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                              June 9, 2022

       Mark Hilz
       Chief Executive Officer
       Heart Test Laboratories, Inc.
       550 Reserve St.
       Suite 360
       Southlake, Texas 76092

                                                        Re: Heart Test
Laboratories, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed June 6, 2022
                                                            File No. 333-265024

       Dear Mr. Hilz:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to 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 June
1, 2022 letter.

       Amendment No. 1 to Form S-1 filed June 6, 2022

       Capitalization, page 61

   1.                                                   We note from your pro
forma as adjusted column that you have increased cash by the total
                                                        net offering proceeds
of $7.2 million. Please explain to us why total shareholders    (deficit)
                                                        equity and total
capitalization was increased by $8.5 million rather than $7.2 million of
                                                        net offering proceeds.
Revise as necessary.
 Mark Hilz
Heart Test Laboratories, Inc.
June 9, 2022
Page 2
2.     Please tell us and revise your filing to explain how you determined the
common shares
       that your bridge note, $1.5 million convertible note and Series A
preferred shares will
       convert into upon your initial public offering. Please also explain,
with reference to
       the conversion terms for your Series A preferred shares as set forth on
page F-22, how you
       determined that the conversion of the Series A preferred shares are
probable of occurring.
       You may contact Tara Harkins at 202-551-3639 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Suzanne Hayes at 202-551-3675 with any
other
questions.



                                                           Sincerely,
FirstName LastNameMark Hilz
                                                           Division of
Corporation Finance
Comapany NameHeart Test Laboratories, Inc.
                                                           Office of Life
Sciences
June 9, 2022 Page 2
cc:       Steve Jacobs, Esq.
FirstName LastName