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                                                            February 14, 2025

Michael Winston
Interim Chief Executive Officer
Jet.AI Inc.
10845 Griffith Peak Dr., Suite 200
Las Vegas, Nevada 89135

       Re: Jet.AI Inc.
           Registration Statement on Form S-3
           Filed January 24, 2025
           File No. 333-284504
Dear Michael Winston:

       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-3
Resales of our Common Stock in the public market by our stockholders as a
result of this
offering, page 7

1.     We note your risk factor disclosure at page 7. Please expand your
disclosure, where
       appropriate, to show the dilutive impact of the issuances under the
securities purchase
       agreement.
Selling Stockholder, page 10

2.     On March 28, 2024, you entered into a Securities Purchase Agreement (the
"SPA")
       with Ionic Ventures, LLC. whereby it received (along with common stock)
150 shares
       of Series B and a warrant exercisable for 1,500 shares of Series B. We
note that this is
       the third registration statement filed in connection with resales of
your common stock
       by Ionic which it obtained or may obtain pursuant to the SPA. In the
Form S-1
 February 14, 2025
Page 2

       effective 10/23/2024 (file no. 333-279385), the registration statement
covered
       common stock issuable upon conversion of 50 shares of Series B received
pursuant to
       a separate letter agreement and 1,500 shares of Series B issuable upon
conversion of
       the warrant received as part of the March 28, 2024 Securities Purchase
Agreement
       (which would be all of the Series B issuable upon such warrant). In the
Form S-3
       effective 12/27/2024 (file no. 333-283207), the registration statement
covered the
       resale of common stock issuable upon conversion of 1,350 shares of
Series B
       Preferred Stock issuable upon the exercise of the SPA warrant. In the
current filing,
       you register the resale of 1.27M shares of common stock issuable upon
conversion of
       450 shares of Series B that Ionic "currently holds" and 850 shares of
Series B issuable
       upon the exercise of the SPA warrant.

       Please provide expanded disclosure to clarify how many securities of
each class or
       type that Ionic currently holds and how many of the previously
registered shares it
       sold under the respective registration statements. If multiple offerings
cover the same
       shares issuable upon exercise or conversion of underlying securities,
please explain
       how this is consistent with your undertaking under Item 512(a)(3) of
Regulation S-K.
3.     We note the reference in footnote 2 to the 4.99% beneficial ownership
limitation, but
       the related disclosure at page 2 describes additional, higher thresholds
which appear in
       Section 4(d) of the certificate of designations for the Series B.
Disclose which
       threshold applies to Ionic for purposes of the current offering and
explain why the
       other thresholds are inapplicable. In an expanded discussion of prior
conversions by
       Ionic of the Series B, disclose which threshold(s) applied in each case.
        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 Timothy S. Levenberg at 202-551-3707 or Daniel Morris at
202-551-
3314 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation
cc:   Hallie D. Heath, Esq., of Dykema Gossett PLLC
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