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                              January 23, 2023

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

                                                        Re: Polyrizon Ltd.
                                                            Amendment No. 3 to
                                                            Registration
Statement on Form F-1
                                                            Filed January 10,
2023
                                                            File No. 333-266745

       Dear Tomer Izraeli:

              We have reviewed your 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.

       Amendment No. 3 to Form F-3

       Cover Page

   1.                                                   We note your responses
to Comments 1 and 6 regarding the purpose of the resale offering
                                                        to meet the the public
float requirements of Nasdaq Listing Rule 5550(b)(1). Please
                                                        provide the following
additional information or revisions, as applicable:

                                                              In response to
comment 1, you state, "Since the initial public offering is less than $15
                                                            million, the
Company is registering the shares held by the Selling Shareholders in
                                                            order to have a
Public Float that complies with Nasdaq   s listing rules.    Tell us
                                                            whether you have
consulted with Nasdaq about this listing plan (specifically,
                                                            regarding your plan
for compliance with Nasdaq Listing Rule 5550(b)(1)).
 Tomer Izraeli
FirstName  LastNameTomer Izraeli
Polyrizon Ltd.
Comapany
January 23,NamePolyrizon
            2023         Ltd.
January
Page 2 23, 2023 Page 2
FirstName LastName

                Given the company's involvement in the resale registration
statement and the fact that
              the resales are necessary to create a market for the company's
listing, it appears the
              resale portion of the offering should be deemed an indirect
primary being conducted
              by or on behalf of the issuer. Provide us with your analysis as
to why they should not
              be deemed to be underwriters, or revise to include a statement
that the selling
              shareholders are deemed underwriters and fix a price at which the
resale shares will
              sell for the duration of the offering.
Prospectus Summary, page 1

2.       We note the revised disclosure in response to comment 3. Revise to
clarify how the
         anticipated timing of the pre-submission meeting an IDE filing added
on pages 2 and 74
         fits in the time frames for the trials disclosed in the paragraph that
follows the new
         disclosure. We note the added disclosure on page 94.
Risk Factors
Risks Related to this Offering and Ownership of Our Securities, page 52

3.       We note the change to the risk factor on page 54. Here and on page
144, please revise to
         disclose whether you expect to be a passive foreign investment company
for 2022.
Exhibit Index, page II-5

4.       We reissue Comment 5 from our December 23, 2022 letter and Comment 6
from our
         October 21, 2022 letter. Please re-file the associated exhibits with
the required legend
         prominently featured on the cover page of each and the redactions
marked, as required by
         Item 601(b)(10)(iv).
General

5.       We reissue comment 7. Revise to remove the SAFE shares from this
registration
         statement. Refer to Securities Act Section 5 C&DI 139.11.
6.       Please revise the legal opinion to address the number of units in the
offering and the
         securities underlying the units, rather than the aggregate offering
price. Also revise the
         cover page to clarify that this is a firm commitment offering, by
removing the language
         that the offer is for "up to" 1.35 million units. Refer to Items
501(a)(2) and 601(a)(5) of
         Regulation S-K.
        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
 Tomer Izraeli
Polyrizon Ltd.
January 23, 2023
Page 3

statement.

       You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202)
551-3494 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
January 23, 2023 Page 3
cc:       David Huberman, Esq.
FirstName LastName