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 March 19, 2025

David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel

 Re: N2OFF, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Response Letter dated March 12, 2025
 File No. 001-40403
Dear David Palach:

 We have reviewed your March 12, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 6,
2025 letter.

Preliminary Proxy Statement on Schedule 14A filed February 27, 2025
General

1. We note your response to prior comments 1 and 2. We are unable to agree
with your
 analysis of why you do not need to provide the information required by
Items 13(a)
 and 14 of Schedule 14A. Your response letter notes that the reason the
Company is
 seeking approval from its stockholders in connection with the
Transaction is to
 comply with Nasdaq Listing Rules 5635(a), (b), and (d) since the
Transaction
 contemplates the issuance of the common stock in excess of 20% of the
number of
 shares of common stock outstanding before such issuance. However, Note A
to
 Schedule 14A provides that "where a solicitation of security holders is
for the purpose
 of approving the authorization of additional securities which are to be
used to acquire
 another specified company, and the registrants' security holders will
not have a
 separate opportunity to vote upon the transaction, the solicitation to
authorize the
 March 19, 2025
Page 2

 securities is also a solicitation with respect to the acquisition" and
that "[u]nder those
 facts, information required by Items 11, 13 and 14 shall be furnished."
With respect to
 materiality, the Company s stockholders would not be able to make an
informed
 voting decision to approve the Transaction without meaningful information
about the
 Target they would be acquiring. The consideration under the Purchase
Agreement
 appears to be significant enough that financial statements under Rule
3-05 and pro
 forma financial information would be material to a voting decision.
Accordingly,
 please revise the proxy statement to provide the information required
pursuant to
 Items 13(a) and 14 of Schedule 14A, including pro forma financial
information
 pursuant to Item 14(b)(11).
 Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at
202-551-
4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Eleanor Osmanoff, Esq.
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