February 28, 2020

Eli Hazum
Acting Chief Executive Officer
PainReform Ltd.
60C Medinat Hayehudim
Herzliya, 4676670, Israel

       Re: PainReform Ltd.
           Draft Registration Statement on Form F-1
           Submitted February 3, 2020
           CIK No. 0001801834

Dear Mr. Hazum:

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

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

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

Draft Registration Statement on Form F-1 submitted on February 3, 2020

Prospectus Summary
Overview, page 1

1.     We note your disclosure that your proprietary extended release
drug-delivery system
       prolongs the in vivo activity of active pharmaceutical ingredients, thus
increasing the
       therapeutic window for patient treatment. Given that you have not yet
achieved
       commercialization of your sole product candidate, it is premature and
inappropriate to
       state your conclusion that your drug-delivery system achieves the
intended benefit. Please
       revise your disclosure to remove this conclusion. Similarly, we note
your disclosure that
       in a Phase 2 clinical study in hernia repair, PRF-110 provided
substantial pain reduction
       for up to 72 hours. Please briefly explain how "substantial" pain
reduction was determined
 Eli Hazum
FirstName LastNameEli Hazum
PainReform Ltd.
Comapany NamePainReform Ltd.
February 28, 2020
Page 2
February 28, 2020 Page 2
FirstName LastName
         and place this selected disclosure in its full and proper context with
reference to the
         limited number of subjects in the referenced study. Please also expand
your disclosure to
         identify the "other studies" referenced.
Our Strengths, page 2

2.       We note your reference to the safety and efficacy of PRF-110 as a
competitive strength.
         As safety and efficacy determinations are solely within the authority
of the U.S. Food and
         Drug Administration (FDA) and comparable regulatory bodies, please
revise to eliminate
         the implication that your candidate is likely to be found to be safe
or effective for the
         therapeutic indication you are pursuing. Please revise throughout your
prospectus. As a
         non-exhaustive list of examples only, we note the following
statements:

              PRF-110's physical characteristics and composition are key to its
safety, efficacy and
              ease of use.
              You have amassed an extensive safety toxicology portfolio for
PRF-110,
              demonstrating its tolerability and safety in both healthy
controls and in surgical
              patients.
              Based on extensive safety studies and the positive Phase 2
results, the FDA granted
              an investigational new drug application (IND) for PRF-110 and
approved the
              initiation of Phase 3 trials for the treatment of post-operative
pain.



3.       Please provide the basis for your claim that you are "a market leader
in research and
         innovation" within your industry. Alternatively, please remove this
disclosure.

4.       Please expand your disclosure to discuss the Phase 2 trials conducted
regarding PRF-110.
         Please disclose the number of trials conducted; the number of
patients, the established
         endpoints; whether the trials were powered to determine statistical
significance; and
         whether any serious adverse events occurred. Please provide similar
disclosure with
         respect to PRF-110's Phase 1 trials.
5.       We note your disclosure on page 3 that your Phase 2 clinical trial was
conducted in 15
         patients who underwent hernia repair. Please revise your disclosure to
state the surgical
         indication that will be the subject of the Phase 3 clinical trials and
if true, that you plan to
         initially commercialize PRF-110 for hernia repair surgeries. We note
also your disclosure
         that you intend to conduct post-approval trials in a number of
additional surgical
         indications. Please expand your disclosure to discuss the timing,
funding and related
         regulatory requirements with respect to such post-approval trials as
these relate to your
         business. Please also explain the basis for your disclosure that your
drug-delivery system
         may be used for administering antibiotics and chemotherapeutics.
 Eli Hazum
FirstName LastNameEli Hazum
PainReform Ltd.
Comapany NamePainReform Ltd.
February 28, 2020
Page 3
February 28, 2020 Page 3
FirstName LastName
Use of Proceeds, page 36

6.       Please revise to disclose whether the net proceeds of the offering
will be sufficient to fund
         the clinical trials and regulatory approval from the FDA for PRF-110.
If a material amount
         of other funds is necessary, please revise to state the amount
necessary and sources of
         such other funds.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 46

7.       Please revise the disclosure to disaggregate research and development
expenses by nature
         or type of expense for each period presented.
Business
The Opportunity , page 51

8.       Please expand your disclosure to briefly explain why 40 to 45 million
surgical procedures
         out of 70 million would be eligible for treatment with your product
candidate.

9.       Your prospectus should provide a balanced and factual presentation of
your business.
         Given your limited clinical data to date, it does not appear
appropriate to present your
         business as having the potential to impact the opioid epidemic. Please
revise your
         disclosure accordingly.

Intellectual Property, page 55

10.      Please expand your disclosure provide the type of patent protection
(composition of
         matter, use or process), expiry dates and relevant jurisdiction for
each foreign patent and
         patent application.
General

11.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Eli Hazum
PainReform Ltd.
February 28, 2020
Page 4

       You may contact Ameen Hamady at 202-551-3891 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters. Please
contact William Mastrianna at 202-551-3778 or Christine Westbrook at
202-551-5019 with any
other questions.



                                                        Sincerely,
FirstName LastNameEli Hazum
                                                        Division of Corporation
Finance
Comapany NamePainReform Ltd.
                                                        Office of Life Sciences
February 28, 2020 Page 4
cc:       Steven Glusband, Esq.
FirstName LastName