SecProbe.io

Mail Stop 4546
September 2 8, 2016

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

Re:  Pulmatrix, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 10, 2016
File No. 001 -36199

Dear Dr. Clarke :

We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and cir cumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Business, page 2

1. We note that your License and Supply Agreement wi th Oculus requires you to make
certain payments, including milestone payments an d royalties.  Please provide a
description of the License and Supply Agreement to disclose:
 the aggregate amount of milestone payments made to date;
 the aggregate amount of potential future milestone payments;
 the aggregate  amount of potential future royalty payments; and
 the royalty rate within a range that does not exceed ten percent (e.g. teens,
twenties, etc.).

Exhibits

2. Please file your February 8, 2015 advisory agreement with Palladium Capital Advisors
and your March 24, 2015 long -acting muscarinic agent collaboration agreement with
Mylan N.V. as exhibits.

Robert W. Clarke, Ph.D.
Pulmatrix, Inc.
September 2 8, 2016
Page 2

3. Please mark Exhibit 10.17 as having parts omitted pursuant to a Confidential Treatment
Request.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny 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.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Michael Gershon at (202) 551 -6598 or Michael Clam pitt at (202) 551 -
3434 with any questions.

Sincerely,

        p.p./s/ Michael Clampitt

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance