February 18, 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 30, 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.

Response dated January 30, 2020

General

1.    We continue to evaluate your response to prior comment 1. Please provide
us additional
      support for your position that Alto is not purchasing the 2019 Notes with
a view to
      distributing the underlying shares to the public. In your response,
please provide us with a
      schedule that provides the dates and prices for conversions of the 2018
Note. Also explain
      whether Alto typically sells or otherwise disposes of the underlying
shares shortly after
      conversion, including in settlement of short sales.
2.    Based on your response to prior comment 2, we do not understand how Alto
is irrevocably
      bound to purchase the Series B Note given that Alto may "net" the
respective notes and
      thereby avoid any obligation to provide you with cash or other
consideration. In this
      regard, we note that pages 5-7 of your response indicate that Alto would
not have engaged
      in the Series B transaction absent "protections" afforded by the netting
arrangement to
 Lishan Aklog, M.D.
PAVmed Inc.
February 18, 2020
Page 2
      prevent investment loss. Accordingly, please revise to remove the shares
issuable upon
      conversion of the Series B Note or provide us additional analysis
explaining how Alto
      presently is at market risk with respect to the Series B Note.
       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
February 18, 2020 Page 2
cc:       Eric Schwartz
FirstName LastName