Phio Pharmaceuticals Corp.

257 Simarano Drive, Suite 101 | Marlborough, MA 01752




July 15, 2020




Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Paul Fischer



  Re: Phio Pharmaceuticals Corp.
    Registration Statement on Form S-1 (File No. 333-239779)


Ladies and Gentlemen:


Pursuant to Rule 461 under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp. (the “Company”) hereby respectfully requests that the effective date of the above-referenced registration statement on Form S-1 filed by the Company (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on July 17, 2020, or as soon thereafter as practicable.


  Very truly yours,
  /s/ Gerrit Dispersyn
  Gerrit Dispersyn, Dr. Med. Sc.
  President and Chief Executive Officer



cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP