Abeona Therapeutics Inc.

1330 Avenue of the Americas, 33rd Floor

New York, NY 10019


December 6, 2022


U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention: Tim Buchmiller





Abeona Therapeutics Inc.

Registration Statement on Form S-3

Filed on December 1, 2022

File No. 333-268619


Dear Mr. Buchmiller:


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. 333-268619) (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 December 12, 2022, 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.


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


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