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CORRESP
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EARLYBIRDCAPITAL,
INC.
 275 Madison Avenue, Suite 1203
 New York, New York
10016

October 21, 2005

VIA EDGAR
AND TELECOPY – (202) 772-9206

Mr. John
Reynolds
 Unites States Securities and
     Exchange
Commission
 Mail Stop 3561
 100 F Street, N.E.
 Washington,
D.C. 20549

Re:

Paramount Acquisition Corp. (the
"Company")
 Registration Statement on Form
S-1 originally filed August 3, 2005

(File No. 333-127149) ( the
"Registration
Statement")

Ladies and Gentlemen:

In accordance with the
provisions of Rule 460 under the Securities Act of 1933, the
undersigned, as representative of the underwriters of the proposed
offering of securities of Paramount Acquisition Corp., hereby advises
that copies of the Preliminary Prospectus, dated September 8, 2005,
were distributed on or about September 8, 2005, as follows:

128
to individual investors;

5,973 to NASD members (which included
17 prospective underwriters and selected dealers); and

892 to
institutions.

The undersigned has been informed by the
participating dealers that, in accordance with Rule  15c2-8 under
the Securities Exchange Act of 1934, copies of the Preliminary
Prospectus, dated September 8, 2005, have been distributed to all
persons to whom it is expected that confirmations of sale will be sent;
and we have likewise so distributed copies to all customers of ours. We
have adequate equity to underwrite a "firm
commitment" offering.

Very
truly yours,

EARLYBIRDCAPITAL,
INC.

By:

/s/ Steven Levine

Steven Levine
 Managing
Director

EARLYBIRDCAPITAL, INC.
 275 Madison
Avenue, Suite 1203
 New York, New York 10016

October 21, 2005

VIA EDGAR AND TELECOPY
– (202) 772-9206

Mr. John Reynolds

Unites States Securities and
     Exchange Commission
 Mail
Stop 3561
 100 F Street, N.E.
 Washington, D.C. 20549

Re:
Paramount Acquisition
Corp. (the "Company")
 Registration
Statement on Form S-1 originally filed August 3, 2005

(File No.
333-127149) ( the "Registration
Statement")

Dear Mr. Reynolds:

In connection with the
Registration Statement on Form S-1 of Paramount Acquisition Corp., the
undersigned, which is acting as the representative of the underwriters
of the offering, hereby requests acceleration of the effective date and
time of the Registration Statement to 4:00 P.M., Friday, October
21, 2005 or as soon thereafter as practicable, pursuant to Rule 461 of
the Securities Act of  1933.

Very
truly yours,

EARLYBIRDCAPITAL,
INC.

By:

/s/ Steven Levine

Steven Levine
 Managing
Director

PARAMOUNT ACQUISITION CORP.
 787
7th Avenue, 48th Floor
 New York, New York
10019

October 21, 2005

VIA EDGAR
AND TELECOPY (202) 772-9206

Mr. John D.
Reynolds
 United States Securities and
     Exchange
Commission
 Mail Stop 3561,
 100 F Street, N.E.
 Washington,
D.C. 20549

RE:
Paramount
Acquisition Corp. (the "Company")

Registration Statement on Form S-1 originally filed August 3, 2005

(File No. 333-127149) ( the "Registration
Statement")

Dear Mr. Reynolds:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as
of 4:00 P.M., Friday, October 21, 2005, or as soon thereafter as
practicable.

In connection with the Company's request for
acceleration of effectiveness of the above-referenced Registration
Statement, the Company acknowledges the following:

(1)    Should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the
filing;

(2)    The action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

(3)    The Company may not assert staff comments and the
declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities law of the
United States.

Very
truly yours,

PARAMOUNT
ACQUISITION CORP.

By:

/s/ J. Jay
Lobell

J.
Jay Lobell
 Chief Executive
Officer