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                               December 23, 2022

       Tomer Izraeli
       Chief Executive Officer
       Polyrizon Ltd.
       5Ha-Tidhar Street
       Raanana, 4366507, Israel

                                                        Re: Polyrizon Ltd.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form F-1
                                                            Filed November 19,
2022
                                                            File No. 333-266745

       Dear Tomer Izraeli:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by 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
October 21, 2022 letter.

       Amendment No. 2 to Registration Statement on Form F-1

       Cover Page

   1.                                                   In your Explanatory
Note following the registration statement cover page, you list the
                                                        differences between the
two documents. We note the following:
                                                            Revise the Resale
Prospectus cover page to include the material information about
                                                             the initial public
offering.
                                                            Clarify the
statement on the Resale Prospectus cover page that "[t]he Selling
                                                             Shareholder are
offering their securities in order to create a public trading market for
                                                             our equity
securities in the United States."
                                                            You state that the
Resale Prospectus deletes the Principal Shareholder section and
 Tomer Izraeli
FirstName  LastNameTomer Izraeli
Polyrizon Ltd.
Comapany23,
December   NamePolyrizon
               2022       Ltd.
December
Page 2    23, 2022 Page 2
FirstName LastName
              replaces it with a Selling Shareholder section. Revise both the
Public Offering
              Prospectus and the Resale Prospectus to include both tables.
Refer to Item 4.a. of
              Form F-1 and Items 7.A. and 9.D. of Form 20F.
                We note the deleted disclosure on page 134 regarding
Eligibility of Restricted Shares
              for Sale in the Public Market, and the following disclosure
regarding lock up
              agreements and Rule 144. Revise to quantify the shares subject to
lock up
              agreements, as you previously disclosed, and provide similar
disclosure in the selling
              shareholder prospectus.
Prospectus Summary, page 1

2.       We note the revisions to the summary risk factors. Revise the summary
risk factors to
         briefly summarize the risks associated with the statements made, such
as the disclosure
         you eliminated in this amendment. For example, on page 5, briefly
explain the risks
         associated with your dependence on your C&C product candidates, the
fact that your
         C&C and T&T technologies are novel technologies, and that you are
subject to U.S.
         federal and state healthcare laws.
3.       We note the revised disclosure regarding PL-15 and PL-16, which you
plan to submit for
         approval pursuant to a De Novo classification request. You state
preclinical safety trials
         are scheduled for the second quarter of 2023 for each. Clarify if you
have or will need to
         submit an Investigational Device Exemption (IDE) in order to conduct
the trial, and if so,
         your planned time frame for doing so.
Certain Relationships and Related Party Transactions
Private Placements of our Securities, page 124

4.       We note the disclosure here regarding the private placements,
including the SAFEs.
         Revise to disclose the exemption relied up for the transactions listed
in this section.
         Revise the discussion of the SAFEs to summarize all material terms of
the agreements.
Exhibit Index, page II-5

5.       We reissue comment 6. We note the added footnote to the Exhibit Index
that portions of
         the indicated exhibit have been omitted; however, no exhibits have the
notation
         corresponding to that footnote. Also, file the revised exhibits, each
with the required
         legend.
General

6.       We note the addition of a selling shareholder prospectus in this
amendment. Revise the
         cover page to disclose the offering price for the selling shareholder
shares. Refer to Item
         501(b)(3) of Regulation S-K. Tell us why you have included the selling
shareholder
         prospectus where you state the selling shareholder offering will not
commence until after
         the closing of the underwritten offering.
 Tomer Izraeli
Polyrizon Ltd.
December 23, 2022
Page 3
7.    As it appears the conversion of the SAFE investments pursuant to their
terms will not
      occur until the consummation of the initial public offering, revise to
remove the securities
      issued pursuant to the conversion of the SAFEs from this registration
statement.
8.    Revise the fee table and legal opinions to address the shares being
registered for resale by
      the selling shareholders.
       You may contact Li Xiao at (202) 551-4391 or Angela Connell at (202)
551-3426 if you
have questions regarding the financial statements and related matters. Please
contact Abby
Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other
questions.



                                                            Sincerely,
FirstName LastNameTomer Izraeli
                                                            Division of
Corporation Finance
Comapany NamePolyrizon Ltd.
                                                            Office of Life
Sciences
December 23, 2022 Page 3
cc:       David Huberman, Esq.
FirstName LastName