United States securities and exchange commission logo




                                                                                
                          March 13, 2024

       Owen Hughes
       Chief Executive Officer
       XOMA Corporation
       2200 Powell Street, Suite 310
       Emeryville, CA 94608

                                                        Re: XOMA Corporation
                                                            Registration 
Statement on Form S-4
                                                            Filed March 8, 2024
                                                            File No. 333-277812

       Dear Owen Hughes:

              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 our 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-4 filed March 8, 2024

       General

   1.                                                   We note your disclosure 
in your annual report on Form 10-K for the fiscal year ended
                                                        December 31, 2023 that 
you do not intend to become regulated as an investment company
                                                        under the Investment 
Company Act of 1940 and you do not believe you are an
                                                           investment company   
 under applicable SEC rules. Please provide a detailed legal
                                                        analysis as to why you 
should not be considered an    investment company    under the
                                                        Investment Company Act 
of 1940.
               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.
 Owen Hughes
XOMA Corporation
March 13, 2024
Page 2

       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 Jason Drory at 202-551-8342 or Alan Campbell at 
202-551-4224 with any
other questions.



                                                           Sincerely,
FirstName LastNameOwen Hughes
                                                           Division of 
Corporation Finance
Comapany NameXOMA Corporation
                                                           Office of Life 
Sciences
March 13, 2024 Page 2
cc:       Branden C. Berns
FirstName LastName