May 17, 2019

Elizabeth Barrett
Chief Executive Officer
UroGen Pharma Ltd.
499 Park Avenue
New York, NY 10014

       Re: UroGen Pharma Ltd.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed February 28, 2019
           File No. 001-38079

Dear Ms. Barrett:

        We have reviewed your May 14, 2019 response to our comment letter and
have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to the comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
May 7, 2019 letter.
 Elizabeth Barrett
FirstName LastNameElizabeth Barrett
UroGen Pharma Ltd.
Comapany NameUroGen Pharma Ltd.
May 17, 2019
May 17, 2019 Page 2
Page 2
FirstName LastName
Form 10-K for the Year Ended December 31, 2018

Item 1. Business
Initial Clinical Results of UGN-101, page 11

1.       We acknowledge your response to our comment. Please confirm that you
will revise your
         disclosure in your applicable future filing to clearly state that the
serious adverse events
         you list relate to treatment with UGN-101. In addition, please also
confirm that you will
         disclose the frequency in which these serious adverse events occurred.
       You may contact Keira Nakada at 202-551-3659 or Jim Rosenberg at
202-551-5679 with
any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Healthcare & Insurance