August 9, 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.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed July 26, 2024
           File No. 333-280366
Dear Paul Chang:

     We have reviewed your amended 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. Unless we
note otherwise,
any references to prior comments are to comments in our July 10, 2024 letter.

Amendment No. 1 to Registration Statement on Form S-1
Business, page 50

1.     We note your response to prior comment 1, that your "belief in [y]our
ability to reduce
       bias and minimize hallucinations is based on . . ." several listed
factors. Revise the first
       sentence of this paragraph to remove the statement that your AI
assistants have the ability
       to ensure unbiased training by eliminating    hallucinations".
Selling Security Holders, page 95

2.     We note that you have added a group of selling security holders labeled
"Founder shares
       transferred pursuant to NRAs." Please revise to name each selling
security holder and
       provide all other information called for by Item 507 of Regulation S-K.
Additionally,
       please ensure the non-redemption agreement has been filed as an exhibit.
 August 9, 2024
Page 2

       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