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                             April 12, 2022

       Avraham Brenmiller
       Chief Executive Officer
       Brenmiller Energy Ltd.
       13 Amal Street, 4th Floor
       Park Afek
       Rosh Haayin 4809249, Israel

                                                        Re: Brenmiller Energy
Ltd.
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted April 1,
2022
                                                            CIK No. 0001901215

       Dear Mr. Brenmiller:

             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. 2 to Draft Registration Statement on Form F-1

       Prospectus Summary
       The Offering, page 7

   1.                                                   We note your revisions
in response to prior comment one. Please revise your disclosure
                                                        throughout to clearly
disclose the number of shares that are currently issued and
                                                        outstanding, and the
number of shares that will be issued and outstanding as of the closing
                                                        of this offering.
   2.                                                   We note references to
the issuance of warrants in several notes to your financial
                                                        statements; for
example, and without limitation, Notes 11.A.1 and B and Note 13.B.
 Avraham Brenmiller
Brenmiller Energy Ltd.
April 12, 2022
Page 2
         Please disclose the total number of shares that are issuable upon
exercise of all
         outstanding warrants. Ensure each of these warrant issuances is
disclosed in Item 7 of
         Part II.
Capitalization, page 29

3.       We note your revisions made in response to prior comment three. Please
reconcile the
         14,815,444 ordinary shares issued and outstanding, actual, with that
disclosed in Note
         11.A on page F-29 that as of December 31, 2021, there were 13,706,328
ordinary shares
         outstanding. Also, clarify in the top paragraph on page 80 the number
of ordinary shares
         issued and outstanding as of March 31, 2022, if other than 13,706,328
shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Year Ended December 31, 2021, to the Year Ended December 31,
2020, page
31

4.       Refer to page 33 and the top two paragraphs of "Financial expenses,
net" and "Net loss"
         that immediately precede the heading of Liquidity and Capital
Resources. These
         paragraphs should be deleted in their entirety as the discussions
appear to relate to
         a comparison of the year ended December 31, 2020, with the year ended
December 31,
         2019, which discussion period is no longer required.
Business, page 39

5.       We note your revisions in response to prior comment four. However,
Note 1 to the
         financial statements indicates that your U.S. subsidiary is "presently
dormant" and
         identifies an Israeli subsidiary, Hybrid Bio-Sol 10 Ltd., that is not
described in the
         Business section, reflected in the corporate chart, or listed in
Exhibit 21.1. Please advise
         or revise to reconcile these inconsistencies.
Selling Shareholders, page 77

6.       We note your revisions in response to prior comment six. It appears
that the amount of
         securities shown in the final row of the table and disclosed in
footnote six do not tally.
         Please advise or revise.
Exhibits
FirstName LastNameAvraham Brenmiller
Comapany
7.         NameBrenmiller
       Please                Energy
              file the Founders'     Ltd. and other material agreements,
relating to Rani
                                 Agreement,
       Zim
April 12,   Sustainable
          2022  Page 2 Energy Ltd. as exhibits to your registration statement.
FirstName LastName
 Avraham Brenmiller
FirstName
Brenmiller LastNameAvraham   Brenmiller
            Energy Ltd.
Comapany
April       NameBrenmiller Energy Ltd.
       12, 2022
April 312, 2022 Page 3
Page
FirstName LastName
       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 Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with any
other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Manufacturing
cc:      Eric Victorson