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United States securities and exchange commission logo





                              December 17, 2020

       Benjamin Sexson
       Chief Executive Officer
       MONOGRAM ORTHOPAEDICS INC
       3913 Todd Lane
       Austin, TX 78744

                                                        Re: MONOGRAM
ORTHOPAEDICS INC
                                                            Amendment 3 to
Offering Statement on Form 1-A
                                                            Submitted December
4, 2020
                                                            File No. 024-11305

       Dear Mr. Sexson:

             We have reviewed your amended offering statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply 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 offering statement and the
information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 19, 2020 letter.

       Amendment 3 to Form 1-A filed December 4, 2020

       Regulation, page 26

   1.                                                   Please remove all
estimates of the timing and speculations of approval in relation to an
                                                        FDA review of your
products in the future, as such timing is not within the company's
                                                        control and
determinations of approval are solely within the purview of the FDA.
       Plan of Operations and Milestones, page 31

   2.                                                   We note the statements
and on page 31 and throughout your marketing materials filed as
                                                        Exhibits 13.1-13.14 in
which you state that you expect to start generating revenues in
                                                        2021 based on the
execution of sales agent agreements with two independent orthopedic
                                                        distributors. However,
your Offering Circular clearly states throughout that your products
 Benjamin Sexson
FirstName LastNameBenjamin Sexson
MONOGRAM       ORTHOPAEDICS   INC
Comapany17,
December  NameMONOGRAM
              2020          ORTHOPAEDICS INC
December
Page 2    17, 2020 Page 2
FirstName LastName
         require a 510(k) premarket notification submission, which is not
anticipated to be made
         until 2021. Therefore, your assumption that the FDA will declare your
product
         substantially equivalent to an approved product is speculative. Please
delete all statements
         projecting revenue generation in 2021 both on page 31 and in all
places in
         which they appear in Exhibits 13.1 through 13.14.
3.       Please revise your disclosure to name the two independent orthopedic
distributors with
         which you have signed standard sales agent agreements to market your
products, disclose
         the material terms of each agreement, and file each as an exhibit to
the Offering Circular.
         Alternatively, please provide your analysis regarding the application
of Item 17.6.(b) of
         Form 1-A.
Exhibits

4.       We note the Rule 255(b) conditions provided in Exhibits 13.1-13.14, in
response to our
         prior comment. Please revise each communication to prominently display
the required
         conditions rather than placing them at the end of your communications
in fine print.
5.       Please revise Exhibit 13.1 as follows:
             Remove references to revenue generation in 2021, as noted in our
previous comment.
             Remove references to the company's product candidate as
"best-in-class", as you
             have not yet applied for or received FDA approval.
             Prominently disclose that you have not yet applied for or obtained
FDA approval for
             your products and that sales may not commence until approval is
received.
             Revise the google drive source links throughout, as they are not
functional.
             Provide support for your statements throughout regarding accuracy
and efficiency.
                Remove all implications of efficacy, as that determination is
solely within the
             purview of the FDA.
             Remove the statement that your implants "will pass the rigorous
ISO strength testing
             standards mandated by the FDA"
6.       We note the comments included at the end of Exhibit 13.1, where
investors and potential
         investors discuss the company and pose questions to management. The
company is
         responsible for all statements contained in the Form 1-A, of which
Exhibit 13.1 forms a
         part. See Section 12 and Section 17 of the Securities Act of 1933, as
amended. Please
         confirm that the company takes responsibility for the content of these
third party
         comments, and advise us whether consent was obtained from each
individual prior to
         inclusion of their comments in the document. If no consent was
obtained, please advise us
         upon what basis the company has included the comments. In addition,
please advise us
         whether Exhibit 13.1 has been circulated to potential investors and
what means of
         communication was used. Please provide an analysis regarding the
application of Rule
         255(d) regarding recirculation of the revised materials in the event
the company removes
         the comment section in a revised exhibit.
       You may contact Jeanne Bennett at 202-551-3606 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
 Benjamin Sexson
MONOGRAM ORTHOPAEDICS INC
December 17, 2020
Page 3

contact Laura Crotty at 202-551-7614 or Suzanne Hayes at 202-551-3675 with any
other
questions.



                                                         Sincerely,
FirstName LastNameBenjamin Sexson
                                                         Division of
Corporation Finance
Comapany NameMONOGRAM ORTHOPAEDICS INC
                                                         Office of Life
Sciences
December 17, 2020 Page 3
cc:       Andrew Stephenson
FirstName LastName
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