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                             December 27, 2023

       Jill Milne
       President and Chief Executive Officer
       Astria Therapeutics, Inc.
       75 State Street
       Suite 1400
       Boston, Massachusetts 02109

                                                        Re: Astria 
Therapeutics, Inc.
                                                            Registration 
Statement on Form S-3
                                                            Filed December 15, 
2023
                                                            File No. 333-276057

       Dear Jill Milne:

              We have conducted a limited review of your registration statement 
and have the
       following comment.

              Please respond to this letter by amending your registration 
statement and providing the
       requested information. If you do not believe a comment applies to your 
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in 
your response.

              After reviewing any amendment to your registration statement and 
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-3 filed December 15, 2023

       General

   1.                                                   In relation to the 
warrant share prospectus, we note that the Pre-Funded Warrants and
                                                        Common Stock Warrants 
were issued and sold in an underwritten offering in October
                                                        of 2023. We also note 
that both the Pre-Funded Warrants and Common Stock Warrants
                                                        were exercisable from 
the date of issuance. As set out in Securities Act Sections C&DI
                                                        Question 103.04, where 
the offer and sale of convertible securities or warrants are being
                                                        registered under the 
Securities Act and such securities are convertible or exercisable
                                                        within one year, the 
underlying securities should be registered at the same time because an
                                                        offering of both the 
overlying security and underlying security is deemed to be taking
                                                        place. With this in 
mind, please explain your rationale for including the warrant share
                                                        prospectus as part of 
this registration statement.
 Jill Milne
Astria Therapeutics, Inc.
December 27, 2023
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please 
allow adequate
time for us to review any amendment prior to the requested effective date of 
the registration
statement.

       Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 
202-551-7614 with
any other questions.



                                                           Sincerely,
FirstName LastNameJill Milne
                                                           Division of 
Corporation Finance
Comapany NameAstria Therapeutics, Inc.
                                                           Office of Life 
Sciences
December 27, 2023 Page 2
cc:       Jeffries Oliver-Li
FirstName LastName