COMPUGEN LTD

Regulatory Filings • Aug 5, 2020

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August 5, 2020

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Courtney Lindsay

Re: Compugen Ltd.

Registration Statement on Form F-3

Filed July 30, 2020

File No. 333-240183

Acceleration Request

Requested Date: August 7, 2020

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File No. 333-240183) (the “ Registration Statement ”), to become effective on August 7, 2020, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “ Staff ”). The Registrant hereby authorizes Daniel Goldberg of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Daniel Goldberg of Cooley LLP at (212) 479-6722.

Very truly yours, Compugen Ltd. By: / s/ Ari Krashin Ari Krashin Chief Financial and Operating Officer

cc: Eran Ben Dor, Compugen Ltd.

Daniel Goldberg, Cooley LLP

Elizabeth Schauber, Cooley LLP

David Kryzanovsky, Cooley LLP