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                               July 31, 2020

       John Lai
       Chief Executive Officer
       PetVivo Holdings, Inc.
       5251 Edina Industrial Blvd.
       Edina, MN 55439

                                                        Re: PetVivo Holdings,
Inc.
                                                            Preliminary
Information Statement on Schedule 14C
                                                            Filed July 17, 2020
                                                            File No. 000-55167

       Dear Mr. Lai:

               We have limited our review of your filing to those issues we
have addressed in our
       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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Information Statement on Schedule 14C

       Proposal 1: Approval of a Reverse Stock Split of Our Common Stock

   1.                                                   Please revise your
disclosure to discuss the potential dilutive effect of the
                                                        proposed reverse stock
split on your stockholders.
   2.                                                   Please revise to state
specifically whether you have any plans, proposals or arrangements,
                                                        written or oral, to
issue any of the additional authorized shares of common stock that
                                                        would be available as a
result of the proposed reverse stock split. Please provide similar
                                                        disclosure for Proposal
2 with respect to the newly authorized shares that would
                                                        be available as a
result of the proposed increase in the number of authorized shares of
                                                        common stock. If there
are any such plans, please describe them.
 John Lai
FirstName  LastNameJohn Lai
PetVivo Holdings, Inc.
Comapany
July       NamePetVivo Holdings, Inc.
     31, 2020
July 31,
Page  2 2020 Page 2
FirstName LastName
3.       Please expand your disclosure to discuss the potential anti-takeover
effect of the increase
         in the number of authorized shares that will be available as a result
of the proposed
         reverse stock split. Please provide similar disclosure in Proposal 2
with respect to the
         proposed increase in the number of authorized shares of common stock.
General

4.       We note your statement that at the Regular Meeting you will ask
stockholders to "consider
         and vote to approve" the proposals set forth in your preliminary
information statement.
         Based on this disclosure, and others throughout the filing, it appears
that you are soliciting
         stockholder consent or authorization with regard to these proposals
and therefore should
         comply with the requirements of Regulation 14A. Accordingly, please
explain to us your
         basis for filing an information statement on Schedule 14C as opposed
to a proxy statement
         on Schedule 14A.
        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.

       Please contact Deanna Virginio at 202-551-4530 or Joe McCann at
202-551-6262 with
any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Robert Knutson, Esq.