SecProbe.io

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 Foresight
Autonomous Holdings Ltd.

 7
Golda Meir

 Ness
Ziona 7414001 Israel

 April
29, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Foresight
 Autonomous Holdings Ltd.

 Registration
 Statement No. 333-286221 on Form F-3 (the “Registration Statement”)

 Ladies
and Gentlemen:

 Foresight
Autonomous Holdings Ltd. (the “ Registrant ”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), so
that it may become effective on May 1, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

 The
Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities
Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in
the Registration Statement.

 The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Ron Ben-Bassat, Esq. of Sullivan &
Worcester LLP at (212) 660-5003 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 Foresight
 Autonomous Holdings Ltd.

 By:

 /s/
 Eli Yoresh

 Eli
 Yoresh, Chief Financial Officer

CORRESP
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 FORESIGHT
AUTONOMOUS HOLDINGS Ltd.

 7
Golda Meir

 Ness
Ziona, Israel 7414001

 April
17, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Mariam Mansaray and Matthew Derby

 Re:
 Foresight
 Autonomous Holdings Ltd.
 Registration
 Statement on Form F-3
 Filed
 March 28, 2025
 File
 No. 333-286221

 Dear
Ms. Mansaray and Mr. Derby:

 The
purpose of this letter is to respond to the comments of the staff of the Division of Corporation Finance (the "Staff") of
the U.S. Securities and Exchange Commission as set forth in your letter of April 15, 2025 regarding the above referenced registration
statement on Form F-3. For your convenience, your original comments appear in bold, followed by our response. We are concurrently filing
Amendment No. 1 to Form F-3 ("Amendment No. 1").

 Risk
Factors, page 3

 1.
 Please
 revise your risk factors to include the potential for substantial dilution from the structure of the warrants and the nominal exercise
 price. In addition, include risk factors to address potential dilution from any provision that could adjust upward the number of
 ADSs and common shares underlying the Series A and Series B Warrants. As part of your disclosure, include the maximum number of ADSs
 and/or common shares that may be issuable upon exercise of the warrants.

 Response :
We have revised our disclosure on page 2 to address the Staff's comment.

 We
respectfully advise the Staff that the number of ADSs (and resulting ordinary shares) issuable upon the exercise of the Series B warrants
are not subject to fluctuation and were conclusively determined when such warrants were issued. The number of shares issuable upon exercise
of Series B warrants is equal to 75% of the quotient of (A) the investment amount paid by each investor divided by (B) the closing ADS
price, which was equal to $0.69 per ADS. Therefore, the number of ADSs issuable upon exercise of Series B warrants is equal to 2,989,130
ADSs, representing 89,673,900 ordinary shares.

 Mariam
Mansaray and Matthew Derby

 Securities
and Exchange Commission

 April
17, 2025

 Page
2

 2.
 Include
 risk factor disclosure that the offering could cause the company's common stock price to fall below the minimum bid price,
 which could result in its shares being delisted from Nasdaq. If the registrant has plans to seek shareholder approval for a reverse
 stock split, such plans should be disclosed in the registration statement, including the proposed ratio, if known.

 Response :
We have revised our disclosure on page 2 to address the Staff's comment. Although the Company does not currently have plans to
effectuate a reverse split, in August 2024, the Company's shareholders approved reverse share split of the Company's issued
and outstanding ordinary shares by a ratio of up to 7:1 that would be effectuated on a date to be determined by the Company's board
of directors. Depending on the market conditions, the Company may utilize this approval and effectuate a reverse split in the future.

 Selling
Shareholders, page 6

 3.
 Please
 disclose the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares
 held in the name of the entity identified in the table. Additionally, please provide us with your analysis as to why YA II PN, Ltd
 should not be deemed an underwriter pursuant to Rule 145(c). For guidance, please refer to Question 612.09 of our Securities Act
 Rule Compliance and Disclosure Interpretations, which is available on our website.

 Response :
We have revised our disclosure on page 6 in response to the Staff's comment.

 Having
made careful consideration of all of the factors articulated in Question 612.09 of the Staff's Compliance & Disclosure Interpretations
(CD&Is) for Securities Act Rules, however, we respectfully advise the Staff that the CD&I in question supports a conclusion that
the offering does not amount to a distribution by the selling shareholders on behalf of the Company.

 YA
II PN, Ltd. is an institutional investor that invests in a wide range of companies and industries. Prior to purchasing the Series A and
Series B Warrants, YA II PN, Ltd. did not own any securities of the Company and was not affiliated with the Company or any of its officers,
directors or any other greater than 5% holders of the Company's outstanding shares.

 The
shares will be issued by the Company pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. In
the agreements, the YA II PN, Ltd. made representations to the Company that it is an "Accredited Investor" as defined in
Rule 501(a)(3) of Regulation D and made representations and warranties regarding its investment intent, including representations that
it is purchasing the shares for its own account, for investment purposes and not for the purpose of effecting any distribution of the
shares in violation of the Securities Act.

 Special
selling efforts and selling methods must be employed before an offering can constitute a distribution. Here, there is no evidence that
any special selling efforts or selling methods have taken or would take place if all of the shares covered by the Registration Statement
were registered. The Company has no reason to believe that YA II PN, Ltd. will conduct any road shows or take any other actions to condition
the market for its shares.

 YA
II PN, Ltd. is not an affiliate of the Company. The only relationship between YA II PN, Ltd. and the Company is the relationship established
through the purchase of the securities in the securities purchase agreement. YA II PN, Ltd. is one of a few non-affiliated investors that participated in the offering.

 The
Company is seeking to register an aggregate of 198,550,710 Ordinary Shares for YA II PN, Ltd. that may be issued pursuant to warrants.
The number of shares involved in the offering does is approximately 23.2% of the number of shares outstanding and does not support a conclusion
that YA II PN, Ltd. is acting on behalf of the Company and should not raise concerns about a "disguised" primary offering.

 General

 4.
 We
 note your disclosures indicate that warrants can be exercised for a nominal $.01, and your Series A and Series B warrant holders
 have the right to receive an aggregate number of ADSs, representing 30 common shares each, based on the formula provided. Please
 revise the header, the cover page narrative and the Summary to highlight the maximum number of ADSs and common shares that could
 be issued upon exercise of your Series A and Series B warrant warrants. For guidance, refer to Regulation S-K, Item 501(b)(2). Additionally,
 disclose that the number of shares issuable on the exercise of the warrants as the stock price falls further below the initial exercise
 price of the warrant.

 Response :
We have revised the disclosure on the header, the cover page narrative and the Summary to highlight the maximum number of the ADSs and
ordinary shares that could be issued upon exercise of our Series A and Series B warrants in response to the Staff's comment.

 We
respectfully advise the Staff that the number of Series A warrants to purchase ADSs will not exceed 6,111,111 ADSs representing 183,333,330
ordinary shares. The number of ADSs issuable upon exercise of the Series A warrants was determined by the quotient of (A) the investment
amount paid by each investor divided by (B) the lowest closing price of the ADSs on the Nasdaq Capital Market during the five trading
days preceding the exercise date, but at a price no lower than $0.45. Therefore, any decrease in the Company's price of its ADSs
will not result in the issuance of more than 6,111,111 ADSs representing 183,333,330 ordinary shares.

 Mariam
Mansaray and Matthew Derby

 Securities
and Exchange Commission

 April
17, 2025

 Page
3

 The
number of Series B warrants to purchase ADSs is set at 2,989,130 ADSs representing 89,673,900 ordinary shares. The number of ADSs issuable
upon exercise of the Series B warrants was determined by a figure equal to 75% of the quotient of (A) the investment amount paid by each
investor divided by (B) the closing ADS price on the date of closing of the offering, which was $0.69 per ADS. Therefore, any decrease
in the Company's price of its ADSs will have no impact on the number of ADSs (representing ordinary shares) issuable on the exercise
of Series B warrants.

 5.
 With
 respect to the warrants with $.01 exercise price, please revise the cover page narrative and the Summary to explain, if true, that
 as a result of this feature you expect to receive nominal cash proceeds from the exercise of the Warrant.

 Response :
We have revised the disclosure on the cover page and the Summary in response to the Staff's comment.

 *
* *

 If
you have any questions or require additional information, please call our attorney, Ron Ben-Bassat, Esq. at (212) 660-5003.

 Sincerely,

 FORESIGHT
AUTONOMOUS HOLDINGS LTD.

 By:
 /s/
 Eli Yoresh

 Chief
 Financial Officer

 cc:
 Ron
 Ben-Bassat

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2025

Eli Yoresh
Chief Financial Officer
Foresight Autonomous Holdings Ltd.
7 Golda Meir
Ness Ziona
7414001 Israel

 Re: Foresight Autonomous Holdings Ltd.
 Registration Statement on Form F-3
 F-3 filed March 28, 2025
 File No. 333-286221
Dear Eli Yoresh:

 We have conducted a limited review of your 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.

Registration Statement on Form F-3 filed March 28, 2025
Risk Factors , page 3

1. Please revise your risk factors to include the potential for substantial
dilution from the
 structure of the warrants and the nominal exercise price. In additional,
include risk
 factors to address potential dilution from any provision that could
adjust upward the
 number of ADSs and common shares underlying the Series A and Series B
Warrants.
 As part of your disclosure, include the maximum number of ADSs and/or
common
 shares that may be issuable upon exercise of the warrants.
 April 15, 2025
Page 2
2. Include risk factor disclosure that the offering could cause the company
 s common
 stock price to fall below the minimum bid price, which could result in
its shares being
 delisted from Nasdaq. If the registrant has plans to seek shareholder
approval for a
 reverse stock split, such plans should be disclosed in the registration
statement,
 including the proposed ratio, if known.
Selling Shareholders, page 6

3. Please disclose the natural person or persons who exercise the sole or
shared voting
 and/or dispositive powers with respect to the shares held in the name of
the entity
 identified in the table. Additionally, please provide us with your
analysis as to why
 YA II PN, Ltd should not be deemed an underwriter pursuant to Rule
145(c). For
 guidance, please refer to Question 612.09 of our Securities Act Rule
Compliance and
 Disclosure Interpretations, which is available on our website.

General

4. We note your disclosures indicate that warrants can be exercised for a
nominal $.01,
 and your Series A and Series B warrant holders have the right to receive
an aggregate
 number of ADSs, representing 30 common share each, based on the formula
provided.
 Please revise the header, the cover page narrative and the Summary to
highlight the
 maximum number of ADS and common shares that could be issued upon
exercise of
 your Series A and Series B warrant warrants. For guidance, refer to
Regulation S-K,
 Item 501(b)(2). Additionally, disclose that the number of shares
issuable on the
 exercise of the warrants as the stock price falls further below the
initial exercise price
 of the warrant.
5. With respect to the warrants with a $.01 exercise price, please revise
the cover page
 narrative and Summary to explain, if true, that as a result of this
feature you expect to
 receive nominal cash proceeds from the exercise of the Warrant.
 April 15, 2025
Page 3

 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 Mariam Mansaray at 202-551-6356 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ron Ben-Bassat
</TEXT>
</DOCUMENT>

CORRESP
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Foresight Autonomous Holdings Ltd.

7 Golda Meir

Ness Ziona 7414001 Israel

January 30, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Foresight Autonomous Holdings Ltd.

    Registration Statement No. 333-276709 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Foresight Autonomous Holdings
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective
on February 1, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Ron Ben-Bassat, Esq. of Sullivan & Worcester LLP at (212)
660-5003 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Foresight Autonomous Holdings Ltd.

    By:
     /s/ Eli Yoresh

    Eli Yoresh, Chief Financial Officer

United States securities and exchange commission logo
January 30, 2024
Eli Yoresh
Chief Financial Officer
Foresight Autonomous Holdings Ltd.
7 Golda Meir
Ness Ziona
7414001 Israel
Re:Foresight Autonomous Holdings Ltd.
Registration Statement on Form F-3
Filed January 26, 2024
File No. 333-276709
Dear Eli Yoresh:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Austin Pattan at 202-551-6756 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ron Ben-Bassat

CORRESP
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Foresight Autonomous Holdings Ltd.

7 Golda Meir

Ness Ziona, 7414001 Israel

January 28, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Foresight Autonomous Holdings Ltd. (CIK 0001691221)

    Registration Statement No. 333-252334 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Foresight Autonomous Holdings
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on February 1, 2021 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate
to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    Foresight Autonomous Holdings Ltd.

    By:
    /s/ Eliyahu Yoresh

        Eliyahu Yoresh

        Chief Financial Officer

United States securities and exchange commission logo
January 27, 2021
Haim Siboni
Chief Executive Officer
Foresight Autonomous Holdings Ltd.
7 Golda Meir
Nessa Ziona
7414001 Israel
Re:Foresight Autonomous Holdings Ltd.
Registration Statement on Form F-3
Filed January 22, 2021
File No. 333-252334
Dear Mr. Siboni:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Huberman, Esq.

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Foresight
Autonomous Holdings Ltd.

7
Golda Meir

Ness Ziona

7403650, Israel

March
7, 2019

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

RE:  Foresight
                                         Autonomous Holdings Ltd. (CIK: 0001691221)

    Registration
                                         Statement No. 333-229715 on Form F-3 (the “Registration Statement”)

Ladies
and Gentlemen:

Foresight
Autonomous Holdings Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”),
so that it may become effective on March 8, 2019 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they
relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    Foresight Autonomous Holdings
    LTD.

    By:
    /s/ Haim Siboni

    Haim Siboni, Chief Executive Officer

March 6, 2019
Haim Siboni
Chief Executive Officer
Foresight Autonomous Holdings Ltd.
3 Golda Meir
Ness Ziona
7414001 Israel
Re:Foresight Autonomous Holdings Ltd.
Registration Statement on Form F-3
Filed Febraury 15, 2019
File No. 333-229715
Dear Mr. Siboni:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Robert V. Condon III

Mail Stop 4561
June 7 , 2017

Haim Siboni
Chief Executive Officer
Foresight Autonomous Holdings Ltd.
3 Golda Meir
Ness Ziona
7414001 Israel

Re: Foresight Autonomous Holdings Ltd.
Registration Statement on Form 20 -F
Filed May 11, 2017
  File No. 001 -38094

Dear Mr. Siboni:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Barbara  C. Jacobs

Barbara C. Jacobs
Assistant Director
Office of Information
        Technologies and Services

cc: David Huberman, Esq.
 Zysman, Aharoni, Gayer & Co.

CORRESP
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FORESIGHT AUTONOMOUS HOLDINGS LTD.

3 Golda Meir

Ness Ziona

7414001 Israel

June 5, 2017

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:
    Foresight Autonomous Holdings Ltd. (CIK: 0001691221)

    Registration Statement on Form 20-F

    Originally Submitted May 11, 2017

    File No.: 001-38094

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Foresight Autonomous Holdings Ltd. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Company’s registration statement on Form 20-F, initially submitted to the U.S.
Securities and Exchange Commission (the “Commission”) on May 11, 2017, as amended on June 1, 2017 (the “Form
20-F”), so that it may become effective at 4:00 p.m., Eastern Time, on June 7, 2017, or as soon thereafter as practicable.

We
understand that The Bank of New York Mellon, as Depositary for securities against which American Depositary Shares are to be issued,
has requested that the Form F-6 Registration Statement of the Company (File No. 333-217881) be declared effective simultaneously
with the Form 20-F, and we concur with that request.

Should any member of the staff of the
Commission have any questions or comments with respect to this request, please contact our counsel, Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP, attention: Robert Condon at (212) 660-3049, or Oded Har-Even at (212) 660-5002.

    Very truly yours,

    FORESIGHT AUTONOMOUS HOLDINGS LTD.

    By:
    /s/ Haim Siboni

    Name:
    Haim Siboni

    Title:
    Chief Executive Officer

Mail Stop 4561
January 23, 2017

Haim Siboni
Chief Executive Officer
Foresight Autonomous Holdings Ltd.
3 Golda Meir
Ness Ziona
7414001 Israel

Re: Foresight Autonomous Holdings Ltd.
Draft Registration Statement on Form 20 -F
Submitted December 27, 2016
  CIK No. 0001691221

Dear Mr. Siboni:

We have reviewed your 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 registra tion statement or filed registration statement, we may have additional
comments.

Risk Factors, page 3

1. You disclose in the first paragraph of your risk factors that “[a]dditional risks that you
currently deem immaterial may also materially and adversely affect” you.  Please delete
this language from your introductory paragraph as you must disclose all risks that are
material at this time.

Risks Related to the Ownership of Our ADSs or Ordinary Shares, page 14

2. Please consider including a risk factor that highlights the risk to your ADS holders whose
voting rights are subject to the terms of the deposit agreement.

Haim Siboni
Foresight Autonomous Holdings Ltd.
January 23, 2017
Page 2

 Item 4.  Information on the Company

Strategy, page 24

3. Refer to the second bullet point in this section.  Please provide greater specificity
regarding when you expect to enter into definitive agreements and begin generating
revenue.  In this regard, we note the language on page 33 that you “do not expect to
generate revenues from the sale of [y]our products in the next few years.”

Organizational  Structure, page 27

4. Please reconcile your statement that you own one subsidiary with the disclosure on your
website, which states that you develop advanced systems for accident prevention through
two subsidiaries.

Item 5.   Operating and Financial Review and Prospectus

F. Tabular Disclosure of Contractual Obligations, page 34

5. Please include  footnotes to explain the obligations you specify in your table.  We note
that the amounts you are contractually obligated to pay in l ess than one year appear to
exceed the rent amounts disclosed on page 27.

Item 6.  Directors, Senior Management and Employees

A. Directors and Senior Management, page 34

6. You state in the second full paragraph on page 35 that Mr. Dor is the chief operati ng
officer.  Please reconcile with the caption immediately above this disclosure, which states
that he is a co -chief executive officer.

B. Compensation, page 36

7. You state in the risk factor at the bottom of page 15 that a recent amendment to the Israeli
Companies Law will require disclosure of individual compensation for the five mostly
highly compensation senior officers.  Please advise regarding the bases on which you rely
to provide compensation on an aggregate basis.  Refer to Item 6.B of Form 20 -F.

Item 7.  Major Shareholders and Related Party Transactions

A. Major Shareholders, page 50

8. Please expand your definition of beneficial ownership in footnote (1) to include persons
who may receive the economic benefit of ownership of the securities.  Make  similar

Haim Siboni
Foresight Autonomous Holdings Ltd.
January 23, 2017
Page 3

 revisions to the table on page 49.  Refer to the definition of “beneficial owner” under
General Instruction F of Form 20 -F.

Exhibits

9. We note that you provided a summary of the agreements in exhibits 4.1 through 4.3.
Please provide a translation  of the full agreement as required by Exchange Act Rule 12b -
12(d)(2) or advise.

Financial Statements

Notes to the Financial Statements, page F -8

10. We note your disclosure on page 1 that you are a development stage company and we
also note that you have no t generated any revenue to date.  Please provide the disclosures
required by ASC 275 -10-50-2A and the related examples in ASC 275 -10-55-3A and ASC
275-10-55-3B.

You may contact Laura Veator, Staff Accountant, at (202) 551 -3716 or Stephen
Krikorian, Acco unting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3453 with any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief —Legal
Office of Information
        Technologies and Services

cc: David Huberman, Esq.
 Zysman, Aharoni, Gayer & Co.