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                             January 18, 2024

       Tuvia Barlev
       Chief Executive Officer
       ACTELIS NETWORKS INC
       4039 Clipper Court
       Fremont, California 94538

                                                        Re: ACTELIS NETWORKS
INC
                                                            Registration
Statement on Form S-1
                                                            Filed January 8,
2024
                                                            File No. 333-276425

       Dear Tuvia Barlev:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a 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 letter, we may have additional comments.

       Registration Statement on Form S-1 filed January 8, 2024

       General

   1.                                                   Please update your
executive compensation for the fiscal year ended December 31, 2023.
   2.                                                   We note that you
incorporate information by reference into your registration statement.
                                                        However, since you have
not filed your Form 10-K for the fiscal year ended December 31,
                                                        2023, you are not
eligible to incorporate by reference. See General Instruction VII.C of
                                                        Form S-1. Please amend
the registration statement to include all of the disclosure required
                                                        by Form S-1, or in the
alternative, file your Form 10-K for the fiscal year ended December
                                                        31, 2023, and update
this section accordingly.
 Tuvia Barlev
FirstName  LastNameTuvia Barlev
ACTELIS NETWORKS       INC
Comapany
January 18,NameACTELIS
            2024         NETWORKS INC
January
Page 2 18, 2024 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 Erin Donahue at 202-551-6063 or Jay Ingram at
202-551-3397 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing