SecProbe.io

Mail Stop 4546
July 25, 2016

Robert W. Clarke, Ph.D.
Chief Executive Officer and President
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421

Re: Pulmatrix, Inc.
  Registration Statement on Form S-3
Filed  July 15, 2016
  File No.  333-212546

Dear Dr. Clarke :

We have limited our review of your registration statement to the issue  we have addressed
in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewin g any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit 5.1

1. We note your disclosure on page 12 that each warrant agreement and any warrants issued
under the  warrant agreements will be governed by New York law.  Please have counsel
revise the legality opinion to opine that the warrants are binding obligations of the
registrant under the law of the jurisdiction governing the warrants.  For guidance, please
refer to Section II.B.1.f of Staff Legal Bulletin No. 19 (October 14, 2011).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1 933 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Robert W. Clarke, Ph.D.
Pulmatrix,  Inc.
July 25, 2016
Page 2

 Notwithst anding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 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;

 the action of the Commission or the staff, acting pursuant t o 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

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Irene Paik  at (202) 551 -6553  or Mary Beth Breslin at (202) 551 -3625 with
any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP