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                             September 20, 2021

       Edmundo Gonzalez
       Chief Executive Officer
       Marpai, Inc.
       5701 East Hillsborough Avenue, Suite 1417
       Tampa, FL 33610-5428

                                                        Re: Marpai, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 8,
2021
                                                            File No. 333-258029

       Dear Mr. Gonzalez:

             We have reviewed your amended 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our July
29, 2021 letter.

       Amendment No. 1 to Form S-1 filed September 8, 2021

       Condensed Consolidated Statements of Operation, page F-4

   1.                                                   Please explain the
factors that you considered in concluding that your current presentation
                                                        of depreciation and
amortization as an operating expense, none of which appears to have
                                                        been included in cost
of revenue, complied with guidance in SAB Topic 11B.
 Edmundo Gonzalez
FirstName
Marpai, Inc.LastNameEdmundo Gonzalez
Comapany 20,
September   NameMarpai,
               2021      Inc.
September
Page 2     20, 2021 Page 2
FirstName LastName
       You may contact Franklin Wyman at (202) 551-3660 or Al Pavot at (202)
551-3738 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Joe McCann at (202) 551-6262 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:      Angela Dowd, Esq.