October 15, 2018

Raymond W. Cohen
Chief Executive Officer
Axonics Modulation Technologies, Inc.
26 Technology Drive
Irvine, California 92618

       Re: Axonics Modulation Technologies, Inc.
           Draft Registration Statement on Form S-1
           Submitted August 28, 2018
           CIK No. 0001603756

Dear Mr. Cohen:

       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
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
circumstances or do not believe an amendment is appropriate, please tell us why
in your

       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 October 5, 2018

Overview, page 1

1.     Your revisions on page 81 in response to prior comment 4 regarding
       enhancement" indicate that Interstim II has multiple competitive
advantages to your
       product. If so, please revise to discuss those advantages relative to
your product and why
       the enhancements are necessary to compete with Interstim II.
Preliminary Financial Results for the Three Months Ended September 30, 2018,
page 8

2.     Please ensure that your projections include revenues for the period
presented. See
       Regulation S-K Item 10(b)(2).
 Raymond W. Cohen
FirstName LastNameRaymond W. Inc.
Axonics Modulation Technologies, Cohen
Comapany NameAxonics Modulation Technologies, Inc.
October 15, 2018
October 15, 2018 Page 2
Page 2
FirstName LastName
Dilution, page 87

3.       We note your revisions in response to prior comment 5. Please expand
to also address
         how the numbers and percentages in the table on page 88 would change
assuming the
         exercise of all outstanding options and warrants.
Comparison of the Six Months Ended June 30, 2018 and 2017, page 97

4.       If the purpose of the evaluation agreement was to generate future
sales, disclose why you
         are not generating sales to this hospital.
Benefits of our r-SNM System, page 128

5.       We note the added disclosure on page 129 regarding the survey you
conducted. Please
         expand to clarify the "certain aspects" of your product that such
survey addressed.
         Include in your response the specific questions you asked in that
survey. Please also
         indicate in your response the number of surveyed professionals that
responded to your
         questions and briefly tell us why you believe that number constitutes
a sufficient sample
         size. Also clarify in your similar disclosure on page 5, if true, that
this is an example of
         the perceived not actual benefits of your product.
Sales and Marketing, page 141

6.       We note your revised disclosure page on 141 in response to prior
comment 8 that your
         expectations of spending capital resources in Europe, Canada and
Australia where your
         product has received regulatory approval will depend on whether
reimbursement is
         available in those countries or regions. In an appropriate location,
please disclose the
         reimbursement status in those regions and countries.
Non-employee Directors and Director Nominee, page 165

7.       We note your disclosure that Robert E. McNamara will become a director
         completion of your offering. Please file his written consent as
required by Securities
         Act Rule 438.
Share Exchange Agreement, page 187

8.       Please expand your revisions added in response to prior comment 16 to
clarify the purpose
         of the arrangement described here. Include in your revisions the
nature and extent of the
         related parties' interest in the transactions you describe.
Signatures, page II-7

9.       Please indicate parenthetically who is signing your registration
statement as the principal
         financial officer.
         We remind you that the company and its management are responsible for
the accuracy
 Raymond W. Cohen
Axonics Modulation Technologies, Inc.
October 15, 2018
Page 3

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

        You may contact Michael Fay at (202) 551-3812 or Brian Cascio,
Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Tim
Buchmiller, Senior
Attorney, at (202) 551-3635 with any other questions.

FirstName LastNameRaymond W. Cohen
                                                           Division of
Corporation Finance
Comapany NameAxonics Modulation Technologies, Inc.
                                                           Office of
Electronics and Machinery
October 15, 2018 Page 3
cc:       Michael A. Hedge, Esq.
FirstName LastName