December 2, 2024

Michael Winston
Executive Chairman and Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, NV 89135

       Re: Jet.AI Inc.
           Registration Statement on Form S-3
           Filed November 13, 2024
           File No. 333-283207
Dear Michael Winston:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Form S-3 filed November 13, 2024
Plan of Distribution, page 10

1.     We note the selling securityholder may sell its securities using various
methods,
       including purchases by a broker-dealer as a principal and resale by the
broker-dealer
       for its account and any other method permitted pursuant to applicable
law. Please
       confirm your understanding that the retention by the selling stockholder
of an
       underwriter, or any entity that may act as an underwriter, would
constitute a material
       change to your plan of distribution requiring a post-effective
amendment. Refer to
       your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation
S-K.
 December 2, 2024
Page 2
Information Incorporated by Reference, page 12

2.     We note that you have not incorporated by reference Exchange Act filings
made prior
       to the effective date of the registration statement. Please revise to
incorporate by
       reference your Quarterly Report on Form 10-Q filed on November 14, 2024
       and Current Reports on Form 8-K filed on November 18, 2024 and November
19,
       2024. Refer to Question 123.05 of the Securities Act Forms Compliance
and
       Disclosure Interpretations.
General

3.     We note that you are seeking to register up to 350,000 shares of common
stock that
       have not yet been issued to the Selling Stockholder and that the shares
of Series B
       Preferred Stock issuable upon exercise of the warrant will automatically
convert into
       shares of common stock based on the lowest daily volume weighted average
price of
       your common stock over a period beginning on the trading day "after" you
deliver the
       shares of common stock upon such conversion to the Selling Stockholder.
Please
       provide us with a detailed analysis explaining why it is appropriate to
register the
       resale of these shares at this time, including whether the provisions of
Section 4(e) of
       the Certificate of Designations protect the Selling Stockholder from
being truly at
       market risk. In your analysis, please consider the Commission   s
guidance set forth in
       Question 139.11 of the Securities Act Sections Compliance and Disclosure
       Interpretations.

        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 Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation
cc:   Kate L. Bechen