UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
				(Amendment No. _____)

Alcobra
             ________Alcobra, Ltd. _________________
       (Name of Issuer)
       
Common Stock
                  _______________________________________________
(Title of Class of Securities)


                 ___________________M2239P109______________________
(CUSIP Number)


		with a copy to:
Austin W. Marxe		Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600		Lowenstein Sandler PC
New York, New York 10022		65 Livingston Avenue
			Roseland, New Jersey 07068
			(973) 597-2406

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications)

December 31, 2013
(Date of Event which Requires Filing of this Statement)

                                                                                
Check the appropriate box to designate the rule pursuant to which this 
Schedule is filed:

	____	Rule 13d-1(b)
	_x__	Rule 13d-1(c)
	____	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed  to be ?filed? for the purpose of Section 18 of the Securities 
Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).



Cusip No. M2239P109       13G                           Page 2 of 6 Pages
1.Names of Reporting Persons.  I.R.S. Identification Nos. of above persons 
(entities only):
	
	Austin W. Marxe, David M. Greenhouse and Adam C. Stettner

	
	2.	Check the Appropriate Box if a Member of a Group (See 
Instructions):
	(a)	[    ]	 	Not Applicable
	(b)	[    ]	
													
	3.	SEC Use Only
	
	4.	Source of Funds (See Instructions):  00
	
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to 
Items 2(d) or 2(e):
				Not Applicable
_____________________________________________________________________________
_
      6.    Citizenship or Place of Organization:    United States
_____________________________________________________________________________
_
	Number of	7.	Sole Voting Power:	0		
	Shares Beneficially	8.	Shared Voting Power:	734,890*		
	Owned by
	Each Reporting	9.	Sole Dispositive Power:	0		
	Person With	10.	Shared Dispositive Power:	  734,890*__
	
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
734,890*
	
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
		(See Instructions):		               Not Applicable
	
	13.	Percent of Class Represented by Amount in Row (11):     5.5%*
	
	14.	Type of Reporting Person (See Instructions):       IA, IN
	

* This is a joint filing by Austin W. Marxe (?Marxe?), David M. Greenhouse 
(?Greenhouse?) and Adam C. Stettner (?Stettner?).  Marxe, Greenhouse and 
Stettner share sole voting and investment power over 345,564 Common Shares 
held by Special Situations Fund III QP, L.P., 116,844 Common Shares held by 
Special Situations Cayman Fund, L.P., 65,000 Common Shares held by Special 
Situations Private Equity Fund, L.P. and 207,482 Common Shares held by 
Special Situations Life Sciences Fund, L.P.  See Items 2 and 4 of this 
Schedule for additional information.


								Page 3 of 6 Pages
Item 1.	Security and Issuer:
	(a) Alcobra, Ltd.
	(b) 2 Weizman Street, 9th Floor, Tel Aviv, Isreal 6423902

Item 2. (a)	Name of Person Filing:
	The persons filing this report are Austin W. Marxe (?Marxe?), 
David M. Greenhouse (?Greenhouse?) and Adam C. Stettner (?Stettner?), who are 
members of SSCayman LLC, the general partner of Special Situations Cayman 
Fund, L.P. (?Cayman?).  Marxe, Greenhouse and Stettner are controlling 
principals of AWM Investment Company, Inc. (?AWM?), the general partner of 
MGP Advisers Limited Partnership (?MGP?), the general partner of Special 
Situations Fund III QP, L.P. (?SSFQP?).  Marxe, Greenhouse and Stettner are 
members of MG Advisers L.L.C. (?MG?), the general partner of Special 
Situations Private Equity Fund, L.P. (?SSPE?). Marxe, Greenhouse and Stettner 
are also members of LS Advisers L.L.C. (?LS?), the general partner of Special 
Situations Life Sciences Fund, L.P. (?SSLS?). AWM serves as the investment 
adviser to Cayman, SSFQP, SSPE and SSLS. (SSFQP, Cayman, SSPE and LS will 
hereafter be referred to as, the ?Funds?). 

             (b) Address of Principal Business Office or, if none, Residence:  

	The principal business address for Marxe, Greenhouse and Stettner 
is 527 Madison Avenue, Suite 2600, New York, NY  10022.


              (c) Citizenship:

       	           Austin W. Marxe, David M. Greenhouse and Adam C. 
Stettner are United States citizens. 

              (d) Title of Class of Securities:  Common Stock
	              (e) CUSIP Number:  M2239P109.

Item 3.     If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether 
            the person filing is a:    Not Applicable

(a) ( )	Broker or Dealer registered under section 15 of the Act;
(b) ( )	Bank as defined in section 3(a) (6) of the Act;
(c) ( )	Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( )	Investment Company registered under section 8 of the Investment 
Company Act of 1940;
(e) ( )	An Investment Adviser in accordance with $240.13d
		-1(b)(I)(ii)(E);		
(f) ( )	An employee benefit plan or endowment fund in accordance with 
$240.13d-1(b)(I)(ii)(F);


								Page 4 of 6 Pages

(g) ( )	A parent holding company or control person in accordance with 
$240.13d-
	1(b)(1)(ii)(G);
(h) ( ) 	A savings association as defined in Section 3(b) of the Federal 
Deposit Insurance 
								
	Act;
(i) ( ) 	A church plan that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment 
Company Act of 1940;
(j) ( )   	Group, in accordance with $240.13d-1(b)(1)(ii)(J).


Item 4.       Ownership:

(a)	Amount Beneficially Owned:  Messrs. Marxe, Greenhouse and Stettner 
beneficially own a total of 734,890 shares of Common Stock. This 
amount includes 345,564 Common Shares owned by SSFQP, 116,844 
Common Shares held by Cayman, 65,000 Common Shares held by SSPE 
and 207,482 Common Shares held by SSLS.  


(b) Percent of Class:  Messrs. Marxe, Greenhouse and Stettner 
beneficially own 5.5% of the outstanding shares, of which SSFQP owns 
2.6% of the outstanding shares, Cayman owns 0.9% of the outstanding 
shares, SSPE owns 0.5% of the outstanding shares and SSLS owns 1.5% of 
the outstanding shares, 

	(c) Number of Shares as to which the person has:
 
		(i)	Sole power to vote or to direct the vote:  0

		(ii)	Shared power to vote or to direct the vote: 734,890 

		(iii)	Sole power to dispose or to direct the disposition of:  0

(iv)	Shared power to dispose or to direct the disposition of: 
734,890  


Item 5. Ownership of Five Percent or Less of a Class:  If this statement is 
being filed to report the fact that as of the date hereof the reporting 
person has ceased to be the beneficial owner of more that five percent of the 
class of securities, check the following __.


Item 6.Ownership of More than Five Percent on Behalf of Another Person:  Not 
Applicable.


						








       		Page 5 of 6 Pages
       

Item 7. Identification and Classification of the Subsidiary Which Acquired 
the Security being Reported on By the Parent Holding Company:  Not 
Applicable.

Item 8. Identification and Classification of Members of the Group:  Not 
applicable

Item 9. Notices of Dissolution of Group:  Not applicable.

Item 10.Certification:
	
	By signing below I certify that, to the best of my knowledge and 
belief, the securities
referred to above were acquired and are held in the ordinary course of 
business and were not 
acquired and are not held for the purpose of or with the effect of changing 
or influencing the
control of the issuer of the securities and were not acquired and are not 
held in connection with 
or as a participant in any transaction having that purpose or effect.





SIGNATURE


	After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


Dated: February 4, 2014



				/s/ Austin W. Marxe                   
				AUSTIN W. MARXE
				


				/s/David M Greenhouse            
				DAVID M. GREENHOUSE



				/s/Adam C. Stettner
				ADAM C. STETTNER





Attention:  Intentional misstatements or omissions of fact constitute Federal 
criminal violations (See 18 U.S.C. 1001).



       								Page 6 of 6 Pages






JOINT FILING AGREEMENT


	Austin W. Marxe, David M. Greenhouse and Adam C. Stettner hereby agree 
that the Schedule 13G to which this agreement is attached is filed on behalf 
of each of them.





	/s/_Austin W. Marxe			
Austin W. Marxe



	/s/_David M. Greenhouse	      	 
David M. Greenhouse 



					/s/ Adam C. Stettner      		
					Adam C. Stettner    
-6-

S5313/1
1319328.02