January 22, 2020

Lishan Aklog, M.D.
Chairman of the Board and Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York

       Re: PAVmed Inc.
           Registration Statement on Form S-3
           Response dated January 8, 2020
           File No. 333-235335

Dear Dr. Aklog:

      We have reviewed your response to our comment letter 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.

Registration Statement on Form S-3

General

1.    To help us evaluate your response to prior comment 1, please provide us
additional detail
      concerning the mechanics of the installment conversion process, including
a discussion of
      how that mechanism has operated with respect to the 2018 Convertible
Notes. With
      reference to your risk factor disclosures on pages 10-11, please explain
why the 2019
      Convertible Notes "likely will be converted only at times when it is
economically
      beneficial for the holder to do so" and discuss whether/how Alto has done
so with respect
      to its conversions of 2018 Convertible Notes. Also explain why you might
choose to
      "voluntarily reduce the conversion price of the 2019 Conversion Notes"
and indicate
      whether you have done so with respect to the 2018 Convertible Notes.
Also, clarify for us
      whether you repaid any portion of the 2018 Convertible Notes in cash as
opposed to stock
 Lishan Aklog, M.D.
PAVmed Inc.
January 22, 2020
Page 2
       and explain the reason(s) why the parties amended the Leak-Out Agreement
in connection
       with the 2019 Convertible Note offering.
2.     To help us evaluate your response to prior comment 2 concerning the
Series B
       Convertible Notes, please address the following in your response:
         Explain the reason(s) (i) why Alto has given a security interest in
cash and/or cash
           equivalents rather than simply paying cash for the notes and (ii)
why there is a netting
           mechanism.
         Identify the collateral presently securing the note and discuss any
escrow
           arrangements; and
         Explain whether it is expected that Alto will pay cash to the company
(i.e., convert
           the Investor Note) only in connection with the periodic installment
conversion
           process.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Chris Edwards at (202) 551-6761 or Joseph McCann at
(202) 551-6262
with any questions.



                                                             Sincerely,
FirstName LastNameLishan Aklog, M.D.
                                                             Division of
Corporation Finance
Comapany NamePAVmed Inc.
                                                             Office of Life
Sciences
January 22, 2020 Page 2
cc:       Eric Schwartz
FirstName LastName