June 5, 2018



U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Attention: Ada Sarmiento




Re:Abeona Therapeutics Inc.
Registration Statement on Form S-3
Filed on June 1, 2018
File No. 333-224867


Dear Ms. Sarmiento:


Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Abeona Therapeutics Inc. (the “Registrant”) hereby requests that the effective date for the above-referenced Registration Statement on Form S-3 be accelerated so that it will be declared effective at 5:00 p.m., Eastern time, on June 7, 2018, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling John J. Concannon III at (617) 951-8874.


  Very Truly Yours,  
  Abeona Therapeutics Inc.  
  By:  /s/ Stephen B. Thompson  
Stephen B. Thompson
Vice President Finance



cc:John J. Concannon III, Morgan, Lewis & Bockius LLP