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                               December 1, 2023

       Wensheng Fan
       Chief Executive Officer
       Spectral AI, Inc.
       2515 McKinney Avenue, Suite 1000
       Dallas, Texas 75201

                                                        Re: Spectral AI, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 21,
2023
                                                            File No. 333-275218

       Dear Wensheng Fan:

              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.

       Amendment No. 1 to Registration Statement on Form S-1

       Cover Page

   1.                                                   Please revise your
cover page and elsewhere in the registration statement to disclose the
                                                        price that the selling
securityholders paid for the 566,667 shares of common stock being
                                                        registered for resale.
   2.                                                   Here and in your risk
factor and MD&A sections and elsewhere where you address your
                                                        recent trading prices
as compared to the warrant exercise price, please revise to clarify that
                                                        your warrants are out
the money and it is unlikely that warrant holders would exercise
                                                        their warrants while
the trading price is below the warrant exercise price. Disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Wensheng Fan
Spectral AI, Inc.
December 1, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
59

3.       We note that the projected Spectral revenues for 2023 were $31.3
million, as set forth in
         the prospective financial information prepared by Spectral's
management and provided to
         the RCLF Board in connection with the evaluation of the Business
Combination. We also
         note that your actual revenues for the nine months ended September 30,
2023 was
         approximately $12.8 million. It appears that you will miss your 2023
revenue projection.
         Please update your disclosure in Liquidity and Capital Resources, and
elsewhere, to
         provide updated information about your financial position and further
risks to your
         business operations and liquidity in light of these circumstances.
Company Overview, page 70

4.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
5.     Please expand your discussion here to reflect the fact that this
offering involves the
FirstName LastNameWensheng Fan
       potential sale of a substantial portion of shares for resale and discuss
how such sales could
Comapany   NameSpectral
       impact               AI, Inc.
               the market price  of the company   s common stock. We refer to
your disclosure on
       page1,52.
December      2023 Page 2
FirstName LastName
 Wensheng Fan
FirstName
Spectral AI,LastNameWensheng   Fan
             Inc.
Comapany1,
December    NameSpectral
              2023       AI, Inc.
December
Page 3    1, 2023 Page 3
FirstName LastName
        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 Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
                                                           Services
cc:      Lynwood E. Reinhardt, Esq.