August 30, 2019

Steven Lisi
Chairman and Chief Executive Officer
Beyond Air, Inc.
825 East Gate Blvd., Suite 320
Garden City, New York 11530

       Re: Beyond Air, Inc.
           Registration Statement on Form S-3
           Filed August 14, 2019
           File No. 333-233283

Dear Mr. Lisi:

       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 filed August 14, 2019

Amended and Restated Certificate of Incorporation and By-Law Provisions, page
20

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please revise your prospectus to clearly describe any risks or
other impacts on
       investors. Risks may include, but are not limited to, increased costs to
bring a claim and
       that these provisions can discourage claims or limit investors' ability
to bring a claim in a
       judicial forum that they find favorable. Also disclose whether this
provision applies to
       actions arising under the Securities Act or Exchange Act. In that
regard, we note that
       Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
       to enforce any duty or liability created by the Exchange Act or the
rules and regulations
       thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
 Steven Lisi
Beyond Air, Inc.
August 30, 2019
Page 2
       and state courts over all suits brought to enforce any duty or liability
created by the
       Securities Act or the rules and regulations thereunder. If the provision
applies to
       Securities Act claims, please also revise your prospectus to state that
there is uncertainty
       as to whether a court would enforce such provision and that investors
cannot waive
       compliance with the federal securities laws and the rules and
regulations thereunder.
Signatures, page II-5

2.     Please indicate below the second paragraph of text required on the Form
S-3 Signatures
       page who is signing your document in the capacity of principal
accounting officer or
       controller.
        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.

       Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso,
Branch Chief, at
(202) 551-3617 with any questions.



                                                              Sincerely,
FirstName LastNameSteven Lisi
                                                              Division of
Corporation Finance
Comapany NameBeyond Air, Inc.
                                                              Office of
Electronics and Machinery
August 30, 2019 Page 2
cc:       Avital Perlman, Esq.
FirstName LastName