SecProbe.io

Mail Stop 4720
 December 16 , 2015

Via E -mail
Mark W. Schwartz, Ph.D.
President and Chief Executive  Officer
Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380
San Ramon, CA 94583

Re: Galena Biopharma, Inc.
  Registration Statement on Form S -3
Filed December 4 , 2015
  File No. 333-208330

Dear Dr. Schwartz :

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

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

General

1. We note that you have a pending confidential 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.

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
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 regis tration 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 Commission from taking any action  with respect
to the filing;

Mark W. Schwartz, Ph.D.
Galena Biopharma , Inc.
December 16 , 2015
Page 2

  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 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 o f 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 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