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[ASSURE HOLDINGS CORP. LETTERHEAD]

July 3, 2024

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

  Re:
  Assure Holdings
  Corp.

  Schedule TO-I filed June 21, 2024

  File No. 005-92920

Ladies and Gentlemen:

Set forth below are the responses of Assure Holdings
Corp. (the “Company,” “we,” “us” or “our”), to the comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) by letter dated July 1, 2024, with respect to the Schedule TO-I, File No. 005-92920, filed
with the Commission on June 21, 2024, including the Offer Letter (the “Offer Letter”) attached as Exhibit (a)(1)(i) thereto
(the “Schedule TO”). In connection with this letter, we are filing today via EDGAR Amendment No. 1 to the Schedule
TO (“Amendment No. 1”), including an Amendment No. 1 to the Offer Letter (the “Amendment
to Offer Letter”) which supplements and amends the Offer Letter and an amended Letter of Transmittal (the “Amended
Letter of Transmittal”).

For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment. Capitalized terms used but not defined in this letter have the meanings
ascribed to such terms in Amendment No. 1 or the Offer Letter, as may be amended by the Amendment to Offer Letter or the Amended
Letter of Transmittal.

Schedule TO-I filed June 21, 2024; Offer
Document General

1. Please revise the disclosure to include the actual amount of the offer consideration, which, it appears, is 4,291.85 shares of
Common Stock (i.e., $1,000 divided by $0.233).

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter by amending all reference to the offer consideration to include the actual amount of the offer consideration, being 4,291.85
shares of Common Stock. In relation thereto, the disclosure in the first paragraph of the cover page of the Offer Letter, the second
bullet on page 4 under the section captioned “Summary Terms of Convertible Note Exchange Offer, the answer to Question 1 on
page 8 and to Question 28 on page 12 in the Questions and Answers section, and the disclosure in the second paragraph on page 20
under the section captioned “The Convertible Note Exchange Offer – General Terms and Eligibility – General Terms”
have been amended.

2. Please disclose in the opening paragraph of the Schedule TO, and the opening paragraph of the offer document, that the offer consideration
may be adjusted to reflect the Reverse Stock Split.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter by amending references to the offer consideration to include disclosure regarding adjustment to reflect the Reverse Stock
Split. In relation thereto, the disclosure in the first and fourth paragraphs of the cover page of the Offer Letter, the second bullet
on page 4 under the section captioned “Summary Terms of Convertible Note Exchange Offer, the answer to Question 1 on page 8
and to Question 28 on page 12 in the Questions and Answers section, and the disclosure in the second paragraph on page 20 under
the section captioned “The Convertible Note Exchange Offer – General Terms and Eligibility – General Terms” have
been amended.

3. We note the following disclosure on the cover page of the offer document: "Holders otherwise entitled to receive a fractional
share will receive a cash payment in an amount equal to product (sic) of the Exchange Price multiplied by the fraction of a share
to which such Holder is entitled." As it is unclear whether "Exchange Price" is defined to mean $0.233, or, alternatively,
"the quotient of $1,000 divided by $0.233," it is also unclear what consideration a fractional share will receive. Please revise
to clarify.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter by clarifying that each holder will receive a cash payment for fractional shares equal to the product of $0.233 multiplied
by the fractional shares due to such holder. In relation thereto, the disclosure in the third paragraph of the cover page of the
Offer Letter, the fifth bullet on page 4 under the section captioned “Summary Terms of Convertible Note Exchange Offer and
the disclosure in the fifth paragraph on page 20 under the section captioned “The Convertible Note Exchange Offer – General
Terms and Eligibility – General Terms” have been amended.

4. In the Schedule TO, we note references to "Assure Holdings Inc." and "Assure Holdings Corporation," as opposed
to "Assure Holdings Corp." Please revise, or advise.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure throughout the Schedule TO and the
Amended Letter of Transmittal to correct any typographical errors in the Company’s name.

5. In the Schedule TO, in both Item 12 and the Index to Exhibits, please replace the reference to "Form of Letter of Transmittal"
with "Letter of Transmittal" and provide a link to the document.

Company
Response: In response to the Staff’s comment, the Company has revised Item 12 and the Index to Exhibits to reference
the Amended Letter of Transmittal.

6. We note the following statement on page 2 of the Letter of Transmittal: "The undersigned acknowledges that the Convertible
Debenture will be exchanged within 1 business days (sic) of the full completion of the Offer with certificates or a DRS advice
slip representing the shares of common stock to be issued in the exchange to be sent within 10 business days of the exchange." With
a view towards more fulsome disclosure, please clarify what you mean by "full completion of the Offer" (e.g., whether this relates
to the offer expiration date) and what the triggering event is for calculating the period "within 10 business days of the exchange."

In addition, please clarify whether
(and if so, how) the phrase "within 10 business days of the exchange" in your Letter of Transmittal differs from the phrase
"(within 10 days) following the expiration of the Offer Period" on page 25 of your offer document.

Further, the term "Offer"
does not appear to be defined in the Letter of Transmittal or elsewhere. Please revise.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure in the Amended Letter of Transmittal
and in the Offer Letter in the Amendment to Offer Letter by clarifying that certificates or a DRS advice slip representing the shares
of Common Stock will be delivered within 2 business days of July 19, 2024. In relation thereto, the disclosure in the third paragraph
of the Letter of Transmittal and the first paragraph on page 25 under the section captioned “The Convertible Note Exchange
Offer – Acceptance for Issuance of the Exchange Consideration” have been amended. The defined terms in the Amended Letter
of Transmittal have been updated.

Summary Terms of Convertible Note Exchange
Offer, page 4

7. We note your disclosure on page 5 that "Assure reserves the right to terminate the Convertible Note Exchange Offer, in
its sole discretion, at any time and for any reason without accepting any of the tendered Assure Convertible Debentures. This right of
termination is for the sole benefit of Assure and may be asserted by Assure regardless of the circumstances giving rise to such decision
at any time." We also note similar language on page 21. Such ability to terminate the offer in your sole discretion, unrelated
to the triggering of a listed condition, raises illusory offer concerns under Section 14(e) of the Exchange Act. Please revise,
or advise.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter by clarifying that the Company will not terminate to offer prior to the expiration date. In relation thereto, the disclosure
on page 5 under the section captioned “Summary Terms of Convertible Note Exchange Offer – Termination of Offer”
has been deleted and the disclosure in Question 30 on page 13 under the Questions and Answers section and on page 21 under the
section captioned “The Convertible Note Exchange Offer – Exchange Offer Period; Extension of Offer; Right to Terminate Offer”
have been amended.

Unaudited Pro Forma Summary Consolidated Financial
Data, page 7

8. We note that there appear to be notes/footnotes in the summary financial statements that are not explained. Please revise to include.

Company
Response: In response to the Staff’s comment, the Company has revised the footnotes to the Unaudited Pro Form Summary
Consolidated Financial Data in the Amendment to Offer Letter.

Questions & Answers, page 8

9. We note your statement in Question and Answer 15 that "[y]our determination of these matters will be final and binding on
all parties" regarding the validity, form, eligibility, and acceptance of any debentures. Please revise this and similar statements
throughout your materials (such as on pages 16 and 22) to remove the implication that holders may not challenge your determinations
and interpretations in a court of competent jurisdiction.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter to clarify that the Company’s determinations are subject to the judgment of a court with jurisdiction over the Company.
In relation thereto, the disclosure in Question 15 on page 11, in the risk factor on page 16 captioned “Holders may
not receive Exchange Consideration in the Convertible Note Exchange Offer if the procedures for the Convertible Note Exchange Offer are
not followed”, and the disclosure on pages 21 and 22 under the section captioned “The Convertible Note Exchange Offer
– Conditions of the Convertible Note Exchange Offer” have been amended.

10. The second and third paragraphs under A.28 on page 12 appear to be incorrect. Please delete, or advise.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter to correct the second and third paragraphs under A.28 on page 12.

Risk Factors, page 14

11. We note the disclosure on page 16 regarding potential future acquisitions of Assure Convertible Debentures. Please confirm
your understanding that any such acquisitions must be made in compliance with both Rule 14e-5 and Rule 13e-4(f)(6) under
the Exchange Act.

Company
Response: In response to the Staff’s comment, the Company confirms its understanding that such acquisitons must be made
in compliance with both Rule 14e-5 and Rule 13e-4(f)(6). In relation thereto, the disclosure on page 16 under the risk
factor heading “Any future acquisition of any Assure Convertible Debentures that are not tendered in the Convertible Note Exchange
Offer may be on terms more or less favorable than the terms of this Convertible Note Exchange Offer” has been amended.

Cautionary Note Regarding Forward-Looking Statements,
page 18

12. We note the references to Section 27A of the Securities Act and Section 21E of the Exchange Act. Please note that the
safe harbor provisions for forward-looking statements contained in the federal securities laws do not apply to statements made in connection
with a tender offer. See, e.g., Section 21E(b)(2)(C) of the Exchange Act. Please revise your disclosure to remove any potential
implication to the contrary.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter to remove the references to Section 27A of the Securities Act and Section 21E of the Exchange Act. In relation
thereto, the disclosure on page 18 under the section captioned “Cautionary Note Regarding Forward-Looking Information”
has been amended.

Conditions of the Convertible Note Exchange
Offer, page 21

13. The disclosure in this section does not appear to identify any conditions to the offer other than properly submitting a completed
Letter of Transmittal and the holder's Assure Convertible Debenture (which is not ordinarily thought of as an offer condition). Yet we
note references to "the terms and conditions" of the offer throughout your offer document, as well as to "customary conditions"
on the cover page of your offer document. Please clarify what conditions you are referring to throughout your document, and revise
your disclosure accordingly as appropriate.

Further, we note the following disclosure
on page 22: "We may assert [the conditions] in our discretion regardless of the circumstances giving rise to them before the
Expiration Date. We may waive any condition, in whole or in part, at any time and from time to time before the expiration date, in our
discretion, whether or not we waive any other condition to the Convertible Note Exchange Offer." When an offer condition is "triggered,"
a bidder must promptly notify subject security holders whether it intends to waive that condition and proceed with the offer, or assert
the condition and terminate the offer. To the extent you disclose any conditions to this offer in your offer document, please revise this
disclosure accordingly.

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure of the Offer Letter in the Amendment
to Offer Letter to clarify that Convertible Note Exchange Offer is not subject to any conditions. In relation thereto, the disclosure
in the second paragraph of the cover page of the Offer Letter, the second bullet on page 4 under the section captioned “Summary
Terms of the Convertible Note Exchange Offer”, the second paragraph on page 20 under the caption “The Convertible Note
Exchange Offer – General Terms and Eligibility – General Terms” and the first paragraph under the section captioned
“The Convertible Note Exchange Offer – Conditions of the Convertible Note Exchange Offer” have been amended.

Acceptance for Issuance of the Exchange Consideration,
page 25

14. Refer to the following statement in this section: "The certificates or DRS advice slips representing the shares of Common
Stock to be issued as the Exchange Consideration upon the exchange of Assure Convertible Debentures during the Offer Period, will be delivered
promptly (within 10 days) following the expiration of the Offer Period." Please reconcile this statement and a similar statement
in your Letter of Transmittal with your disclosure on page 10 and elsewhere throughout your offer document that "the Exchange
Consideration will be sent to [holders] within 2 trading days" of the offer's expiration. In addition, to the extent that payment
of the Exchange Consideration will not in fact be made within two business days, please advise as to how the offer complies with Rule 14e-
1(c).

Company
Response: In response to the Staff’s comment, the Company has revised the disclosure in the Offer Letter in the Amendment
to Offer Letter by clarifying that certificates or a DRS advice slip representing the shares of Common Stock will be delivered within
2 business days of July 19, 2024. In relation thereto, the disclosure in the third paragraph of the Letter of Transmittal and the
first paragraph on page 25 under the section captioned “The Convertible Note Exchange Offer – Acceptance for Issuance
of the Exchange Consideration” have been amended.

Where You Can Find More Information and Incorporation
by Reference, page 33

15. We note your statement at the top of page 34 that you "incorporate by reference all future documents we file with the
SEC [...] until the expiration of the Convertible Note Exchange Offer." Schedule TO does not specifically permit "forward incorporation"
of doc