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                               October 11, 2023

       Yehu Ofer
       Chief Executive Officer
       Odysight.ai Inc.
       Suites 7A and 3B , Industrial Park , P.O. Box 3030
       Omer, Israel 8496500

                                                        Re: Odysight.ai Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 27,
2023
                                                            File No. 333-273285

       Dear Yehu Ofer:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our August 9, 2023
letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Risk Factors
       Risks Related to this Offering and Our Common Stock, page 6

   1.                                                   We reissue comment 1 to
the extent that you did not clarify the risk factor on page 6,
                                                        which still implies you
are working toward Nasdaq listing approval, and does not disclose
                                                        that listing was denied
or that you likely will not actively pursue the listing until at least
                                                        April 2024, after your
next Form 10-K filing.
   2.                                                   Revise the summary risk
factors and the risk factor on pages 15 and 17, and any related
                                                        disclosure in the
document, to clarify if your stock is currently is a "penny stock."
 Yehu Ofer
FirstName
Odysight.aiLastNameYehu Ofer
            Inc.
Comapany
October 11,NameOdysight.ai
            2023           Inc.
October
Page 2 11, 2023 Page 2
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 58

3.       We note your response to comment 2. As Mr. Arkin currently holds
approximately
         44.59% of the voting power of your securities and additional warrants
and options that are
         "currently exercisable or will become exercisable within 60 days,"
please amend your
         disclosure to include any risks related to your possible status as a
controlled company.
4.       We reissue comment 3 in part. We note the disclosure in footnote 13 to
the table that "in
         general, subsidiaries of the Phoneix Holdings Ltd. manage their own
funds and/or the
         funds of others." Please revise footnote 13 here and footnote 6 to the
selling stockholders
         table to clarify who has beneficial ownership over the shares held by
each subsidiary of
         Mr. Arken's company, Phoenix Insurance Company Ltd.
5.       We note the disclosure on page 67 that "[t]he Selling Stockholders and
any underwriters,
         broker-dealers or agents that participate in the sale of the Common
Stock or interests
         therein may be 'underwriters' within the meaning of Section 2(11) of
the Securities
         Act." We note the shares subject to resale consist of over 56% of the
beneficial ownership
         of your common stock, that it appears Mr. Arkin, the selling
shareholder acquired the vast
         majority of the shares within the past 3-6 months, which resulted in a
change of control
         and let to the name change, Mr. Arkin has authority to determine which
shareholders may
         resale their shares in the offering, that the company could receive up
to $27.4 million from
         conversion of the warrants into common stock, and other information
disclosed in Recent
         Developments beginning on page 44. Please provide your analysis why
the selling
         securityholders should not be deemed underwriters. Refer to Securities
Act Rules
         Compliance and Disclosure Interpretation ("C&DI") 612.09.
Part II: Information Not Required in Prospectus, page II-1

6.       Revise Item 15 to provide the information required by Item 701 of
Regulation S-K.
General

7.       Please revise the cover page to clarify what securities are being
registered, including
         specifying the number of securities acquired and identifying each of
the "investments in
         Odysight.ai Inc." in which each was acquired. Also, please revise the
cover page of the
         registration statement, and the prospectus generally, to remove the
registration of "the
         shares of Common Stock underlying the Warrants issued pursuant to the
Private
         Placement," described in the second paragraph of "Recent Developments"
on page 44. For
         guidance, please refer to Securities Act Section 5 Compliance and
Disclosure
         Interpretation ("C&DI") 139.09.
 Yehu Ofer
FirstName
Odysight.aiLastNameYehu Ofer
            Inc.
Comapany
October 11,NameOdysight.ai
            2023           Inc.
October
Page 3 11, 2023 Page 3
FirstName LastName
       Please contact Benjamin Richie at 202-551-7857 or Abby Adams at
202-551-6902 with
any questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Industrial
Applications and
                                                       Services
cc:      Joshua Ravitz