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Beyond
Air, Inc.

825
East Gate Blvd., Suite 320

Garden
City, New York 11530

    September
    6, 2019

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Attention:
Timothy Buchmiller

    Re:
    Beyond
    Air, Inc.

    Registration
    Statement on Form S-3

    Filed
    August 14, 2019

    File
    No. 333-233283

Dear
Mr. Buchmiller:

In
response to the comments from the staff of the Commission in your letter dated August 30, 2019 on the Registration Statement on
Form S-3 (the “Registration Statement”) of Beyond Air, Inc. (the “Company”), we have filed Amendment No.
1 (the “Amendment”) to the Registration Statement and respond to the comments as follows:

Amended
and Restated Certificate of Incorporation and By-Law Provisions, page 20

    1.
    We
    note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
    for certain litigation, including any “derivative action.” Please revise your prospectus to clearly describe any
    risks or other impacts on investors. Risks may include, but are not limited to, increased costs to bring a claim and that
    these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find
    favorable. Also disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that
    regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
    any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
    Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created
    by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also
    revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors
    cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

    Response:

    The
    Company has included a new risk factor on page 9 of the Amendment to address this comment.

Signatures,
page II-5

    2.
    Please
    indicate below the second paragraph of text required on the Form S-3 Signatures page who is signing your document in the capacity
    of principal accounting officer or controller.

    Response:

    The
    signature page to the Amendment includes new language that is responsive to this comment.

Please
contact Avital Perlman at (646) 810-0610 with any questions.

    Sincerely,

    /s/
    Steven Lisi

    Chief
    Executive Officer

    cc:
    Gregory
    Sichenzia, Esq.

    Adam
    Newman, Esq.