December 18, 2019

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
           Filed December 3, 2019
           File No. 333-235335

Dear Dr. Aklog:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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.     It appears that you are seeking to register this transaction as a resale
pursuant to Rule
       415(a)(1)(i) of the Securities Act of 1933. However, given the size of
the offering relative
       to the number of shares outstanding and the nature of the offering, the
transaction appears
       to be a primary offering. Because you are not eligible to conduct a
primary offering on
       Form S-3, we note that you are ineligible to conduct a primary
at-the-market offering
       pursuant to Rule 415(a)(4). Accordingly, please revise to establish a
fixed price for the
       shares and disclose that the selling shareholders are underwriters.

       To the extent that you disagree with the above assessment, please
provide us with a
       detailed legal and factual analysis explaining why the proposed offering
is not a primary
       offering but rather a resale transaction on behalf of the selling
stockholders. For guidance,
 Lishan Aklog, M.D.
PAVmed Inc.
December 18, 2019
Page 2
         please refer to Compliance Disclosure Interpretations, Securities Act
Rules, Question
         612.09. In your response, please be sure to address the size of the
offering relative to the
         number of shares held by non-affiliates and discuss whether the
noteholders are at market
         risk given the various conversion features and conversion discounts.
Also, discuss your
         ability to service the note payments in cash and address whether the
investors have an
         intent to distribute the securities. In this regard, it may be
relevant to discuss your 2018
         Convertible Note, which you state has similar terms to the 2019
Convertible Notes and
         which is also held by Alto Opportunity Master Fund. With reference to
your Voting
         Agreements with Alto, please also discuss Alto's total voting power.
2.       Based on the investor's ability to net the unpaid amount of the
Investor Note against the
         unpaid amount of the corresponding Series B Note, it appears that the
selling stockholders
         are not irrevocably bound to purchase the Series B Note. Accordingly,
please revise the
         registration statement to remove shares issuable upon conversion of
the Series B Note or
         advise. For guidance, please refer to Compliance Disclosure
Interpretations, Securities Act
         Sections, Questions 139.06 and 139.11.
        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 Christopher Edwards at (202) 551-6761 or Joseph McCann at
(202)
551-6262 with any questions.



FirstName LastNameLishan Aklog, M.D.                           Sincerely,
Comapany NamePAVmed Inc.
                                                               Division of
Corporation Finance
December 18, 2019 Page 2                                       Office of Life
Sciences
FirstName LastName