March 25, 2020

Vered Caplan
Chief Executive Officer
Orgenesis Inc.
20271 Goldenrod Lane
Germantown, MD 20876

       Re: Orgenesis Inc.
           Registration Statement on Form S-3
           Filed March 18, 2020
           File No. 333-237261

Dear Ms. Caplan:

        We have limited our review of your registration statement to the issue
we have addressed
in our comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.

Registration Statement on Form S-3 filed March 18, 2020

General

1.     Please provide updated pro forma financial information for the
disposition of Masthercell
       on February 10, 2020, for fiscal year 2019 in accordance with Item 11(b)
of Form S-3.
        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.
 Vered Caplan
Orgenesis Inc.
March 25, 2020
Page 2

       You may contact Jenn Do at 202-551-3743 or Tracey Houser at 202-551-3736
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any
other
questions.



                                                         Sincerely,
FirstName LastNameVered Caplan
                                                         Division of
Corporation Finance
Comapany NameOrgenesis Inc.
                                                         Office of Life
Sciences
March 25, 2020 Page 2
cc:       Jeffrey P. Schultz, Esq.
FirstName LastName