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                          July 15, 2020

       Gerrit Dispersyn
       President & CEO
       Phio Pharmaceuticals Corp.
       257 Simarano Drive, Suite 101
       Marlborough, Massachusetts 01752

                                                        Re: Phio
Pharmaceuticals Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed July 9, 2020
                                                            File No. 333-239779

       Dear Mr. Dispersyn:

              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 Margaret
Schwartz at 202-551-7153 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences