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                          March 18, 2024

       Heather Mason
       Chief Executive Officer
       Assertio Holdings, Inc.
       100 South Saunders Road, Suite 300
       Lake Forest, IL 60045

                                                        Re: Assertio Holdings, 
Inc.
                                                            Registration 
Statement on Form S-3
                                                            Filed March 11, 
2024
                                                            File No. 333-277831

       Dear Heather Mason:

              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 Doris 
Stacey Gama at 202-551-3188 with any questions.



                                                                                
                          Sincerely,

                                                                                
                          Division of Corporation Finance
                                                                                
                          Office of Life Sciences
       cc:                                              Ryan A. Murr, Esq.