United States securities and exchange commission logo





                             March 2, 2022

       Shahar Hania
       Chief Executive Officer
       Rail Vision Ltd.
       15 Ha   Tidhar Street
       Ra   anana, 4366517 Israel

                                                        Re: Rail Vision Ltd.
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed February 18,
2022
                                                            File No. 333-262854

       Dear Mr. Hania:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 8, 2022 letter.

       Form F-1 Registration Statement

       Prospectus Summary, page 1

   1.                                                   We note your disclosure
that you were recognized as the winner of Deutche Bahn's
                                                        MINDBOX competition for
your automated early warning systems to prevent railway
                                                        accidents. Please
include a brief explanation of the competition and the award to provide
                                                        some context. Please
also include the date the award was given.
       Capitalization, page 33

   2.                                                   We note your revision
to the shareholders' equity section in response to prior comment 7.
                                                        Please disclose or
provide a placeholder for the number of ordinary shares that will be
                                                        issued and outstanding
on both a pro forma and pro forma as adjusted basis. It appears the
 Shahar Hania
Rail Vision Ltd.
March 2, 2022
Page 2
         100,000,000 shares currently shown is the number of authorized shares.
Please clarify
         your disclosures accordingly.
3.       We note that your revised offering will now include warrants as part
of a Unit offering.
         Please tell us and disclose your planned accounting treatment for the
warrants, including
         how it will be valued and reflected in your financial statements.
Additionally, provide for
         their treatment in the pro forma as adjusted column.
Industry Overview and Market Opportunity, page 45

4.       We note your response to our prior comment 10. Please refer to the
eighth paragraph in
         this section. Please provide the year for the U.S. Department of
Transportation and
         McKinsey & Company industry estimates you cite.
Competition, page 54

5.       We note your response to prior comment 11 and reissue in part. You
disclose your belief
         that your railway detection system's contribution to train safety will
be greater than that of
         existing railway detection systems by your competitors. Please balance
this disclosure by
         stating here that you are a development-stage company, that your
products are still in
         development, and discuss your current competitive position within the
industry.
        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.

       You may contact Beverly Singleton at 202-551-3328 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.



FirstName LastNameShahar Hania                                  Sincerely,
Comapany NameRail Vision Ltd.
                                                                Division of
Corporation Finance
March 2, 2022 Page 2                                            Office of
Manufacturing
FirstName LastName