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                          December 21, 2023

       Robert Bitterman
       President & CEO
       Phio Pharmaceuticals Corp.
       257 Simarano Drive, Suite 101
       Marlborough, MA 01752

                                                        Re: Phio 
Pharmaceuticals Corp.
                                                            Registration 
Statement on Form S-1
                                                            Filed December 19, 
2023
                                                            File No. 333-276146

       Dear Robert Bitterman:

              This is to advise you that we have not reviewed and will not 
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for 
acceleration. We remind you
       that the company and its management are responsible for the accuracy and 
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of 
action by the staff.

                                                        Please contact Daniel 
Crawford at 202-551-7767 with any questions.



                                                                                
                          Sincerely,

                                                                                
                          Division of Corporation Finance
                                                                                
                          Office of Life Sciences
       cc:                                              Brandon Kinnard, Esq.