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                              April 22, 2024

       Brian Atwood
       Chief Executive Officer
       CERo Therapeutics Holdings, Inc.
       201 Haskins Way, Suite 230
       South San Francisco, CA 94080

                                                        Re: CERo Therapeutics
Holdings, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 10,
2024
                                                            File No. 333-278603

       Dear Brian Atwood:

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

              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.

       Registration Statement on Form S-1, Filed April 10, 2024

       Management's Discussion and Analysis of Financial Condition and Results
of Operations of
       PBAX, page 124

   1.                                                   Please update your
registration statement to also include a management's discussion and
                                                        analysis of financial
condition and results of operations for Legacy CERo. Refer to
                                                        Instruction 1 to
paragraph (b) of Item 303 of Regulation S-K, which requires the
                                                        discussion to cover the
periods covered by the financial statements included in the filing.
               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.
 Brian Atwood
CERo Therapeutics Holdings, Inc.
April 22, 2024
Page 2

       Please contact Jessica Dickerson at 202-551-8013 or Suzanne Hayes at
202-551-3675
with any other questions.



                                                        Sincerely,
FirstName LastNameBrian Atwood
                                                        Division of Corporation
Finance
Comapany NameCERo Therapeutics Holdings, Inc.
                                                        Office of Life Sciences
April 22, 2024 Page 2
cc:       Stephen M. Davis, Esq.
FirstName LastName