Cowen had used in past deals that would include a class of “toothless” preferred stock, which preferred stock
would not contain any substantive features that were different from the Company’s common stock other than a mechanism
that would prevent a holder of such preferred stock from converting the preferred stock into common stock or voting such
preferred stock to the extent it would cause such holder to beneficially own more than 9.98% of the Company’s common
stock. On March 19, 2013, at the suggestion of the underwriters and based on the underwriters’ past experience, along
with the fact that the Company believed that this preferred stock was in essence the same as common stock, the Company
decided to revise the offering in order to allow all investors to choose between investing in either common stock or
preferred stock.

    U.S. Securities and Exchange Commission
March 26, 2013
Page 4

As Cowen and the Company
and their respective counsel began to discuss the preferred stock alternative on March 19, 2013, Cowen explained the terms of the
proposed preferred stock and cited a sample deal, which included an example certificate of designation for Company and underwriters’
counsel’s consideration. Also, on March 19, 2013, counsel for the investor was provided with a model preferred stock designation
based on the example provided by Cowen for informational purposes only.

At this time, the Company
was mindful that it must include sufficient disclosure in its offering documents before soliciting investor interest under the
revised offering structure. As such, the Company’s and Cowen’s priority became providing the Commission with a revised
disclosure document so that the underwriters could proceed with discussions with potential investors regarding the new structure
of the offering. The Company and its counsel then began to revise the Registration Statement to include the preferred stock.

On the evening of March
21, 2013, the investor’s counsel sent comments to the draft certificate of designation to Company counsel, which Company
counsel forwarded directly to Cowen. Company counsel then advised investor’s counsel that due to the nature of the offering,
neither the Company nor its counsel was in a position to negotiate a certificate of designation and directed that any comments
relating to the preferred stock be sent to Cowen. Company counsel did not agree to consider or negotiate the terms of the preferred
stock, or indicate that the Company would, in fact, offer the preferred stock. Although the Company did consider some of the investor’s
suggested refinements to the basic terms of the preferred stock, Cowen informed the potential investor that it could not negotiate
additional terms and that, if offered, the rights and preferences of the preferred stock would be the same as those of the common
stock.

The Company filed Amendment
No. 5 with the Commission on March 22, 2013, which contained a general description of the preferred stock, but omitted a form of
certificate of designation, which was still under consideration and had not yet been approved by the Company’s board of directors.

The underwriters and the
Company have not discussed the details of the preferred stock with any investors other than the inquiring investor, other than
to advise such investors that a potential lead investor had suggested including preferred stock with a 9.98% blocker as part of
the offering and the reasons for it. The underwriters, however, did not solicit interest from other investors in such an alternative.
Moreover, neither the Company nor the underwriters believe that they prematurely offered any shares of preferred stock to anyone
in violation of Section 5, as the terms of the preferred stock were not finalized prior to the filing of Amendment No. 5 in a manner
that was acceptable to either the Company or any investor. To that end, the Company has not, and will not, make any offer of the
preferred stock until it can circulate a preliminary prospectus that describes the preferred stock and files a copy of a certificate
of designation with both the Commission and the State of Delaware.

    U.S. Securities and Exchange Commission
March 26, 2013
Page 5

The Company and Cowen
believe that the nature of discussions with investors to date has been consistent with Section 5 and with customary practice in
connection with a public offering. It is not only typical, but necessary, for issuers and underwriters to be responsive to investor
concerns expressed during a roadshow. If no such discussions and no changes to an offering in response to such discussions were
permitted, it would be very difficult for any issuer, especially a small issuer like the Company, to close a public offering. Although
the addition of the preferred stock to the offering is a change to the offering that resulted from an indication of interest during
the roadshow, neither the Company nor Cowen have solicited any feedback on the preferred stock, other than as described above,
or made any offer of the preferred stock, and they will not do so until such an offer can be made in a manner that is consistent
with Section 5.

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

    Very truly yours,

    /s/ Rick A. Werner

    Rick A. Werner, Esq.

 cc: Alan Milinazzo, InspireMD, Inc.

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

March 19, 2013

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1, originally filed on September 24, 2012

    File No. 333-184066, as amended (the “Registration Statement”)

Dear Ladies and Gentlemen:

We hereby request the
withdrawal of our request for acceleration, dated March 12, 2013, of the effective date of the above-referenced Registration Statement
that was requested to become effective at 4:00 p.m., Washington D.C. time, on March 14, 2013, or as soon thereafter as practicable.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Alan Milinazzo

    Alan Milinazzo

    Chief Executive Officer

CORRESP
1
filename1.htm

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

March 19, 2013

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: InspireMD, Inc. (the “Company”)

File No. 333-184066

Registration Statement on Form S-1

Ladies and Gentlemen:

We, as representative of the several underwriters, hereby request
the withdrawal of our request for acceleration, dated March 14, 2013, of the effective date of the above-referenced Registration
Statement that was requested to become effective at 4:00 p.m., Washington D.C. time, on March 18, 2013, or as soon thereafter as
practicable.

    Very truly yours,

    COWEN AND COMPANY, LLC

    By:
    /s/ Jason Fenton

    Name:
    Jason Fenton

    Title:
    Managing Director

CORRESP
1
filename1.htm

March 14, 2013

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1

    Filed September 24, 2012

    File No. 333-184066

VIA FACSIMILE

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Cowen and Company, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:00 p.m., Washington D.C. time, on March 18, 2013, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectuses: March 5, 2013

    (ii)
    Dates of distribution: The preliminary prospectus dated March 5, 2013 was distributed from March 7, 2013 to March 18, 2013.

    (iii)
    Number of prospective underwriters and dealers to whom preliminary prospectuses were furnished: 2

    (iv)
    Number of prospectuses so distributed: 150

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    COWEN AND COMPANY,
    LLC

    By:
    /s/ Jason Fenton

    Name:
    Jason Fenton

    Title:
    Managing Director

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

March 14, 2013

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1, originally filed on September 24, 2012

    File No. 333-184066, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern
Time, on March 18, 2013, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · should the U.S. 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 any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Alan Milinazzo

    Alan Milinazzo

    Chief Executive Officer

CORRESP
1
filename1.htm

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

March 14, 2013

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    InspireMD, Inc. (the “Company”)

    File No. 333-184066

    Registration Statement on Form S-1

Ladies and Gentlemen:

We, as representative of the several underwriters, hereby request
the withdrawal of our request for acceleration, dated March 12, 2013, of the effective date of the above-referenced Registration
Statement that was requested to become effective at 4:00 p.m., Washington D.C. time, on March 14, 2013, or as soon thereafter
as practicable.

    Very truly yours,

    COWEN AND COMPANY, LLC

    By:
    /s/ Jason
    Fenton

    Name:

        Title:

    Jason Fenton
Managing Director

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

March 14, 2013

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1, originally filed on September 24, 2012

    File No. 333-184066, as amended (the “Registration Statement”)

Ladies and Gentlemen:

We hereby request the
withdrawal of our request for acceleration, dated March 12, 2013, of the effective date of the above-referenced Registration Statement
that was requested to become effective at 4:00 p.m., Eastern Time, on March 14, 2013, or as soon thereafter as practicable.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Alan Milinazzo

    Alan Milinazzo

    Chief Executive Officer

CORRESP
1
filename1.htm

March 12, 2013

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1

    Filed September 24, 2012

    File No. 333-184066

VIA FACSIMILE

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Cowen and Company, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:00 p.m., Washington D.C. time, on March 14, 2013, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectuses: March 5, 2013

    (ii)
    Dates of distribution: The preliminary prospectus dated March 5, 2013 was distributed from March 7, 2013 to March 14, 2013.

    (iii)
    Number of prospective underwriters and dealers to whom preliminary prospectuses were furnished: 2

    (iv)
    Number of prospectuses so distributed: 100

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

COWEN AND COMPANY, LLC

    By:
    /s/ Kevin Raidy

    Name:
    Kevin Raidy

    Title:
    Managing Director and Head of Investment Banking

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

March 12, 2013

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

    Re:
    InspireMD, Inc.

    Registration Statement on Form S-1, originally filed on September 24, 2012

    File No. 333-184066, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern
Time, on March 14, 2013, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · should the U.S. 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 any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Alan Milinazzo

    Alan
    Milinazzo
Chief Executive Officer

CORRESP
1
filename1.htm

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

November 13, 2012

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: InspireMD, Inc. (the “Company”)

File No. 333-184066

Registration Statement on Form S-1

Ladies and Gentlemen:

We, as representative of the several underwriters, hereby request
the withdrawal of our request for acceleration, dated November 9, 2012, of the effective date of the above-referenced Registration
Statement that was requested to become effective at 4:00 p.m., Washington D.C. time, on November 13, 2012, or as soon thereafter
as practicable.

    Very truly yours,

    COWEN AND COMPANY, LLC

    By:
    /s/ Kevin Raidy

    Name:
    Kevin Raidy

    Title:
    Managing Director and

    Head of Investment Banking

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

November 13, 2012

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

Re: InspireMD, Inc.

       Registration
Statement on Form S-1, originally filed on September 24, 2012

       File No.
333-184066, as amended (the “Registration Statement”)

Dear Ladies and Gentlemen:

On November 8, 2012,
we requested the acceleration of the effective date of the registration statement on Form S-1 of InspireMD, Inc., pursuant to Rule
461 of the Securities Act of 1933, as amended, so that it would become effective at 4:00 p.m., Eastern Time, on November 13, 2012,
or as soon thereafter as practicable.

We hereby respectfully
withdraw that acceleration request.

Should any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

InspireMD, Inc.

By: /s/ Craig Shore

       Craig Shore

       Chief Financial Officer

CORRESP
1
filename1.htm

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

November 8, 2012

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Amanda Ravitz

 Re: InspireMD, Inc.

Registration
Statement on Form S-1, originally filed on September 24, 2012

File
No. 333-184066, as amended (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 11:00 a.m., Eastern
Time, on November 13, 2012, or as soon thereafter as practicable.

In connection with
the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the
following:

 · 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 any member of
the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and
Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    InspireMD, Inc.

    By:
    /s/ Ofir Paz

    Ofir Paz

    Chief Executive Officer

CORRESP
1
filename1.htm

November 8, 2012

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: InspireMD, Inc.

Registration Statement on Form S-1

Filed September 24, 2012

File No. 333-184066

VIA FACSIMILE

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Cowen and Company, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 11:00 a.m., Washington D.C. time, on November 13, 2012, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)	Date of preliminary prospectuses: October 29, 2012

(ii)	Dates of distribution: The preliminary prospectus dated
October 29, 2012 was distributed from October 30, 2012 to November 8, 2012

(iii)	Number of prospective underwriters and dealers to whom
preliminary prospectuses were furnished: 2

(iv)	Number of prospectuses so distributed: 100

The undersigned confirms that is has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

COWEN AND COMPANY, LLC

    By:
    /s/ Kevin Raidy

    Name:
    Kevin Raidy

    Title:
    Managing Director and Head of Investment Banking

CORRESP
1
filename1.htm

October 29, 2012

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Amanda Ravitz, Jay Mumford and Daniel Morris

 Re: InspireMD, Inc.

Registration Statement on Form S-1

Filed September 24, 2012

File No. 333-184066

Ladies and Gentlemen:

On
behalf of InspireMD, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 1 (“Amendment
No. 1”), marked to show changes to the Registration Statement on Form S-1 of the Company (File No. 333-184066),
filed with the Securities and Exchange Commission (the “Commission”) on September 24, 2012 (the “Registration
Statement”). Reference is made to the letter dated October 18, 2012 (the “Comment
Letter”) from the staff of the Division of Corporation Finance of the Commission (the “Staff”) regarding
the Registration Statement. We have reviewed the Comment Letter with the Company and the following are the Company’s responses
to the Comment Letter. The Company’s responses are numbered to correspond to the Staff’s comments as numbered in the
Comment Letter. For your convenience, each of the Staff’s comments contained in the Comment Letter have been restated below
in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Prospectus Cover Page

 1. Please revise to include all non-Rule 430A information that you have omitted from your document.
For example, we note that you have omitted the number of securities offered. Refer to Regulation S-K Item 501(b)(2) and Question
227.02 of the Securities Act Rules Compliance and Disclosure Interpretations available on the Commission’s website at http://sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

Response:

The Company has included
in Amendment No. 1 an estimate of the number of securities offered, based on the last reported sale price of the common stock on
October 26, 2012, as well as other required non-Rule 430A information.

Haynes and Boone, LLP

Attorneys and Counselors

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Phone: 212.659.7300

Fax: 212.918.8989

U.S. Securities and Exchange Commission

October 29, 2012

Page 2

Summary, page 1

 2. Please disclose in the first paragraph of your overview section your history of losses as well
as the going concern opinion issued by your auditor.

Response:

The Company has made the requested
change on page 1 of Amendment No. 1.

 3. We note that you intend to use the net proceeds of this offering to “pursue FDA approval
in the U.S.” Please disclose in the third paragraph of your overview section the status of the FDA review process and whether
you are currently able to sell products in the US.

Response:

The Company has made the requested
change on page 1 of Amendment No. 1.

 4. We note your disclosure in the third full paragraph on page 2 that you have not yet determined
what your reverse stock split ratio will be and that you intend the split to occur immediately following the effectiveness of the
registration statement. Please disclose the reverse stock split ratio. Also, please tell us how this split will affect your prospectus
disclosure, including the last reported sale price of your common stock disclosed on the prospectus cover page.

Response:

The Company has disclosed
the reverse stock split ratio and the effects of the reverse stock split throughout Amendment No. 1, including with respect to
the last reported sale price of the Company’s common stock disclosed on the prospectus cover page.

Exhibit 5.1

 5. Please file a revised opinion of counsel with all the blank information
completed prior to seeking acceleration of this registration statement.

Response:

The Company
has filed a revised opinion of counsel with all the blank information completed.

U.S. Securities and Exchange Commission

October 29, 2012

Page 3

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

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

 cc: Ofir Paz, InspireMD, Inc.

October 1 8, 2012

Via E -mail
Ofir Paz
Chief Executive Officer
InspireMD, Inc.
4 Menorat Hamaor St.
Tel Aviv, Israel 67448

Re: InspireMD, Inc.
Registration Statement on Form S -1
Filed September 24, 2012
  File No. 333-184066

Dear Mr. Paz :

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 .  Where 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 any amendment to your registration statement and the information you
provide in response to these comments , we may have  additional comments.

Prospectus Cover Page

1. Please revise to include all non -Rule 430A information that you have omitted from your
document. For example, we note that you have omitted the number of securities offered.
Refer to Regulation S -K Item 501(b)(2) and Question 227.02 of the Securities Act Rules
Compliance and Disclosure Interpretations available on the Commission’s website at
http://sec.gov/div isions/corpfin/guidance/securitiesactrules -interps.htm .

Summary, page 1

2. Please disclose in the first paragraph of your overview section your history of losses as
well as the going concern opinion issued by your auditor.

Ofir Paz
InspireMD, Inc..
October 18 , 2012
Page 2

 3. We note  that you intend to use the net proceeds of this offering to “pursue FDA approval
in the U.S.”  Please disclose in the third paragraph of your overview section the status of
the FDA review process and whether you are currently able to sell products in the US.

4. We note your disclosure in the third full paragraph on page 2 that you have not yet
determined what your reverse stock split ratio will be and that you intend the split to
occur immediately following the effectiveness of the registration statement.  Plea se
disclose the reverse stock split ratio.   Also, please tell us how this split will affect your
prospectus disclosure, including the last rep orted sale price of your common  stock
disclosed on the prospectus cover page.

Exhibit 5.1

5. Please file a revised  opinion of counsel  with all the blank information completed prior to
seeking acceleration of this registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng 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 all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequ acy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Co mmission 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 a uthority, 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 of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
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.

Ofir Paz
InspireMD, Inc..
October 18 , 2012
Page 3

You may contact Jay Mumford a t (202) 551 -3637 or Daniel Morris at 202-551-3314  with
any questions.

Sincerely,

 /s/ Daniel Morris for

  Amanda Ravitz
 Assistant Director

cc (via e-mail): Rick A. Werner, Esq.

CORRESP
1
filename1.htm

    Unassociated Document

InspireMD, Inc.

4 Menorat Hamaor St.

Tel Aviv, Israel 67448

 972-3-691-7691

April 27, 2012

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Daniel Morris and Tom Jones

Re:

InspireMD, Inc.

Registration Statement on Form S-1, originally filed on June 16, 2011

File No. 333-174948, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on April 27, 2012, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

·

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 any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

InspireMD, Inc.

By: /s/ Craig Shore

Craig Shore

Chief Financial Officer

January 23, 2012
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
Re: InspireMD, Inc. f/k/a Saguaro Resources, Inc.
 Form 10-K for the fiscal year ended June 30, 2010  Filed August 17, 2010
File No. 333-162168

Dear Mr. Paz:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
  Sincerely,

             /s/  Daniel Morris for
  Amanda Ravitz  Assistant Director

 cc (via e-mail): Rick A. Werner, Esq.

December 15, 2011
Via E-mail
Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed December 1, 2011 File No. 333-174948

Dear Mr. Paz:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Recent Events, page 2

 1. Please reconcile the disclosure in the sec ond paragraph of this section regarding an
estimated fee of approximately $10 m illion with the estimated fee of $6,994,456
mentioned in section 5(a) of the clinical tr ial services agreement filed as exhibit 10.42.

Customers, page 42

 2. We note your response to prior comment 5.  Pl ease disclose the “cer tain sales minimums”
mentioned in the first paragraph of this sec tion.  Also, reconcile th e disclosure in the
fourth paragraph of this section regardi ng options to purchase 8,116 shares for each
$100,000 in sales with section 3.8 of exhibit 10.39 which provides options to purchase
1,000 shares for each $100,000 in sales.

Ofir Paz InspireMD, Inc. December 15, 2011 Page 2

 Summary Compensation Table, page 47

3. Please expand this section to include your supplemental response to prior comment 6
regarding how you determined the option award in 2010 for Mr. Bar.  Also, tell us the
basis for the statement in your response conc erning “Mr. Bar’s relatively low salary as
compared to other executives of the Company” given the salaries disc losed in the table on
page 47.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not for eclose 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Julie Sherman at (202) 551-3640 or Jeffrey Jaramillo, Accounting
Branch Chief, at (202) 551-3212 if you have que stions regarding comments on the financial

Ofir Paz InspireMD, Inc. December 15, 2011 Page 3

 statements and related matters.  Please contac t Tom Jones at (202) 551-3602 or Daniel Morris,
Special Counsel, at (202) 551- 3314 with any other questions.

Sincerely,
  /s/ Daniel Morris for   Amanda Ravitz  Assistant Director

cc (via e-mail): Rick A. Werner, Esq.

October 25, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed October 12, 2011 File No. 333-174948

Dear Mr. Paz:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Risk Factors, page 5

 1. We note your response to prior comment 2.  Plea se tell us where you filed as an exhibit
the agreement with your distributor in Israel  to revoke its right to  return purchases.
 Pre-Clinical Trials, page 31

 2. We note that the second paragraph of your response to prior comment 6 provides the
specific intended meaning of the phrase “to be determined” as used in the charts on pages
31 and 32.  Please revise to include th is explanation in the prospectus.

Ofir Paz InspireMD, Inc. October 25, 2011 Page 2

 Patents, page 40

 3. We note your response to prior comment 8.  If material, please disclose that your patents
were not granted pursuant to your original timetable and provide the reasons for, and
consequences of, such delays.
 Government Regulation, page 41

 4. We note your response to prior comment 9.  Plea se reconcile your disc losure in the third
paragraph of this section that  you are not able to sell products  in various countries, such
as Poland, Spain and India, with disclosure  elsewhere in your filing which appears to
suggest that you are able to se ll.  For example, we note di sclosure on page 42 regarding
your major distributors in these countries.  Al so, reconcile your disc losure in the third,
fourth and fifth paragraphs of this section regardi ng the status of your efforts to obtain
regulatory approval.  In this regard, we note disclosure on page 41 that you are seeking
regulatory approval in Israel ; however, you later disclose on page 41 that you received
approval in Israel in September 2011.
 Customers, page 42

5. We note your response to prior comment 10.  Pl ease disclose the material terms of the
agreements identified.  For example, disclose  the “certain sales minimums” mentioned in
this section.

Summary Compensation Table, page 47

6. Please disclose how you determined the option award in 2010 for Mr. Bar.
 Certain Relationships and Relate d Party Transactions, page 59

 7. We note your response to the second sentence of prior comment 13.  Please disclose the
material terms of your agreement with Ms. Paz, such as the duration of the agreement.  In
addition, disclose the amount owed to Ms. Paz as of December 31, 2010 and as of the
most recent practical date, and disclose the amount paid to Ms. Paz in 2009 and in 2011.
Note that these amounts should be disclosed in U.S. dollars instead of New Israel
Shekels.
8. We note your response to the third sentence of  prior comment 13.  Please tell us the basis
for your belief that the tran saction in Note 9(f) pursuant to which you owed $156,000 to a
related party is not required to be di sclosed by Item 404 of Regulation S-K.

Ofir Paz InspireMD, Inc. October 25, 2011 Page 3

 Consolidated Financial Statements

 9. Consideration should be given on an ongoing ba sis to the updating re quirements of Rule
8-08 of Regulation S-X.  As applicable, an  updated accountant’s c onsent should also be
included with any amendment to the filing.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Julie Sherman at (202) 551-3640 or Jeffrey Jaramillo, Accounting
Branch Chief, at (202) 551-3212 if you have que stions regarding comments on the financial

Ofir Paz InspireMD, Inc. October 25, 2011 Page 4

 statements and related matters.  Please contac t Tom Jones at (202) 551-3602 or Daniel Morris,
Special Counsel, at (202) 551- 3314 with any other questions.

Sincerely,
  /s/ Daniel Morris for
Amanda Ravitz
 Assistant Director

cc (via e-mail): Rick A. Werner, Esq.

October 5, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 21, 2011 File No. 333-174948

Dear Mr. Paz:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Risk Factors, page 5

 1. We note your response to prior comment 6.  Plea se add separate risk factors to highlight
the risks related to your operati ons in Israel.  Also, include a risk factor that highlights
that investors may experience difficulties in  attempting to enforce judgments based upon
U.S. federal securities laws against your non-U.S. resident direct ors and officers.
 2. We note your response to prior comment 8.  Please  add a risk factor to  highlight that your
distributors have a contractua l right to return all purchas es to you for up to eighteen
months from the purchase date.
 We are subject to financial reportin g and other requirements, page 15

 3. Please update the disclosure to clarify wh ether you have accomplished any of the
objectives mentioned in the fourth sentence of this risk factor.

Ofir Paz InspireMD, Inc. October 5, 2011 Page 2

 Our Products, page 29

 4. Your revisions in response to prior comm ent 11 do not address the myocardial blush
grade or rates of adverse car diac events of other bare-met al and drug-eluting stents.
Revise your disclosure in this section to provide comparative data for your competitors.
 Pre-Clinical Studies, page 31

 5. We note your response to prior comment 14.  Pl ease clarify that th e trials in 2005 and
2006 were limited to animal testing.  Also, cl arify that the comparisons mentioned in the
fourth and fifth sentences of this secti on were based only on animal testing and not
meaningfully connected to human subjects.
 Clinical Trials, page 32

 6. Please revise the prospectus to provide the in formation set forth in your response to prior
comment 13 regarding the reasons for your trial delays.  Also, tell us why your tabular
disclosure in this se ction does not include your clinical trial in Brazil mentioned in the
fifth paragraph on page 34.

Growth Strategy, page 37

 7. We note your response to prior comment 17.  Pl ease update the disclo sure regarding the
strategies mentioned in the bu llet points in this section.  Fo r example, update to disclose
whether you have partnered with companies as mentioned in the last bullet point.
 Patents, page 40

 8. Please expand this section to disclose, if know n, the reasons for the de lays regarding your
patent filings.  We note the disclosure in th is section that none of your 35 filed patents
have been granted.

Government Regulation, page 41

 9. We note your response to prior comment 16.  Pl ease reconcile the di sclosure in this
section that you need to submit applications for regulatory approval in various countries
with the disclosure on page 23 that your produc t has been sold in t hose countries.  Also,
expand this section to disclose the material  government regulations in Israel concerning
your product.
 Customers, page 42

 10. Please update the disclosure concerning your ma terial customers.  For example, we note
the disclosure on page F-48 that a custom er from India accounted for 40% of your

Ofir Paz InspireMD, Inc. October 5, 2011 Page 3

 revenues in the six months ended June 30, 2011.  Also, disclose the terms of your
agreements with your material customer and file the agreements as exhibits.
 Legal Proceedings, page 43

 11. We note your response to prior comment 25.  Plea se update the disclosu re in this section
concerning litigation with Mr. Mayor and litigation disclosed on page F-50.
 Agreements with Executive Officers, page 45

 12. Please clarify that you entered into consulti ng agreements with A.S. Paz Management
and Investment Ltd. and Israeli Society Ltd. through which you retained Mr. Paz to serve
as your chief executive officer and Dr. Holzer to  serve as your presid ent.  Also, tell us,
with a view to disclosure, w hy you entered into consulting agreements with these entities
instead of employment agreements  with Mr. Paz and Dr. Holzer.

Certain Relationships and Relate d Party Transactions, page 55

 13. Please provide the disclosure required by Item 404(a) of Regulation S-K.  For example,
we note that you do not disclose in this sec tion the consulting agreements with A.S. Paz
Management and Investment Ltd. and Isra eli Society Ltd and the related party
transactions disclosed in Note  9 on page F-19.  Also, tell us  where you filed as exhibits
the agreements mentioned in Note 9.
 Financial Statements for the Years Ended December 31, 2010 and 2009

 Note 10 – Commitments and Con tingent Liabilities, page F-20

 c. Litigation, page F-21

14. Please refer to our prior comment 25. Please revise your disclosure to provide an
explanation, similar to the one provided in your response, of why you recorded the
$134,000 and $53,000 of expenses in the year ended December 31, 2006 even though the claims were not submitted until 2010.  In particular, include disclosure of your conclusion that the conditions requiring you to record each charge existed in fiscal 2006
at the time of the events that gave rise to  the litigation and were  not triggered by the
formal claims filed by the plaintiffs in fiscal 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Ofir Paz InspireMD, Inc. October 5, 2011 Page 4

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Julie Sherman at (202) 551-3640 or Jeffrey Jaramillo, Accounting
Branch Chief, at (202) 551-3212 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Tom Jones at (202) 551-3602 or Daniel Morris,
Special Counsel, at (202) 551- 3314 with any other questions.

Sincerely,
  /s/ Daniel Morris for
Amanda Ravitz
 Assistant Director

cc (via e-mail): Rick A. Werner, Esq.

September 15, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
  Re: InspireMD, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 26, 2011 File No. 333-174948

Dear Mr. Paz:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Overview, page 1

 1. Please note that your disclosure of revenues in the opening paragraph should be balanced
by disclosure of your net income or net loss for the completed fiscal year and stub period.
Revise accordingly.
 2. Revise the prospectus, where appropriate, to  expand your discussion of the transactions
related to the share exchange , including your transactions with former chief executive
officer Lynn Briggs and your  escrow arrangement.
 3. We note your response to prior comment 2.  Please provide marked pages from the
journals and articles mentione d in the first and fifth paragr aphs of this section supporting
your disclosure.

Ofir Paz InspireMD, Inc. September 15, 2011 Page 2

 4. Please clarify the reference in the sixth pa ragraph of this sec tion to “percutaneous
coronary intervention.”
 5. We note your response to prior comment 4, in cluding the final sentence of the third
paragraph on page 2.   However, your statem ent that one trademark (MGuard) refers to
another (MGuard Prime) is not clear.  Therefore, we reissu e the comment.  With a view
to disclosure, please tell us whether you will need to secure an additional CE mark for
MGuard Prime.
 We expect to derive our revenues from sa les of our MGuard stent products, page 5

 6. We note that in response to prior comment 5 you expanded the bullet points in this risk
factor to include cross-references to other ri sk factor headings.  This response does not
address our request that you expand your disclosure of the bulleted risks or provide
appropriate discussion of such risks under separate headings.  Therefore, we reissue prior
comment 5.
 We may have violated Israel i securities laws, page 14

 7. We note your response to prior comment 8.  Plea se expand this risk factor to disclose
when you applied for a no-action determinati on, the status of your application and the
fines and penalties that may be applicable.
 Management’s Discussion and Analysis, page 18

 Results of Operations, page 20

 Six Months Ended June 30, 2011 Compared to  Six Months Ended June 30, 2010, page 23

 8. Please refer to our prior comment 12. We note your  revised disclosure that explains that
deferred revenue decreased by approximately 80%  and this was offset by an increase in
gross revenues of 93%, however, your discussi on of the changes in deferred revenue to
various distributors and the gross revenue to various di stributors does not provide
investors with the underlying reasons for the changes in revenues between periods. In
light of the significant recogni tion of revenues during the si x months period ended June
30, 2011 that were previously deferred, expl ain what events occurred during the six
months period ended June 30, 2011 that resu lted in the recognition of the related
revenues. In addition, provide insight as to the underlying reasons for the increases in
gross revenues to your various distributors durin g the period.  Furthermore, as previously
requested, please discuss and quantify each fact or that caused the decrease in revenue
between the six months ended June 30, 2011 and the six months ended June 30, 2010.

Ofir Paz InspireMD, Inc. September 15, 2011 Page 3

 Liquidity and Capital Resources, page 25

 9. Please tell us where you have discussed your factoring arra ngement in this section.
 Our Industry, page 29

 10. We note your response to prior comment 15.  Please tell us how you confirmed that the
market data presented on pages 29, 30 and 38 reflects the most recent available data.
Also, please provide marked pages from the re ports mentioned in this section supporting
your disclosure.
 Our Products, page 29

 11. Please clarify the references to “myocardial blush grade” and “restenosis rates” in the
second and third paragraphs on page 30, resp ectively. Also, clarify why the results of
your clinical studies “suggest ” higher levels of MBG and lo wer rates of adverse cardiac
events and why, if true, these findings would give you a competitive advantage.
 Product Development and Critical Milestones, page 31

Pre-Clinical Studies, page 31

12. We note that certain information related to FDA Approval, U.S. Sales, Start of Study and
End of Study remained “To be determined” as  of the date of the initial filing of the
registration statement.  We also note that in  this amendment to the registration statement
you have revised your disclosure to  reflect that the same inform ation is “Not applicable.”
With a view to disclosure, please explai n the bases for the changed disclosure.
 13. We note your disclosure on pages 9 and 10 of your Form 8-K filed on April 6, 2011.
However, your tabular disclosure in this sec tion appears to indicate that the start and end
of the studies have been delayed.  With a vi ew to disclosure, pleas e explain the reasons
for the delays.
 Ongoing Clinical Trials, page 34

 14. We note your response to prior comment 19 and reissue.  With a view to disclosure,
please provide the staff with a clear explan ation as to the differing results of your 2005
and 2006 studies.
 15. We note that on page 34 you disclose the number of patients in your studies as of June 1,
2011.  We also note that you have disclosed on page 36 your plan to launch a study in the
second fiscal quarter of 2011.  Please revise the prospectus to update your disclosure.

Ofir Paz InspireMD, Inc. September 15, 2011 Page 4

 Future Clinical Trials, page 36

 16. We note your response to prior comments 16.  We also note your revised disclosure
under “Government Regulation” on page 41.  Please reconcile your disclosure of the
countries in which you will seek approval and provide a discussion of the necessary steps
and timeline for approval in these countries , including applicable local requirements.

17. In this regard, it is unclear why you have elected not to discuss your plans for product
approval in China given your disclosure in the prospectus that you are “aggressively
pursuing additional registrations” in China as we ll as other countries.  We also note your
disclosure that you have filed fo r intellectual property protecti on in China.  Please revise
your prospectus accordingly.
 Manufacturing and Suppliers, page 42

 18. We note your response to prior comments 17 and 24.  Please expand your discussion of
the material terms of your license agreement to  include a description of term, termination
and indemnification provisions, if any.  To  the extent there ar e additional material
provisions, please describe.  Al so, provide similarly expanded discussion of the material
terms of the other manufacturing and supply agreements disclosed in this section.

Selling Stockholders, page 51

 19. We note your response to prior comment 27.  Gi ven the nature of the transaction being
registered, please advise the staff of the company’s basis for determining that the
transaction is appropriately char acterized as a transaction that is eligible to be made on a
shelf basis under Rule 415(a)(1)(i).
Financial Statements for the Years Ended December 31, 2010 and 2009

 Note 2 – Significant Accounting Policies, page F-8

 l. Revenue Recognition, page F-10

 20. We note from your response to our prior co mment 33 that you provide free products as
incentives to certain distribut ors but see you indicate you wi ll provide disclosures of
credits, rebates, price protection and other similar incentives if relevant. We also note
from the Addendum to the Distribution Agr eement with Hand-Prod (filed as exhibit
10.28) that it appears that you offer this distri butor free stents as indicated in the tabular
summary.  Please explain if th ese incentives are material an d explain your response that
you will disclose if relevant.
 21. In this regard, we note from the tabular su mmary provided as part of the Addendum to
the Distribution Agreement that the stents  will be placed in a special warehouse and

Ofir Paz InspireMD, Inc. September 15, 2011 Page 5

 shipped when the order to send the stents is received. Please tell us more about the
storage and delivery process and specify at  which point you rec ognize revenue for the
stents. Please refer to the applicable guid ance in SAB 104 as part of your response.
 22. Additionally, we note from the tabular summar y provided as part of the Addendum to the
Distribution Agreement that Hand Prod will pre pa y for orders or pay after the invoice is
received.  Please tell us if these payments are for multiple deliverables or are only for the stents.
 Note 8 – Long-Term Loan, page F-17

 23. Please refer to our prior comment 37. While we  see your disclosure that the bank asked
you to grant additional fixed liens in N ovember 2010, we do not see where you explain
the underlying reason for that request. As previously requeste d, please revise your
disclosure accordingly.
 Note 10 – Commitments and Con tingent Liabilities, page F-20

 c. Litigation, page F-21

24. Please refer to our prior comment 38. While we  note your revised disclosure in 10.c. 1)
and other similar subsequent listings in this litigation disclosure se ction that you have not
recorded an expense related to damages becau se management is of the opinion that a loss
is neither probable nor estimable, in our pr ior comment we specifically referred to the
disclosure requirements rega rding a reasonably possible loss or range of loss.  For each
claim that no accrual is made for loss continge ncy or an exposure to loss exists in excess
of the amount accrued, please expl ain to us if there is at leas t a reasonable possibility that
a loss or an additional loss may have b een incurred and your reasons for such
conclusion.  Please note that for unrecognized contingencies  associated to each claim
listed  on page F-21 and  F-46 that meet th e criteria in paragra ph 3 of ASC 450-20-50 you
are required to disclose (i) the nature of the contingency, and (ii) the possible  loss or
range of loss or provide a statement that su ch an estimate cannot be made.  Please revise
your disclosure accordingly.
 25. Please refer to our prior comment 39. Pleas e further explain why you allocated the
$134,000 expense to the year ended December 31, 2006 when the claim was submitted in
November 2010.  In this regard, please tell  us how much of the total expense was
recorded in 2005 and 2006, and explain why you be lieve it is appropriate to adjust prior
financial statements to record this expens e when the claim was submitted in November
2010.  Please provide a similar explanation as it relates to Note 10 c. 6. We also noted
that your revised disclosures in c.5) and c.6) eliminated the date the claim was filed, i.e.
November 2010.  Please explain your rationale fo r this revision.  We will continue to
review your response to our prior comme nt 39 upon receipt of the aforementioned
information.

Ofir Paz InspireMD, Inc. September 15, 2011 Page 6

 26. We note from your response to our prior comme nt 39 that the fair value of the stock
options with respect to the litigation described in Note 10c.4 was $2.5 million using the
Black-Scholes valuation model, as of May 2009, which was the period for which the
claimant claims these stock options.  In this regard, please ex plain to us how you
accounted for these stock options at the in itial recognition of this claim and your
accounting or planned accounting between the initial recognition of this claim and the
date that the actual stock op tions are granted.  Please provide references to the
authoritative literature, which supports your accounting.  Additionally, please clarify for
us if any of the stock options have been granted, providing as part  of your response the
grant dates and number of stock options.  Pleas e provide a similar expl anation as it relates
to the stock options discussed in Note 10c.3 and 10c.5.
 27. Please refer to our prior comment 40. It appe ars you have revised this disclosure to
change the $1,020 thousands in cl aims to $20,000. Please explain.
 28. We note that you have recorded provisions relating to claims made against you based
upon the opinion of your legal counsel.  We al so see that you have not recorded an
expense related to damages in connecti on with certain other matters because
management, after consultation with legal couns el, is of the opini on that the ultimate
resolution of these claims will not result in a loss to the Company. Please refer to
Question 233.02 of the Compliance and Disclo sure Interpretations on Securities Act
Rules, which can be found at http://www.sec.gov/divisions/corpfin/guida nce/securitiesactrule s-interps.htm and
describe to us and revise this note to clar ify the nature and extent of your reliance on
legal counsel in determining whether a liabil ity was required and the amount of each of
the provisions you recorded. In particular, please differentiate be tween those instances
where you relied exclusively on the opinion of legal counsel to provide you the amount
of the required liability versus the instances  where the opinion of legal counsel was one
of other factors considered by mana gement in reaching its conclusion.
 Note 13 – Supplementary Financial Statement Information, page F-30

 f. Financial expenses (income), net, page F-31

 29. Please refer to our prior comment 41. We note from your disclosure in footnote 7 that
your initial valuation of th e beneficial conversion feature was $308,000. Please further
explain in your disclosure how  you determined that the intrin sic value of the beneficial
conversion feature at the time of extinguishme nt was equal to the original beneficial
conversion feature in the amount of $308,000.  Additionally, tell us whether you made
any prior payments on the loan, and how you included this as part of your analysis.
 30. In this regard, based on the guidance of FA SB ASC 470-20-40-3, it appears that any gain
recognized should be recorded as a gain or lo ss on extinguishment of the convertible debt
security. Please revise y our disclosures accordingly.

Ofir Paz InspireMD, Inc. September 15, 2011 Page 7

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

should the Commission or the staff, acting pursua nt 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 re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing;

July 13, 2011
 Via E-mail

Ofir Paz Chief Executive Officer InspireMD, Inc. 3 Menorat Hamaor St. Tel Aviv, Israel 67448
Re: InspireMD, Inc.
 Registration Statement on Form S-1  Filed June 16, 2011
File No. 333-174948

Dear Mr. Paz:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Overview, page 1

 1. Please revise the opening paragraph to disclo se your revenues for the most recently
completed fiscal year and stub period, as applicable.
 2. Please provide objective support fo r your statement in the final paragraph of this section
that cobalt-chromium stents are “generally known in the i ndustry to provide better
deliverability and possibly even a reduc tion in major adverse cardiac events.”
 3. We note that this section fo cuses extensively on the streng ths of your product.  Please
revise the Summary and Business sections to  add balancing disclo sure addressing any
drawbacks or competitive disadvantages facing your products.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 2

 4. We note in the second-to-last pa ragraph of this section that your current CE mark covers
your first generation product, MGuard Coronar y.  With a view to disclosure, please tell
us whether the MGuard Prime will require  you to secure an additional CE Mark.
 We expect to derive our revenue from sa les of our MGuard stent products, page 4

 5. If the bulleted risks listed in the second  paragraph are materi al, please expand your
disclosure of the risks under this heading or  provide appropriate di scussion of the risks
under separate risk factor headings.
 Clinical trials necessary to support a pre-market approval application, page 6

 6. Please revise to clarify whet her the Cypher and Taxus Expre ss2 stents are your products.
 If we fail to maintain or establish sati sfactory agreements w ith suppliers, page 10

 7. Please confirm that you have filed all materi al agreements with QualiMed Innovative
Medizinprodukte GmbH, MeKo Laserstrahl-Ma terialbearbeitung and Natec Medical Ltd.
 We may have violated Israel i securities law, page 13

8. With a view to disclosure, please tell us when you applied for a no-action determination
from the Israel Security Authority.  In your re sponse, please also provide the staff with an
update of the current status of your request a nd describe the fines and other penalties to
which you may be subject.
 Because we became public by means of a “reverse merger”.., page 14

 9. Please expand this risk factor to further disc uss the risk presented.  For instance, clarify
the meaning of your statement that brokerage  firms have “no incentive”’ to cover your
common stock.
 Use of Proceeds, page 17

 10. Revise the second paragraph to quantif y the maximum amount of proceeds you may
expect to receive if the warrants are exercised on a cash basis.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 3

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18
 Critical Accounting Policies, page 18

 Inventory, page 19

 11. Please revise to include your policy regarding your review  for obsolescence and the way
in which you write inventory down to market value.
 Results of Operations, page 20

 Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010, page
20
 12. We note that your revenues have decreased  by approximately 20% and noted from your
disclosure that the decrease is  primarily related to the rec ognition of previously recorded
deferred revenues in the fi rst quarter of 2010 for which there was no comparable
revenues in 2011, which appears to be more of a timing issue rather than an explanation
of the underlying reason for the d ecrease in sales.  In light of the significant decrease in
revenues your MD&A disclosure  does not appear to provid e investors with a thorough
analysis that provides reader s a view of the company through the eyes of management.
When individual line items, disclosed in your statements of operations, significantly
fluctuate in comparison to the comparable prior period, please quan tify, and disclose the
nature of each item that caused the significan t change.  For example, please quantify each
material factor, i.e. such as  price changes and / or volume changes by type of product,
disclose separately the effect on operations  attributable to each factor causing the
aggregate change from year to year and disclo se the nature of or reason for each factor
causing the aggregate change.  The analysis s hould reveal underlyi ng material causes of
the factors described and any future impact on operating results.  Please incorporate the
above comment to all of the disclosures in th e analysis of your results of operations in
MD&A, including operating expenses.  For furt her guidance, please refer to Item 303 and
the related instructions in Regulations S-K as well as SEC Interpretive Release No. 33-
8350.
 13. In this regard, we also noted that desp ite the decrease in sales your gross margin
percentage increased more than 10 percenta ge points, from 36.2% to 46.7%.  Please
revise to explain how you were  able to obtain significant in creases in your gross margins
and more efficient manufacturing and economies of scale when sales levels had actually
decreased.  Please quantify the increase in aver age selling prices and the number of units
purchased as part of your disclosure and explain how the increased purchasing volumes
you refer to relate to the overall decrease in sales during the period.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 4

 14.      Where changes in financial statement line  items are the result of several factors, each
significant factor should be separately quantified and discussed.  For example, you say
that the increase in general and administrative  expense was primarily due to an increase
in investor related activities and provisi ons for pending litigation.  However, you do not
quantify the impact of each of th ese factors.  Please revise yo ur disclosure to address our
concerns.
 Business, page 24

15. Regarding the market data that you disc lose in this sec tion, please tell us:

 how you confirmed that the data used in th e registration statement reflects the most
recent available information;
 whether all of the data is publicly available;
 whether you paid for the comp ilation of any of the data;
 whether any of the data was prepared for your use in the registration statement; and
 whether the authors of the data consented to  your use of such data in the registration
statement.

If you are affiliated with the preparation of any of the da ta, please ensure that your
disclosure clearly indicates the nature of all such affiliations.

16. We note your discussion of pre-cl inical and clinical studies. However, this information is
not presented within th e context of your curr ent and planned operations.  With a view to
disclosure, please provide a detailed discussion the necessary steps and associated costs required in order to receive approval to sell  your products in the United States, China and
other new markets into which you currently in tend to expand.  Please provide the staff
with a discussion of the number, size and complexity of the trials that must be completed
as well as the expected timeframe for completion.
 17. Please tell us where you have discussed th e terms and significance of the company’s
license agreement to use the MGuard Prime stent design.
 Our Products, page 26

 18. Please revise to further explain how your products differ from, and improve upon,
existing products in the marketplace.  Fo r example, your references to MGuard
Coronary’s “enhanced clinical profile” and “enhanced bio-absorbability” and MGuard
Carotid’s “superior embolic protection characteristics” are overly vague. Revise
accordingly.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 5

 Comparison of Clini cal Trials, page 31

 19. We note the difference between the results of your 2005 and 2006 studies and the results
of the trials described in this  section.  With a view to disc losure, please tell us whether
your product underwent design changes or othe rwise explain the basis for the differing
results.
 Product Positioning, page 34

 20. Please quantify the market penetration describe d in the first paragraph of this section.
 Government Regulation, page 35

 21. Please expand this section to disclose the material regulatory requirements for the
international markets th at you are targeting.
 Customers, page 36

22. Please clarify whether you have a written agreement with Hand-Prod Sp. Z.o.o. and file
such agreement as an exhibit. Also, disc uss the material terms of the agreement.

Manufacturing and Suppliers, page 36
 23. Please discuss the availability of raw materials.
 24. Please expand your discussion of the materi al terms of your agreements with the
companies mentioned in this section, in cluding any provision s related to term,
termination, exclusivity or incen tive programs.  Provide similar disclosure of the material
terms of your distribution agreements.
 Executive Officers and Directors, page 38

 25. For each director, please discuss clearly the sp ecific experience, qualifications, attributes
or skills that lead to the conclusion that the person shoul d serve as a director for the
registrant at this time in light of the registrant’s business and structure.
 26. Please tell us why you do not discuss in th is filing your Scientific Advisory Board
mentioned in exhibit 99.1 of your  Form 8-K filed on April 6, 2011.

Ofir Paz InspireMD, Inc. July 13, 2011 Page 6

 Selling Stockholders, page 43

27. Please tell us whether any of the selling stoc kholders are broker-deale rs or affiliates of a
broker-dealer.  Any selling stockholder who is a broker-dealer must be  identified in the
prospectus as an underwriter.  In addition, each selling stockholder who is an affiliate of a
broker-dealer must be identified in the prospectus as an underwriter unless that selling
stockholder is able to make the followi ng representations in the prospectus:

 The selling stockholder purchased the shares  being registered for resale in the
ordinary course of business.

 At the time of the purchase, the se lling stockholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute th e securities.

Please revise as appropriate.
28. Please disclose the natural person or persons  who have voting and/ or investment power
for the shares held by the selling stockholders.

Financial Statements for the Years Ended December 31, 2010 and 2009
29. Consideration should be given on an ongoing ba sis to the updating re quirements of Rule
8-08 of Regulation S-X.  An updated accountant’s consent should also be included with any amendment to the filing

Report of Independent Registered Public Accounting Firm, page F-2

 30. It does not appear that your auditors’ report incl udes the appropriate electronic signature
form.  Please ask your auditors to provide a revised report with the appropriate electronic
signature in your next amendment.
 Note 2 – Significant Accounting Policies, page F-8

 l. Revenue Recognition, page F-10

 31. We note your disclosure that when returns canno t be reliably estimated both revenues and
related direct costs are eliminated, and the products are deemed unsold, you defer
revenues and indicate the inve ntory as held on consignment as part of your financial
statements.  Please tell us why you refer to sales of items where the returns cannot be
estimated to be inventory on consignment.  Also explain your classification and cite the
accounting guidance upon which you based your accounting.
 32. In this regard, please revise to more fully explain your return policy, including the term
of the return period.  Additionally, please explain to us why you record your provision for

Ofir Paz InspireMD, Inc. July 13, 2011 Page 7

 sale returns and related costs as “account s payable and accruals” and “inventory on
consignment”, respectively.  Also, tell us wh en you realize the related deferred revenues.
Please quantify the aforementioned amounts as  part of your response for each period
presented.
 33. Please expand your disclosure to describe your revenue recognition policy in greater
detail.  To the extent that the policy differs  among customer categories, please make your
disclosure product line specific.  Details shou ld be provided to the extent that policy
differs among the various marketing venues us ed by the Company, i.e. distributors and
direct sales.  Also, if the po licies vary in different parts of the world, those differences
should be discussed.  Provide details of di scounts, post shipment obligations, customer
acceptance, warranties, credits, rebates, a nd price protection or similar privileges and
how these impact revenue recognition.
 n. Share-Based Comp ensation, page F-11

 34. We noted your disclosure that you elected to  recognize compensation expense for awards
with only service conditions that have grad ed vesting schedules using the accelerated
multiple option approach.  With regards to  what you refer to as your election, please
clarify for us if you have awards other than those with service conditions and tell us how
you determine and recognize related compensation expense.
 v. Factoring of Receivables, page F-13

 35. We note your disclosures that you factored cert ain of your trade rece ivables. Please tell
us the amounts factored and explain whet her you have any ongoing obligations or
recourse related to those factored receivables.
 Note 8 – Long-Term Loan, page F-17

 36. We note your disclosure that the first loan  totaled $750 thousand, you did not receive the
second loan, and the credit line was not utilize d. Please tell us the ba lance due on the loan
as of December 31, 2009 and 2010 and how you have included those liabilities on the
balance sheet for each period.
 37. Revise to explain why you were required to  grant additional fixed liens in November
2010 and again at December 31, 2010.
 Note 10 – Commitments and Con tingent Liabilities, page F-20

 c. Litigation, page F-21

 38. We see you indicate herein that you are involv ed as defendants in va rious litigations. For
those claims that no accrual is made for loss contingency or if an exposure to loss exists

Ofir Paz InspireMD, Inc. July 13, 2011 Page 8

 in excess of the amount accrued, please revise to  explain if there is at least a reasonable
possibility that a loss or an additional loss may have been incurred and your reasons for
such conclusion.  Please note that for unrecogniz ed contingencies that meet the criteria in
paragraph 3 of ASC 450-20-50 you are required to disclosure (i) the nature of the
contingency, and (ii) the possibl e loss or range of loss or provide a statement that such an
estimate cannot be made. Please revise your disc losure to provide the required disclosure,
if applicable.

39.  Reference is made to the litigation describe d in Note 10 c. 4 and 5.  Please revise to
disclose the fair value of the stock op tions in both claims, and the method and
assumptions used to estimate such fair value.    Additionally, clarify for use the period in
which you recorded the provisions associated to  each claim.  As part of your response,
please explain why you would record the $20,000 provision as described in Note 10 c. 4
in 2009 when the claim was submitted in Nove mber 2010.  Additionall

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             SAGUARO RESOURCES, INC.
                                   71 The Mead
                           Darlington, Durham DL1 1EU
                            Phone: 011-44-7753-998016
--------------------------------------------------------------------------------

                                                                 January 5, 2010

U. S. Securities and Exchange Commission
Office of Small Business
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC  20549

Attn: Mr. H. Roger Schwall, Assistant Director

Dear Mr. Schwall:

Re:  Request for acceleration of the effective date of the Registration
     Statement on Form S-1/A of Saguaro Resources, Inc.
     Filed: 1-05-2010
     File No. 333-162168

Pursuant to requirements of Section 8(a) of the Securities Act the undersigned
hereby requests that the Form S-1/A Registration Statement of Saguaro Resources,
Inc. be declared effective on Thursday, January 7, 2010 at 12 noon, eastern
time, or on such earlier or later date as the Commission acting pursuant to this
Section 8(a) shall determine.

Saguaro Resources, Inc. acknowledges that:

     (a)  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;

     (b)  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

     (c)  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.

If you have any questions, please contact our attorney Ms. Abby Ertz of the Ertz
Law Group at (619) 840-4566.

Yours truly,

/s/ Lynn Briggs
---------------------------------
Lynn Briggs
President and Director
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

     DIVISION OF
CORPORATION FINANCE

December 7, 2009

Ms. Lynn Briggs Chief Executive Officer Saguaro Resources, Inc. 71 The Mead Darlington, Durham DL1 1EU United Kingdom
Re: Saguaro Resources, Inc.  Amendment No. 2 to Form S-1  Filed November 16, 2009  File No. 333-162168
 Dear Ms. Briggs:

We have reviewed your response letter and your amended filing and have the following
comments.  Where indicated, we think you should revise your registration st atement in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any questions you might
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.
General

Financial Statements, page 35
1. We note your disclosure that your financial statements for the period ended September 30,
2009 and related notes have been reviewed by Stan J.H. Lee, CPA.  Please remove this
statement or amend your document to include the report of the account ant on the review of
your financial statements for the period ended September 30, 2009.  See Rule 10-01(d) of Regulation S-X.

Ms. Lynn Briggs
Saguaro Resources, Inc. December 7, 2009 Page 2   Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expe dite our review.  With
your amendment, please furnish a cover letter th at keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comments  after reviewing your amendment and responses
to our comments.   Please contact John Lucas at (202) 551-5798 or, in his absence, Laura Nicholson at (202)
551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

   cc:   Via Facsimile

  Abby L. Ertz, Esq.  (619) 564-8753

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             SAGUARO RESOURCES, INC.
                                   71 The Mead
                           Darlington, Durham DL1 1EU
                            Phone: 011-44-7753-998016
--------------------------------------------------------------------------------

                                                               December 28, 2009

U. S. Securities and Exchange Commission
Office of Small Business
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC  20549

Attn: Mr. H. Roger Schwall, Assistant Director

Dear Mr. Schwall:

Re:  Withdrawal of Request for Acceleration of the effective date of the
     Registration Statement on Form S-1/A of Saguaro Resources, Inc.
     Filed: 12-08-09
     File No. 333-162168

The registrant respectfully requests the withdrawal of the request for
acceleration of the Form S-1/A Registration Statement of Saguaro Resources, Inc.
of Monday, December 28, 2009 at 12 noon, eastern time, or on such earlier or
later date as the Commission acting pursuant to this Section 8(a) shall
determine.

If you have any questions, please contact our attorney Ms. Abby Ertz of the Ertz
Law Group at (619) 840-4566.

Yours truly,

/s/ Lynn Briggs
---------------------------
Lynn Briggs
President and Director
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             SAGUARO RESOURCES, INC.
                                   71 The Mead
                           Darlington, Durham DL1 1EU
                            Phone: 011-44-7753-998016
--------------------------------------------------------------------------------

                                                               December 22, 2009

U. S. Securities and Exchange Commission
Office of Small Business
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC  20549

Attn: Mr. H. Roger Schwall, Assistant Director

Dear Mr. Schwall:

Re: Request for acceleration of the effective date of the Registration Statement
    on Form S-1/A of Saguaro Resources, Inc.
    Filed: 12-08-09
    File No. 333-162168

Pursuant to requirements of Section 8(a) of the Securities Act the undersigned
hereby requests that the Form S-1/A Registration Statement of Saguaro Resources,
Inc. be declared effective on Monday, December 28, 2009 at 12 noon, eastern
time, or on such earlier or later date as the Commission acting pursuant to this
Section 8(a) shall determine.

Saguaro Resources, Inc. acknowledges that:

     (a)  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;

     (b)  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

     (c)  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.

If you have any questions, please contact our attorney Ms. Abby Ertz of the Ertz
Law Group at (619) 840-4566.

Yours truly,

/s/ Lynn Briggs
----------------------------
Lynn Briggs
President and Director
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

     DIVISION OF
CORPORATION FINANCE

November 10, 2009

Ms. Lynn Briggs Chief Executive Officer Saguaro Resources, Inc. 71 The Mead Darlington, Durham DL1 1EU United Kingdom
Re: Saguaro Resources, Inc.  Amendment No. 1 to Registra tion Statement on Form S-1
 Filed October 30, 2009  File No. 333-162168
 Dear Ms. Briggs:

We have reviewed your response letter and your amended filing and have the following
comments.  Where indicated, we think you should revise your registration st atement in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any questions you might
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.
General

1. Please monitor the age of your financial stat ements.  See Item 8-08 of Regulation S-X.

Risk Factors, page 4

2. We note your response to our prior comment 14.  Please provide a risk factor addressing the
fact that since 1999 James McLeod has been an officer, director, or geologist for over twenty companies, most of which have not m oved forward with exploration activities, and
at least five of which have changed businesses and completely abandoned exploration activities.

Ms. Lynn Briggs
Saguaro Resources, Inc.
November 10, 2009 Page 2   Use of Proceeds, page 10

 3. We note your response to prior comment 10, and we  reissue that comment in relevant part.
In each instance where you discuss Ms. Briggs’s  verbal agreement to loan funds, include
each item of expense for which she has agreed to loan the company money.  In this regard, we note your disclosure in the final paragraph of the “Use of Proceeds” section on page 10,
and your disclosure in the second paragraph of the “Liquidity a nd Capital Resources”
section on page 29.

Exhibits

4. We note your disclosure at page 13 that the source of information contained in your discussion regarding the Sky Property is the report prepared by James McLeod.  Please file as an exhibit to your filing a consent from  Mr. McLeod that expressly states that he
consents to your references to him in the regi stration statement.  This consent should concur
with the summary of the information in the repo rt disclosed, and agree to being named as an
expert in your registration statement.

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expe dite our review.  With
your amendment, please furnish a cover letter th at keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comments  after reviewing your amendment and responses
to our comments.
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 al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.       In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.

Ms. Lynn Briggs
Saguaro Resources, Inc. November 10, 2009 Page 3   We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.    Please contact John Lucas at (202) 551-5798 or, in his absence, Laura Nicholson at (202)
551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

   cc:   Via Facsimile

  Abby L. Ertz, Esq.  (619) 564-8753

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

     DIVISION OF
CORPORATION FINANCE

October 23, 2009

Ms. Lynn Briggs Chief Executive Officer Saguaro Resources, Inc. 71 The Mead Darlington, Durham DL1 1EU United Kingdom
Re: Saguaro Resources, Inc.  Registration Statement on Form S-1  Filed September 28, 2009  File No. 333-162168
 Dear Ms. Briggs:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your registra tion statement in response to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.
 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any questions you might
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.  General

 1. Provide complete responses, and where disclosu re has changed, indicate precisely where in
the marked version of the amendment you file we will find your responsive changes.  To
the extent comments on one section apply to similar disclosure elsewhere, please make
corresponding revisions to all affected areas.  Further, please provide updated disclosure
with each amendment.  This will minimize the need for us to repeat similar comments.
2. Please remove the technical report attached as  Exhibit 99.1 to your filing.  Industry Guide 7
specifically prohibits technical  studies being attached to or included in registration
statements.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 2   Prospectus Cover Page

 3. We note your disclosure that if  the board of directors votes to extend the offering for an
additional 90 days, you will notify anyone who ha s subscribed to the offering prior to the
expiration that their money will be promptly refunded unless they provide an affirmative
statement that they wish to s ubscribe to the extended offer.   Please revise your filing to
clarify, if true, that you will re turn such funds to the subscriber unless you receive such
affirmative statement prior to the date upon which the original offering would terminate.
 4. In addition, we note your disclosure on your prospectus cover page that there is no
assurance that you will be able to return the funds in the event that the offering is not fully subscribed.  Please revise your disclosure to  clarify any circumstance in which you may not
be able to return such funds.
 Risk Factors, page 4

 5. Please ensure that your risk factor disclosure does not attempt to qualify or mitigate the identified risks.  For example, in your risk  factor captioned “There  is a Risk That Our
Property Does Not Contain Any . . .,” please re move the disclosure regarding the geological
report, as such disclosure may be interprete d to suggest that ther e are reserves on your
property.
 6. We note your disclosure that after the completion of the offering, Lynn Briggs will own 55.5% of the outstanding shares.  Please add related risk fa ctor disclosure.

Risks Associated With Our Company, page 4

7. Please include a risk factor addressing the risks posed by the fact that your sole officer and
director is located outside of the United States of America.  For example, disclose that as a
result, it might be difficult for investors to e ffect service of process or enforce within the
United States any judgments obtained against he r, including judgments predicated upon the
civil liability provisions of the securities laws of the United St ates or any state thereof.
 If we discover commercial reserves or prec ious metals on our mine ral property…, page 7

 8. You disclose in this risk factor  the risk that you may not be ab le to successfully advance the
mineral claims into commercial production if you do not obtain additional funding, and the
risk that in the event you raise funds through the sale of equity  capital, such sale will result
in dilution to existing shareholders.  Because such dilution appears to present a separate
risk, please revise your filing to present such  risk under a separate risk factor heading.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 3   Use of Proceeds, page 9

 9. Please provide consistent disclosure th roughout your filing regarding your planned
expenditures over the next twelve months.  For ex ample, you state at page 9 that you plan to
complete Phase 1 of the proposed explorati on program and incur certain professional and
administrative costs during the next twelve m onths.  However, on page 29 you state that
your plan is to complete both phases of the exploration program duri ng that twelve month
time period.  In addition, you state at page 9 that you plan to incur $9,250 in legal and
accounting fees after the completi on of the offering.  However, at page 29 you state that you
anticipate spending $7,000 on profe ssional fees, including fees in curred in connection with
the filing of the registration statem ent.  Revise for consistency.

10. We note your statement in this section that your sole officer and director has verbally
agreed to loan the company funds to complete the registration process.  Variations of this
statement occur throughout your document, incl uding at pages 28, 29, and 30.  Please revise
these and any related disc losures for consistency with regard  to the nature of Ms. Briggs’s
commitment and the expenses for which she has agreed to loan the company money.  In this regard, we note that in certain places you stat e that Ms. Briggs has informally agreed to
advance funds for the registration process.  In other places, you state th at she has agreed to
advance funds for the cost of reclamation.
 Terms of the Offering, page 11

 11. Please revise this section to disclose, if true, that the offering will commence on the date of effectiveness of your registration statement.   We note that you have provided such
disclosure on the prospectus cover page.
 Description of Securities, page 12

 12. Please revise to remove any suggestion that you r prospectus does not contain all material
information.  In this regard, we note that the description of your co mmon stock is “qualified
in its entirety” by reference to your ar ticles of incorporation and bylaws.

Interests of Named Experts and Counsel, page 12

13. You state that Abby L. Ertz is representing you in connection with this offering.  However,
the legal opinion filed as Exhib it 5.1 states that Ms. Ertz has not prepared or reviewed any
portion of the registration statement.  Please revise for consistency.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 4   Description of Our Business, page 13

 Acquisition of the Sky Mineral Claims, page 13

 14. We note that you purchased a 100% undivided in terest in the Sky 1-4 Mineral Claims in
June 2008.  Please disclose from whom you purch ased the claims and the legal nature of
your interest in those claims.  In addition, file  all agreements related to this acquisition as
exhibits.
 15. In the first paragraph of this  section, you indicate that you purchased “the geology report”
along with the mineral claims for $7,000.  Howeve r, in the second paragraph, you state that
you engaged Mr. McLeod to prepare the geolog ical report.  Please clarify or revise.

16. You state at page 13 that the claims ar e in good standing until September 1, 2009.  You
further state that the company has applie d to extend the claims until September 2010.
Please provide updated disclosure regarding th e current status of your claims, including a
statement regarding whether you have paid the required maintenance fees.
 Glossary, page 16

17. Please remove the glossary or tell us why it is  appropriate to include it in your prospectus.
For example, we note that many of the terms described in the glo ssary do not otherwise
appear in your prospectus.

Property History, page 19

18. We note your disclosure in th is section regarding the Tonopa h District and various mining
activities conducted since the 1860’s.  Pleas e remove references to nearby mineral
properties and prior exploration ac tivities that have been undertaken in the general area of
your property, which may lead investors to infer that your property has commercial
mineralization because of its proximity to th ese areas.  Focus the disclosure on your Sky
properties.  This comment also applies to  the disclosures on page 22 under the caption
“Deposit Type” and on page 24 under the captio n “Adjacent Properties.”  Finally, confirm,
if true, that your mineral claims  are not in the Tonopah District.

Recommendations, page 25

19. You indicate that you have a three phase expl oration proposal.  However, you only describe
two phases.  Please revise for consistency.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 5   Future Sales by Existing Shareholders, page 35

20. You state at page 35 that your principal shar eholder does not have any plans to sell her
shares “at any time” after the offering is comple te.  Please revise your filing to clarify, if
true, that your principal share holder does not have any current pl ans to sell her shares after
the offering is complete.

Available Information, page 36
 21. We note your statement at page 36 that upon completion of the registration, you will file all requisite reports, including proxy statements.  However, it does not appear that your
securities will be registered pursuant to Section 12 of the Exchange Act upon effectiveness
of your registration statement.  Please advise  whether you will otherwis e be subject to the
proxy rules.
 22. Please update the address of the U.S. Securi ties and Exchange Commission.  Our current
address is: 100 F Street, NE, Washington, DC 20549.
 Exhibit 5.1

23. Please obtain and file a revised legal opinion th at opines on the correct number of shares to
be issued in this offering a nd the correct price at which thos e shares will be sold.  We note
that your current legal opini on covers 1,000,000 shares at $0.02 pe r share.  The prospectus,
however, registers the offer a nd sale of 2,000,000 shares at $0.01 per share.  This comment
also applies to your descripti on of the terms of the offering that are set forth in the
subscription agreement filed as Exhibit 99.2.

24. We note that the legal opinion states that counsel has not reviewed any portion of the
registration statement.  Please obtain an e xplanation from counsel regarding how counsel
can therefore conclude that the shares will be  duly and validly issued, fully paid and non-
assessable upon “the sale thereof . . . in accordance with the terms of the Registration
Statement.”

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expe dite our review.  With
your amendment, please furnish a cover letter th at keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comments  after reviewing your amendment and responses
to our comments.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 6
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 al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll 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 the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
‚ should the Commission or the staff, acting pursua nt 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 a nd 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.
  In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Ms. Lynn Briggs
Saguaro Resources, Inc. October 23, 2009 Page 7
Please contact John Lucas at (202) 551-5798 or, in his absence, Laura Nicholson at (202)
551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

 cc:   Via Facsimile

  Abby L. Ertz, Esq.
 (619) 564-8753