July 26, 2019

Benjamin Sexson
Chief Executive Officer
Monogram Orthopaedics, Inc.
53 Bridge Street, Unit 507
Brooklyn, New York, 11251

       Re: Monogram Orthopaedics, Inc.
           Amendment No. 2 to Offering Statement on Form 1-A
           Filed July 10, 2019
           File No. 024-10973

Dear Mr. Sexson:

      We have reviewed your amended offering statement 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our June 19,
2019 letter.

Amendment No. 2 to Form 1-A filed July 10, 2019

The Offering, page 5

1.    We note your disclosure added in footnote (3). However, if you are
required to issue the
      licensor additional shares for no additional consideration when you sell
the securities in
      this offering, please revise to clarify and disclose the amount that you
would be required
      to issue to the licensor if you sell all of the securities in this
offering. We note for
      example section 6.1 in exhibit 6.24.
Use of Proceeds to Issuer, page 17

2.    Please expand you response to prior comment 6 to tell us the nature of
the transactions
      generating the accounts payable to your director mentioned on pages F-17
and F-18, and
 Benjamin Sexson
Monogram Orthopaedics, Inc.
July 26, 2019
Page 2
      the source of funds to pay those amounts payable. Also, revise the the
last sentence of
      your response to clarify where you addressed the salary increase and
post-termination
      payments mentioned in exhibit 6.2.
Voting Rights, page 31

3.    We note your response to prior comment 10 and your disclosure that the
Series A
      Preferred Stock will not be entitled to any voting rights unless at least
25% of the initially
      issued shares of Preferred Stock remain outstanding. In an appropriate
section of your
      document, clarify how you will determine the number of initially issued
shares. In this
      regard, we note your disclosure on page 2 that you may hold a series of
closings; it is
      unclear whether only the shares in the initial closing will be used for
the 25% calculation.
      It is also unclear whether shares issued upon conversion of notes or upon
exercise of
      warrants will be considered when calculating the 25%.
4.    Please disclose the veto rights mentioned on page 11.
Exhibits

5.    We note your response to prior comment 14 that exhibit 6.23 represents
the warrants
      mentioned on page F-18; however, exhibit 6.23 appears to be a warrant to
acquire
      preferred stock, while page F-18 refers to a warrant to purchase common
stock. Please
      clarify, and revise your offering circular disclosure as appropriate.
Also, please tell us
      whether that warrants can be exercised to purchase shares in this
offering.
6.    Please tell us how you determined which information to file as exhibit
13. We note for
      example that a pitch deck and what appear to be messages from your CEO do
not appear
      to be included in exhibit 13. Include in your response how you determined
that the
      exhibits reflect the content of the videos.
       You may contact Tara Harkins at 202-551-3639 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Russell Mancuso, Branch
Chief, at
202-551-3617 with any other questions.



                                                             Sincerely,
FirstName LastNameBenjamin Sexson
                                                             Division of
Corporation Finance
Comapany NameMonogram Orthopaedics, Inc.
                                                             Office of
Electronics and Machinery
July 26, 2019 Page 2
cc:       Andrew Stephenson
FirstName LastName