November 4, 2024

Chris Ehrlich
Interim 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 October 21, 2024
            Amendment No. 1 to Registration Statement on Form S-1
            Filed October 22, 2023
            File No. 333-282755
Dear Chris Ehrlich:

       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.

Registration Statement on Form S-1
Cover Page

1.     We note your statement on the cover page that you are registering, among
others,
       75,000,000 shares of common stock "issuable" to a service provider. You
also
       reference 75,000,000 shares of Common Stock "to be issued" to the
service provider
       in footnote 34 to the Selling Securityholders table. We contrast these
statements
       with inconsistent disclosures on pages 6, 9, and 157 that refer to these
same shares as
       "issued."
           Please revise throughout to clarify whether these 75,000,000 shares
of common
           stock have already been issued to the service provider, or whether
the private
           placement of such securities is incomplete.
 November 4, 2024
Page 2

             Please note that a transaction that commenced privately cannot be
converted to a
           registered offering. As applicable, provide your analysis as to why
you believe
           you are eligible to register the primary issuance of these
75,000,000 shares of
           common stock, or alternatively, revise your fee table and
registration statement to
           remove these shares. Refer to Securities Act Sections Compliance and
Disclosure
           Interpretations Question 134.02.

2.     We note your disclosure on page 7 that the shares of common stock
registered for
       resale under this prospectus, if issued, would exceed the number of
shares of common
       stock currently authorized for issuance. You also state that in the
event that you obtain
       the approval of the Reverse Stock Split at an upcoming special
stockholders
       meeting, the number of shares registered hereunder will no longer exceed
the number
       of authorized and unissued shares.
           Please confirm that you will not request acceleration of the
effective date of
           this registration statement until you have obtained shareholder
approval such that
           you have sufficient authorized shares to conduct the offering.
           Alternatively, please reduce the number of shares being registered
so as not to
           exceed the number of currently authorized shares available for
issuance.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
CERo, page 125

3.     Please revise to also include MD&A disclosure for Legacy CERo's two most
recent
       fiscal years, or otherwise advise. Refer to Item 303(b) of Regulation
S-K, and
       instructions thereto.
        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 Lauren Hamill at 303-844-1008 or Chris Edwards at
202-551-6761
with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:   Jeffrey Letalien