November 25, 2019
Via Email

Richard B. Alsop, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022

       Re:     Taro Pharmaceutical Industries Ltd.
               Schedule TO-I
               Filed November 15, 2019
               File No. 005-49231

Dear Mr. Alsop:

        The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in the Offer to Purchase attached as Exhibit (a)(1)(A) to the
Schedule TO-I. 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 filing, by providing the
requested
information, or by advising us when you will provide the requested response. 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 filing and the information you
provide in
response to these comments, we may have additional comments.

Exhibit (a)(1)(A)
Important, page i

1. Refer to the statement, "We are not making the Offer to, and will not accept
any tendered
   shares from, shareholders in any jurisdiction where it would be illegal to
do so." While offer
   materials need not be disseminated into jurisdictions where it is
impermissible to do so,
   please revise this statement to remove the implication that tendered shares
will not be
   accepted from all holders. Refer to Rule 13e-4(f)(8)(i) and Section II.G.1
of Securities
   Exchange Act Release No. 58597 (September 19, 2008). Alternatively, please
revise the
   statement to limit the restriction to only U.S. states instead of all
jurisdictions to conform to
   the regulatory text in Rule 13e-4(f)(9)(ii). Please make corresponding
changes throughout
   the offer to purchase where such language appears.
 Conditions of the Tender Offer, page 23

2. Revise your assertion that any determination by you concerning the
conditions is "final and
   binding upon all persons" to clarify that holders of the shares may
challenge Taro's
   determinations in a court of competent jurisdiction.

3. In the first paragraph of this section, revise or expand the language
"regardless of the
   circumstances giving rise to the event or events" to make clear that all
Offer conditions must
   be outside the control of the bidder. In the last paragraph in this section,
revise the language
   "regardless of the circumstances giving rise to any of these conditions" in
the same manner.

4. Refer to the fourth bullet point on page 23. This condition appears to be
triggered if there is
   a material change in the U.S. dollar "or any other currency exchange rates."
Quantify the
   material change (as a percentage) that will trigger the condition. In
addition, given the
   breadth of the condition involving literally any currency in the world, we
have concerns that
   this renders the Offer illusory. Please revise, or provide your analysis
supplementally if you
   do not agree.

5. Refer to the fifth bullet point on page 23. The condition as currently
drafted does not contain
   a materiality qualifier and does not define "indirectly" as used therein.
Please revise so that
   shareholders can understand the scope of this condition.

6. Refer to the sixth bullet point on page 23. Define or explain what you mean
by "the date of
   the Offer."

7. Refer to the eighth bullet point on page 23, in subsection (iii) of that
condition. Since it
   would appear that individual shareholders could have different ideas of what
would be
   material "in deciding whether to tender into the Offer," explain how this
condition will
   operate. Consider whether it is possible to revise the condition to address
the specific factors
   themselves, rather than by referencing broadly to what shareholders would
consider material.

8. Refer to the second to last condition on page 24. The inclusion of this
condition appears
   contradicted by your disclosure on page 32, which states that you are not
aware of any
   approval that would be required for the acquisition of shares as
contemplated by the Offer.
   Revise to clarify. To the extent you are aware of any approvals, permits,
authorizations, or
   consents that are required to be obtained in connection with the Offer,
please disclose them
   and describe the efforts you are making to obtain them.

9. You state that the conditions may be asserted or waived, in whole or in
part, at any time in
   your reasonable discretion prior to the Expiration Time. This suggests that
the issuer may
   become aware that an offer condition has been triggered yet the tender offer
may proceed
   without new disclosure. To the extent the issuer becomes aware of any offer
condition
   becoming operative in a way that would enable the issuer to terminate the
offer or cancel the
   obligation to accept tenders, and the issuer elects to proceed with the
offer anyway, we view
   that decision as being a waiver of the condition. If a material condition is
waived, a material
   change has occurred to the offer document within the meaning of Rule
13e-4(c)(3). Please
    revise this section to qualify the referenced disclosure by affirming
Taro's understanding of
   its obligation to disclose material changes.

Incorporation by Reference, page 29

10. With a view toward complying with General Instruction F of Schedule TO, and
to ensure
    liability under the applicable tender offer regulatory provisions of the
information
    incorporated by reference, please revise the exhibit index to identify the
periodic reports
    upon which the issuer has relied to satisfy its disclosure obligations.
Refer to the
    aforementioned Instruction F and to Item 1016(a)(5) of Regulation M-A.

Exhibit (a)(1)(G) Press Release Dated November 15, 2019

11. The safe harbor provisions in the Private Securities Litigation Reform Act
of 1995 are, by
    their terms, not available for statements made in connection with a tender
offer. See
    Securities Act Section 27A(b)(2)(C) and Securities Exchange Act Section
21E(b)(2)(C).
    Please refrain from making further references to the Act or its safe harbor
provisions in any
    future press releases or other communications relating to the offer or
future offers. For
    guidance, refer to Section I.M, Q & A No. 2, in the Manual of Publicly
Available Telephone
    Interpretations, Third Supplement, July 2001.

        We remind you that the registrant 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.

        Please direct any questions to me at (202) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                             Sincerely,

                                                             /s/ Joshua
Shainess

                                                             Joshua Shainess
                                                             Special Counsel
                                                             Office of Mergers
and Acquisitions