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                              September 25, 2023

       Haggai Alon
       Chief Executive Officer
       SMX (Security Matters) Public Ltd Co
       Mespil Business Centre, Mespil House
       Sussex Road, Dublin 4, Ireland

                                                        Re: SMX (Security
Matters) Public Ltd Co
                                                            Registration
Statement on Form F-1
                                                            Filed September 20,
2023
                                                            File No. 333-274595

       Dear Haggai Alon:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. In our comment, 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 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 comment, we may have additional comments.

       Registration Statement on Form F-1 Filed September 20, 2023

       General

   1.                                                   Given the nature of the
offering, including the substantial portion of your shares being
                                                        registered for resale
that are held by a single entity relative to the number of shares
                                                        outstanding, it appears
that the transaction may be an indirect primary offering. Please
                                                        provide us with an
analysis of your basis for determining that it is appropriate to
                                                        characterize the
transaction as a secondary offering under Securities Act Rule 415(a)(1)(i).
                                                        For guidance, please
see Question 612.09 of the Securities Act Rules Compliance and
                                                        Disclosure
Interpretations.
 Haggai Alon
FirstName LastNameHaggai    Alon
SMX (Security  Matters) Public Ltd Co
Comapany 25,
September NameSMX
              2023 (Security Matters) Public Ltd Co
September
Page 2    25, 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 Rule 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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or
Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:      Stephen E. Fox