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                            June 7, 2023

       Liron Carmel
       Chief Executive Officer
       Medigus Ltd.
       10 Hanechoshet, 4th Floor
       Tel-Aviv 6971072, Israel

                                                        Re: Medigus Ltd.
                                                            Registration
Statement on Form F-3
                                                            Filed May 16, 2023
                                                            File No. 333-271984

       Dear Liron Carmel:

                We have limited our review of your registration statement to
the issue we have addressed
       in this comment. In our comment, 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 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 F-3

       General

   1.                                                   Refer to your Annual
Report on Form 20-F filed on May 3, 2023 and note 21 to your
                                                        consolidated financial
statements where you disclose several recently completed
                                                        acquisitions, including
Scisparc Nutraceuticals, Fort, and Fuel Doctor, among others, but
                                                        did not provide audited
or pro-forma financial information. Please tell us how you
                                                        considered these
acquisitions, both individually and in the aggregate, in concluding that
                                                        audited financial
statements and pro-forma financial information was not required. As part
                                                        of your response,
consider Article 3-05 and Article 11 of Regulation S-X, Rule 1-02(w) of
                                                        Regulation S-X, and
Item 5(b)(1)(i) of Form F-3.
 Liron Carmel
FirstName  LastNameLiron Carmel
Medigus Ltd.
Comapany
June 7, 2023NameMedigus Ltd.
June 7,
Page 2 2023 Page 2
FirstName LastName
        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.

       Please contact Matthew Derby, Legal Branch Chief, at (202) 551-3334 with
any
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology