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United States securities and exchange commission logo





                         May 8, 2024

       Steven Shallcross
       Chief Executive Officer and Chief Financial Officer
       Theriva Biologics, Inc.
       9605 Medical Center Drive, Suite 270
       Rockville, Maryland 20850

                                                        Re: Theriva Biologics,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed May 2, 2024
                                                            File No. 333-279077

       Dear Steven Shallcross:

              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 Tamika
Sheppard at 202-551-8346 with any questions.




                         Sincerely,


                         Division of Corporation Finance

                         Office of Life Sciences
       cc:                                              Leslie Marlow, Esq.
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