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                             October 14, 2022

       Anat Heller
       Chief Financial Officer
       Mobileye Holdings Inc.
       Har Hotzvim, 13 Hartom Street
       Jerusalem 9777513, Israel

                                                        Re: Mobileye Holdings
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 30,
2022
                                                            File No. 333-267685

       Dear Anat Heller:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed September 30, 2022

       Risks Related to our Relationship with Intel and our Dual Class
Structure
       We may have conflicts of interest with Intel..., page 47

   1.                                                   We note your disclosure
that, under the Technology and Services Arrangement and
                                                        the LiDAR Product
Collaboration Agreement, Intel will own most or all intellectual
                                                        property that you
develop involving lidar or radar technology. Please discuss the risks and
                                                        uncertainties regarding
how these arrangements may impact your business operations or
                                                        financial results.
Disclose in the prospectus summary the risks and conflicts of interest
                                                        related to your
agreements with Intel.
 Anat Heller
FirstName LastNameAnat
Mobileye Holdings Inc. Heller
Comapany
October 14,NameMobileye
            2022        Holdings Inc.
October
Page 2 14, 2022 Page 2
FirstName LastName
Certain Relationships and Related Party Transactions
Historical Related Party Transactions
Cross-License Agreement, page 151

2.       Please file as an exhibit the Cross-License Agreement. Refer to Item
601(b)(10) of
         Regulation S-K.
        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.

        You may contact Kathleen Collins, Accounting Branch Chief, at (202)
551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan Woo, Legal
Branch Chief,
at (202) 551-3453 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      P. Michelle Gasaway