July 10, 2024

Paul Chang
Co-Chief Executive Officer
Brand Engagement Network Inc.
145 E. Snow King Ave
PO Box 1045
Jackson, WY 83001

       Re: Brand Engagement Network Inc.
           Registration Statement on Form S-1
           Filed June 20, 2024
           File No. 333-280366
Dear Paul Chang:

     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 S-1
Business, page 50

1.     On page 50 your disclosure states that    [w]e believe the primary
differentiation of our AI
       assistants is the ability to ensure unbiased training by eliminating
hallucinations   ,
       filtering for inappropriate inputs and responses, managing customer
identity resolution.
       Please expand your disclosure to state the basis for this belief, and
how you can    ensure
       unbiased training by eliminating hallucinations    considering the
nascent stages of
       development of generative AI technology and the systemic risks of bias
and
       hallucinations.
 July 10, 2024
Page 2
Plan of Distribution, page 98

2.     We note your disclosure that selling securityholders may use
underwriters and that you
       may prepare prospectus supplements for secondary offerings that will
disclose the terms
       of the offering, including the name or names of any underwriters,
dealers or agents, the
       purchase price of the securities, any underwriting discounts and other
items constituting
       compensation to underwriters, dealers or agents. Please confirm your
understanding that
       the retention by a selling securityholder of an underwriter would
constitute a material
       change to your plan of distribution requiring a post-effective
amendment, and revise
       accordingly. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of
       Regulation S-K.

Exhibit Index, page II-4

3.     We note that certain of the shares related to your May 28, 2024 private
placement will
       remain in escrow until certain conditions are satisfied. Please file the
related escrow
       agreement as an exhibit.

        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 Charli Wilson at 202-551-6388 or Mitchell Austin at
202-551-3574 with
any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Matthew Fry