SecProbe.io

April 23 , 2014

Via E -mail
Mark J. Ahn, Ph.D.
President and Chief Executive Officer
Galena Biopharma, Inc.
4640 SW Macadam Ave., Suite 270
Portland, Oregon 97239

Re: Galena Biopharma, Inc.
  Registration Statement on Form S-3
Filed  April 14, 2014
  File No.  333-195260

Dear Dr. Ahn :

We have limited our review of your registration statement to the issue  we have addressed
in our comment .  Please respond to this letter by providing the requested information .  Where
you do not believe our comment  applies  to your facts  and circumstances , please tell us why in
your response.

After reviewing  the information you provide in response to our comment , we may have
additional comments.

1. Please  be advised that we cannot accelerate the effective date of your registrat ion
statement until  resolution of  your pending confidential treatment request  and the filing of
the information required by Part III of your Form 10 -K filed on March 17, 2014.   In
regard to the Part III information, we note that you r Form 10 -K indicates that you  plan to
incorporate this information by reference from yo ur definitive proxy statement which has
not been filed yet.

We urge all persons who are respons ible 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
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 date
of the pending registration sta tement please provide a written statement from the company
acknowledging that:

Mark J. Ahn, Ph.D.
Galena Biopharma, Inc.
April 23 , 2014
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respe ct
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 accuracy 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 regar ding 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 review any amendment prior to the requeste d effective date of the
registration statement.

Please co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Dale E. Short, Esq.
TroyGould PC