<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            October 8, 2024

Xingjuan (Jane) Chao
Chief Executive Officer
Ceribell, Inc.
360 N. Pastoria Avenue
Sunnyvale, CA 94085

       Re: Ceribell, Inc.
           Amendment No. 2 to Registration Statement on Form S-1
           Filed October 7, 2024
           File No. 333-281784
Dear Xingjuan (Jane) Chao:

     We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our September
11, 2024,
letter.

Amendment No. 2 to Registration Statement on Form S-1 filed October 7, 2024
Prospectus Summary
Recent Developments
Preliminary Financial Results as of and for the Three Months Ended September
30, 2024,
page 6

1.     We note your disclosure that "[s]uch estimated and unaudited data
constitute forward-
       looking statements based solely on information available to us as of the
date of this
       prospectus and may differ materially from actual results," "[o]nce our
quarter-end
       financial closing process is completed, we may report financial results
and other data
       that could differ, and the differences could be material," and "[w]hile
we believe that
       such information and estimates are based on reasonable assumptions, our
actual
 October 8, 2024
Page 2

       results may vary, and such variations may be material." If you choose to
disclose
       preliminary estimates, you should be able to assert that the actual
results are not
       expected to differ "materially" from those reflected in the preliminary
estimates.
       Please revise or remove these statements accordingly.
The Offering, page 9

2.     We note your revised disclosure on page 10 that "[c]ertain of our
existing
       stockholders, including stockholders affiliated with certain of our
directors, have
       indicated an interest in purchasing up to an aggregate of approximately
$40 million of
       shares of our common stock in this offering at the initial public
offering price (which
       would represent approximately 40% of the shares sold in this offering)."
Given that
       this indication of interest represents a significant percentage of your
total offering,
       please revise your cover page to include this disclosure. In addition,
please identify
       the relevant directors that are affiliated with the stockholders who
have indicated an
       interest, and disclose whether any 5% or greater shareholders are
included in this
       indication of interest. Finally, please clarify whether and to what
extent this interest, if
       purchased, would impact any of the controlling shareholder percentages
you disclose
       throughout your filing, including on your cover page. Revise you risk
factor at the top
       of page 53 accordingly.
       Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at
202-551-4391 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-2545
with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Industrial Applications and
                                                               Services
cc:   Kathleen M. Wells, Esq.
</TEXT>
</DOCUMENT>
