Matinas BioPharma Holdings, Inc.

1545 Route 206 South, Suite 302

Bedminster, New Jersey 07921


July 31, 2020




United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549


Re:Matinas BioPharma Holdings, Inc.
  Registration Statement on Form S-3 (File No. 333- 239675)
  Filed on July 2, 2020, as subsequently amended on July 27, 2020


Ladies and Gentlemen:


In accordance with Rule 461 under the Securities Act of 1933, as amended, Matinas BioPharma Holdings Corp. hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on August 7, 2020, or as soon as practicable thereafter.


Please call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.


[Signature page follows.]




U.S. Securities and Exchange Commission

July 31, 2020

Page 2


  Very truly yours,
  By: /s/ Jerome D. Jabbour
  Name: Jerome D. Jabbour
  Title: Chief Executive Officer


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