Abeona Therapeutics Inc.

1330 Avenue of the Americas, 33rd Floor

New York, NY 10019


August 27, 2021


U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention: Chris Edwards





Abeona Therapeutics Inc.

Registration Statement on Form S-3

Filed on June 7, 2021

File No. 333-256850


Dear Mr. Edwards:


In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-256850) (the “Registration Statement”) of Abeona Therapeutics Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time, on August 31, 2021, 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 Brian V. Soares at (202) 739-5482 or John J. Concannon III at (617) 951-8874.


  Very Truly Yours,
  Abeona Therapeutics Inc.
  By: /s/ Edward Carr
  Name: Edward Carr
  Title: Chief Financial Officer


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