April 9, 2020

Darrin R. Uecker
President, Chief Executive Officer and Director
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545

       Re: Pulse Biosciences, Inc.
           Registration Statement on Form S-3
           Filed April 6, 2020
           File No. 333-237577

Dear Mr. Uecker:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our 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 comment, we may have additional comments.

Registration Statement on Form S-3 filed April 6, 2020

General

1.     We note that Mr. Duggan beneficially owns approximately 43% of your
outstanding
       common stock prior to this rights offering and has indicated that he
intends to exercise all
       of his basic subscription rights and any over-subscription right to
purchase additional
       shares of common stock that remain unsubscribed at the expiration of the
rights offering,
       subject to availability. As a result, Mr. Duggan may acquire a majority
of your common
       stock. Please provide us with an analysis of whether this rights
offering is a transaction or
       series of transactions which has either a reasonable likelihood or a
purpose of producing,
       either directly or indirectly, any of the effects described in Exchange
Act Rule 13e-
       3(a)(3)(ii). If you do not currently intend to take actions that would
result in a going
       private effect as described in Exchange Act Rule 13e-3(a)(3)(ii), please
confirm in your
       response letter and within the disclosure that the rights offering is
not a transaction or
 Darrin R. Uecker
Pulse Biosciences, Inc.
April 9, 2020
Page 2
       series of transactions which has either a reasonable likelihood or a
purpose of producing a
       "going private effect" as specified in Exchange Act Rule 13e-3.
        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.

       You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at
202-551-3257
with any questions.



                                                            Sincerely,
FirstName LastNameDarrin R. Uecker
                                                            Division of
Corporation Finance
Comapany NamePulse Biosciences, Inc.
                                                            Office of Life
Sciences
April 9, 2020 Page 2
cc:       Andrew D. Hoffman, Esq.
FirstName LastName