SecProbe.io

Mail Stop 4546
September 21 , 2016

Dr. Mark W. Schwartz
President & Chief Executive Officer
Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380
San Ramon, California 94583

Re: Galena Biopharma, Inc.
  Registration Statement on Form S-3
Filed  September 2, 2016
  File No.  333-213493

Dear Dr. Schwartz :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ment applies  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 this comment, we  may have  additional comments.

Incorporation of Certain Documents by Reference, page 29

1. Please update this section to incorporate by reference your Current Report on Form 8 -K
filed on August 12, 2016.

We urge all persons who are responsible for the a ccuracy 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 rel ating 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 statement , pleas e provide a written statement from the company
acknowledging that:

Dr. Mark W. Schwartz
Galena Biopharma, Inc.
September 2 1, 2016
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 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 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 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 requested effective date of  the
registration statement.

Please contact Dorrie Yale  at 202-551-8776  or Mary Beth Breslin at 202 -551-3625  with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Christopher J. Melsha  — Fredrikson & Byron, P.A