SecProbe.io

June 5, 2018
Russell J. Cox
Chief Executive Officer
Vital Therapies, Inc.
15010 Avenue of Science, Suite 200
San Diego, California 92128
Re:Vital Therapies, Inc.
Registration Statement on Form S-3
Filed May 25, 2018
File No. 333-225230
Dear Mr. Cox:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-3 filed May 25, 2018
Information Incorporated by Reference, page 32
1.Please revise your disclosure here and on page S-18 to incorporate by reference your
current report on Form 8-K filed May 24, 2018.  Refer to Item 12(a)(2) of Form S-3.
Exhibits
2.Please list a statement of eligibility of trustee for each of the indentures as an Exhibit 25 to
your registration statement.  See Item 601(b)(25) of Regulation S-K.  If you wish to
designate the trustees on a delayed basis, as permitted by Section 305(b)(2) of the Trust
Indenture Act, please indicate that you will separately file the Form T-1 under the

 FirstName LastNameRussell J. Cox
 Comapany NameVital Therapies, Inc.
 June 5, 2018 Page 2
 FirstName LastName
Russell J. Cox
Vital Therapies, Inc.
June 5, 2018
Page 2
electronic form type "305B2" in the notes to the index.  For further guidance, please refer
to Trust Indenture Act of 1939 C&DIs Questions 206.01 and 220.01.
            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.
            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 Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Martin J. Waters, Esq.