United States securities and exchange commission logo





                             September 15, 2021

       Lishan Aklog, M.D.
       Chief Executive Officer
       Lucid Diagnostics Inc.
       One Grand Central Place
       Suite 4600
       New York, NY 10165

                                                        Re: Lucid Diagnostics
Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted September
3, 2021
                                                            CIK No. 0001799011

       Dear Dr. Aklog:

             We have reviewed your amended draft registration 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
September 3, 2021

       Prospectus Summary
       Current Status of EsoGuard and EsoCheck, page 7

   1.                                                   We note your response
to our prior comment 2 and the revised disclosure on page 7.
                                                        Please further revise
your disclosure regarding the Coastline agreement to include the
                                                        duration of the
agreement.
   2.                                                   We note the revisions
made in response to our prior comment 3. However, the prospectus
                                                        still contains multiple
statements characterizing meetings as "successful" and feedback
                                                        as "positive". Please
further revise your disclosure to comply with our prior comment.
 Lishan Aklog, M.D.
Lucid Diagnostics Inc.
September 15, 2021
Page 2
Dilution, page 57

3.    We note your response to comment 6 and that you indicate that pro forma
net tangible
      book value includes the issuance on June 1, 2021 of the $22.4 million
convertible note to
      PAVmed. However, the issuance of this $22.4 million convertible note is
included within
      your historical net book value as of June 30, 2021. Please revise your
description of pro
      forma net tangible book value as of June 30, 2021 to indicate that it
only reflects the
      conversion of this note payable. Please note this comment also applies to
your second
      bullet point on page 58 and your description of your pro forma
capitalization as of June
      30, 2021.
4.    Please revise the table to present your historical net tangible book
value prior to your
      presentation of pro forma net tangible book value.
       You may contact Tara Harkins at 202-551-3639 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551-5019
with any other
questions.



                                                             Sincerely,
FirstName LastNameLishan Aklog, M.D.
                                                             Division of
Corporation Finance
Comapany NameLucid Diagnostics Inc.
                                                             Office of Life
Sciences
September 15, 2021 Page 2
cc:       Eric T. Schwartz, Esq.
FirstName LastName