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                             April 13, 2022

       Tuvia Barlev
       Chief Executive Officer
       Actelis Networks, Inc.
       47800 Westinghouse Drive
       Fremont, CA 94539

                                                        Re: Actelis Networks,
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 31,
2022
                                                            CIK No. 0001141284

       Dear Mr. Barlev:

             We have reviewed your amended draft registration statement and
have the following
       comments. 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement

       Prospectus Summary, page 1

   1.                                                   We note your revisions
to page 10 regarding which shares are deemed to be included or
                                                        excluded for purposes
of the prospectus. Please further revise to address all expected or
                                                        potential changes to
your share capital, for instance redemption of non-voting common
                                                        stock and share
issuances under the Migdalor loan option. Please also revise the
                                                        analogous lists within
the Capitalization and Dilution sections to reconcile the apparent
                                                        inconsistencies with
each other and with the list on page 10, or consider deleting these
                                                        lists as duplicative.
 Tuvia Barlev
FirstName   LastNameTuvia Barlev
Actelis Networks,  Inc.
Comapany
April       NameActelis Networks, Inc.
       13, 2022
April 213, 2022 Page 2
Page
FirstName LastName
Summary Consolidated Financial Data, page 11

2.       Please remove footnote (2) on the line item Redeemable convertible
Preferred Shares in
         the balance sheet data, or provide the footnote information you
intended.
Risk Factors
We are currently operating in a period of economic uncertainty . . . . , page
19

3.       Please tailor this risk factor to relate specifically to your company
and operations. In this
         regard, we note references to mining equipment and cryptocurrency
mining which appear
         to be extraneous.
Dilution, page 40

4.       Please explain to us how you determined that your tangible net book
value per share is
         $.06 per share, given your total tangible assets less your total
liabilities results in a
         negative amount. Tell us the share amount you are using in your
determination of net
         tangible book value (deficit) per share as of December 31, 2021.
Revise to show all
         negative amounts using parentheses.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Convertible Notes, Loans, and Warrant, page 47

5.       We note your revisions in response to prior comment eight. Please
further revise your
         disclosure to clarify the conversion price, which currently appears to
contemplate a
         variable discount and/or variable offering price. Clearly state, if
true, that the discount
         depends on the date when notes were issued to holders under the CLA,
and provide the
         maximum discount as a percentage of the initial public offering price.
6.       We note your revisions in response to prior comment nine. Please
further revise to
         disclose the number of shares that would be issuable upon Migdalor's
exercise of the
         purchase option or the cashless conversion option, using the midpoint
of the initial
         offering price range. Please also revise your disclosure on page 10 to
specifically address
         the treatment of these shares throughout the prospectus, per comment
one.
7.       We note your revisions in response to prior comment ten. Please
disclose the exercise
         price and other material terms governing the underwriter's private
placement warrant, here
         or in the Underwriting section.
Management, page 68

8.       Section 11 of the stockholders agreement submitted as Exhibit 10.1
appears to contain
         provisions regarding the nomination and election of your board of
directors. Please revise
         your disclosure to describe briefly the arrangement or understanding
relating to the
         selection of each director, pursuant to Item 401(a) of Regulation S-K.
 Tuvia Barlev
FirstName   LastNameTuvia Barlev
Actelis Networks,  Inc.
Comapany
April       NameActelis Networks, Inc.
       13, 2022
April 313, 2022 Page 3
Page
FirstName LastName
Description of Securities
Stockholders Agreement, page 86

9.       Your disclosure appears to indicate that the registration rights under
the stockholders
         agreement will not terminate upon the closing of this offering,
notwithstanding
         that Section 13 thereof provides "This Agreement shall terminate
immediately following
         the earlier to occur of the closing of a Qualified IPO . . . ." Please
advise how Section 4
         (relating to registration rights) is deemed to survive termination,
given the apparent lack
         of a survivability clause, or revise your disclosure accordingly. We
further note that
         Schedule A of the stockholders agreement contains no information for
holders of non-
         voting common stock; please revise or advise.
       You may contact Mindy Hooker at 202-551-3732 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing
cc:      Eyal Peled