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Abeona
Therapeutics Inc.

1330
Avenue of the Americas, 33rd Floor

New
York, NY 10019

August
27, 2021

U.S.
Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

Attention: Chris Edwards

VIA
EDGAR

 Re: Abeona Therapeutics Inc.

                                                                                Registration Statement on Form S-3

                                                                                Filed on June 7, 2021

                                                                                File No. 333-256850

Dear
Mr. Edwards:

In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-256850) (the “Registration
Statement”) of Abeona Therapeutics Inc. We respectfully request that the Registration Statement become effective as of 4:00
p.m., Eastern time, on August 31, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Brian V. Soares at (202) 739-5482 or John
J. Concannon III at (617) 951-8874.

    Very
    Truly Yours,

    Abeona
    Therapeutics Inc.

    By:
    /s/
    Edward Carr

    Name:
    Edward
    Carr

    Title:

    Chief
    Financial Officer

  cc:

  John J. Concannon III, Morgan, Lewis & Bockius LLP