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                                                           March 6, 2025

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

       Re: N2OFF, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed February 27, 2025
           File No. 001-40403
Dear David Palach:

       We have reviewed your filing and have the following comments.

       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.

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

1.     We note Proposal 1 is to approve a proposed acquisition by the Company
of all of the
       share capital of MitoCareX Bio Ltd., including the issuance of shares of
the
       Company   s common stock that is equal to or in excess of 20% of the
Company   s
       outstanding common stock before the issuance. Accordingly, please revise
to provide
       the information required by Item 13(a) and Item 14 of Schedule14A or
provide us
       with your analysis as to why you are not required to do so.
2.     We note you did not provide pro forma financial information pursuant to
Item
       14(b)(11) of Schedule 14A. Please revise to provide pro forma financial
information
       prepared in accordance with Article 11 of Regulation S-X or provide us
with your
       analysis as to why you are not required to do so.
3.     The preliminary proxy statement was filed using the EDGAR tag    PRE 14A
   rather
       than the required tag    PREM14A,    which tag indicates that the
materials relate to a
       merger, acquisition, or disposition. Please file any revised preliminary
proxy
       statement with the PREM14A EDGAR tag and ensure that any subsequent
proxy
 March 6, 2025
Page 2

       statement filings are properly designated. Filers must prepare
electronic filings in the
       manner prescribed by the EDGAR Filer Manual. See Rule 301 of Regulation
S-T.
        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 Nicholas O'Leary at 202-551-4451 or Conlon Danberg at
202-551-
4466 with any other questions.



                                                             Sincerely,

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