SecProbe.io

Mail Stop 4720
 November 24 , 2015

Via E -mail
George A. Eldridge
Chief Financial  Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451

Re: Proteon  Therapeutics, Inc.
  Registration Statement on Form S -3
Filed November 12 , 2015
  File No. 333-207965

Dear Mr. Eldridge :

We have limited our review of you r registration statement to the issue s we have
addressed in our comment s.

After reviewing any amendment to your registration statement and the information you
provide in response to our comments , we may have  additional comments.

General

1. Please file the form indenture as an exhibit to the registration statement prior to
effectiveness.  For guidance, please refer to Trust Indenture Act of 1939 Compliance and
Disclosure Interpretations 201.02 and 201.04.

2. We note that you have a pending co nfidential treatment request.  We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request.

Description of Debt Securities, page 9

3. We note disclosure on page 9 indicates that your debt securities may be guaranteed.
Please revise the registration statement to register the offering of guarantees and include
the guarantees in your legal opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

George A. Eldridge
Proteon  Therapeutics, Inc.
November 24 , 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accu racy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revie w any amendment prior to the requested effective date of the
registration statement.

Please contact Alla Berenshteyn  at (202) 551 -4325  or me at (202) 551 -3675 with any
questions .

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
        Office of Healthcare and Insurance