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                               January 21, 2021

       Steven Lisi
       Chief Executive Officer
       Beyond Air, Inc.
       825 East Gate Blvd., Suite 320
       Garden City, NY 11530

                                                        Re: Beyond Air, Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed January 12,
2021
                                                            File No. 001-38892

       Dear Mr. Lisi:

                                                        We have reviewed your
filing and have the following comment.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Proposal No. 5, page 39

   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
disclose whether this provision applies to actions arising under
                                                        the 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. If this provision does not
                                                        apply to actions
arising under the Exchange Act, please also ensure that the exclusive
                                                        forum provision in the
governing documents states this clearly, or tell us how you will
                                                        inform investors in
future filings that the provision does not apply to any actions arising
                                                        under the Exchange Act.
               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.
 Steven Lisi
Beyond Air, Inc.
January 21, 2021
Page 2

       Please contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at
202-551-3257
with any questions.



                                                        Sincerely,
FirstName LastNameSteven Lisi
                                                        Division of Corporation
Finance
Comapany NameBeyond Air, Inc.
                                                        Office of Life Sciences
January 21, 2021 Page 2
cc:       Stephen M. Nicolai, Esq.
FirstName LastName