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                             June 1, 2023

       Tuvia Barlev
       Chief Executive Officer
       Actelis Network, Inc.
       4039 Clipper Court
       Fremont, CA 94538

                                                        Re: Actelis Network,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed May 24, 2023
                                                            File No. 333-272179

       Dear Tuvia Barlev:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-3 filed May 24, 2023

       General

   1.                                                   Please note that
Instruction I.A.3 of Form S-3 requires, among other things, that you have
                                                        been subject to the
requirements of Section 12 or 15(d) of the Exchange Act for a period
                                                        of at least twelve
calendar months immediately preceding the filing of this registration
                                                        statement. Your
registration statement for your initial public offering went effective on
                                                        May 12, 2022.
Accordingly, assuming you continue to timely file your required
                                                        Exchange Act reports,
prior to requesting effectiveness of this registration statement,
                                                        please amend your Form
S-3 on or after June 1, 2023. See Rule 401(c) of Regulation C
                                                        and Securities Act
Forms C&DI Question 115.06.
 Tuvia Barlev
FirstName  LastNameTuvia  Barlev
Actelis Network, Inc.
Comapany
June 1, 2023NameActelis Network, Inc.
June 1,
Page 2 2023 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 Patrick Fullem at (202) 551-8337 or Erin Purnell at (202)
551-3454 with
any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      Max Lindenfeld, Esq.