SecProbe.io

Mail Stop 3030
January 6, 2017

Via E -Mail
Lishan Aklog, M.D.
Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165

Re: PAVmed Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed December 20, 2016
  File No. 333-214288

Dear Dr. Aklog :

We have limited our review of your amended registration statement to those issues we
have addressed in our 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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2016 letter .

Fee Table

1. We note your response to prior comment 1.  If this registration statement does not register
for sale the securities underlying warrants issued in your previous public offering, it is
unclear why you have included those securities in the fee table to this registration
statement.  With regard to securities being registered for sale on this registration
statement, please u se a price within 5 business days of the date on which you first
included the shares in the registration statement if you are relying on Rule 457(c).  Also,
because you are registering securities for “two separate transactions” as indicated in your
respons e to prior comment 3, please calculate a filing fee for each transaction based on
the maximum number of shares that you might issue in each transaction.

Lishan Aklog, M.D.
PAVmed Inc.
January 6, 2017
Page 2

 Selling Security holders, page 7

2. We note your response to prior comment 3.

 Please tell us whether a ny selling stockholder offered or sold any of the warrants
before you filed this registration statement.   If you intend this registration statement to
cover the offer and sale of common stock in connection with the exercise of warrants
only as to those war rant holders who may acquire warrants in transactions conducted
in reliance on Rule 144 subsequent to the filing of this registration statement, please
revise your disclosure in the last paragraph on page 8 to clarify.

 Please tell us why the text preceding the table on page 7 includes multiple references
to warrants being offered pursuant to the registration statement.   Include in your
response the file number and filing date of the registration statement that registers the
warrants for resale by t he selling stockholders.

We may have further comment on your response to prior comment 3 after you respond to
this comment.

Please contact Laurie Abbott at  (202) 551 -8071 or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Jeffery M. Gallant, Esq.
Graubard Miller