SecProbe.io

Mail Stop 4546
September 19, 2016

Jerome Jabbour
President
Matinas Biopharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, New Jersey 07921

Re: Matinas Biopharma Holdings, Inc.
  Preliminary Proxy  Statement  on Schedule 14 A
Filed September 12, 2016
  File No. 333-193455

Dear Mr. Jabbour :

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

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

1. Please provide your analysis as to whether the contemplated reverse stock split, cashing
out of fractional shares and the potential reduction in the n umber of shareholders may
constitute a going private transaction pursuant to Rule 13e -3 of the Exchange Act by
producing a ``going private effect´´ as specified in that rule. If so, please comply with the
requirements as set forth in paragraphs (d), (e), a nd (f) of Rule 13e -3.

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 Exchange Act of
1934 and all applicable Exchange Act rules re quire.  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.

In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Jerome Jabbour
Matinas Biopharma Holdings, Inc.
September 19, 2016
Page 2

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

You may contact Tara Keating Brooks at (202) 551-8336 or Erin Jaskot at (202) 551 -
3442 with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance