SecProbe.io

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Mail Stop 3561

							October 4, 2005

J. Jay Lobell, Chief Executive Officer
Paramount Acquisition Corp.
787 Seventh Avenue, 48th Floor
New York, New York 10019

		RE:	Paramount Acquisition Corp.
			Registration Statement on Form S-1
			File No. 333-127149
			Amendment Filed: September 21, 2005

Dear Mr. Lobell:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note your response to our prior comment 1.  Please advise us
about any research, analysis, evaluations, or discussions that
serve
as the foundation for, or relate in any way, to the following
statement in the second paragraph of your supplemental response:
"[i]n addition, the valuation of the offering is based on
management`s review and assessment of historical sales and funding
prices for private companies in various sub-sectors of the health
care universe for which data is available, including medical
technology, biotechnology and health care services."  We may have
further comment.
2. The Division of Market Regulation has advised us that the
warrant
repurchase arrangement constitutes a bid or inducement during the
restricted period and is therefore in violation of Regulation M.
Please direct all inquiries regarding this  matter to the Division
of
Market Regulation`s Trading Practices Group at 202-551-5720.
3. Add disclosure addressing the termination of the distribution
of
the company`s securities in this offering.  Please do not limit
your
disclosure to an indication that the distribution ends at the
closing
of the initial public offering.

   Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brian Bhandari at (202) 551-3390 if you have
questions regarding the financial statements and related matters.
Questions on other disclosure issues may be directed to Jay Ingram
at
(202) 551-3397 if you have questions.

      Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc.	David Miller, Esq. (by facsimile)
      	212-818-8881

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J. Jay Lobell
Paramount Acquisition Corp
October 4, 2005
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