United States securities and exchange commission logo




                                                                                
                          May 1, 2024

       Lawrence A. Kenyon
       Chief Financial Officer
       Outlook Therapeutics, Inc.
       485 Route 1 South
       Building F, Suite 320
       Iselin, New Jersey 08830

                                                        Re: Outlook 
Therapeutics, Inc.
                                                            Registration 
Statement on Form S-3
                                                            Filed April 26, 
2024
                                                            File No. 333-278959

       Dear Lawrence A. Kenyon:

              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 Alan 
Campbell at 202-551-4224 with any questions.



                                                                                
                          Sincerely,

                                                                                
                          Division of Corporation Finance
                                                                                
                          Office of Life Sciences
       cc:                                              Courtney M.W. Tygesson