Phio Pharmaceuticals Corp.

257 Simarano Drive, Suite 101

Marlborough, MA 01752

(508) 767-3861


February 7, 2020




Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Joseph McCann


Re:Phio Pharmaceuticals Corp.
  Registration Statement on Form S-1
  Filed October 1, 2019
  File No. 333-234032

Ladies and Gentlemen:


Pursuant to Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), hereby respectfully requests that the effective time of the above referenced Registration Statement on Form S-1 filed by the Company (the “Registration Statement”) be accelerated to 9:00 a.m., Eastern Daylight Time, on, February 11, 2020 or as soon thereafter as practicable.



  Very truly yours,
  Phio Pharmaceuticals Corp.
  /s/ Gerrit Dispersyn                           
  Gerrit Dispersyn
  President and Chief Executive Officer


cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP