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February 11, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:

Ms. Irene Paik

    

Mr. Joseph McCann

    

Ms. Christine Torney

    

Ms. Angela Connell

 

RE:

Avedro, Inc.

    

Registration Statement on Form S-1

    

File No. 333-229306

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Avedro, Inc. (the “Registrant”) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on February 13, 2018, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 3,542 copies of the Preliminary Prospectus of the Registrant, dated February 4, 2019, from February 4, 2019 through the date hereof, to prospective underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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Very truly yours,

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

J.P. MORGAN SECURITIES LLC

 

As Representatives of the several Underwriters

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

By:   /s/ Michele A. H. Allong
 

Name: Michele A. H. Allong

Title: Authorized Signatory

 

J.P. MORGAN SECURITIES LLC
By:   /s/ David Ke
 

Name: David Ke

Title: Executive Director

 

[Signature Page to Acceleration Request]