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                               May 31, 2023

       Nassim Usman, Ph.D.
       President and Chief Executive Officer
       Catalyst Biosciences, Inc.
       611 Gateway Blvd
       Suite 120
       South San Francisco, CA 94080

                                                        Re: Catalyst
Biosciences, Inc.
                                                            Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed May 15, 2023
                                                            File No. 000-51173

       Dear Nassim Usman:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed May
15, 2023

       Organizational Structure, page 21

   1.                                                   Please revise to
enlarge or otherwise alter the graphics on page 21 so all text is legible.
       Risk Factor Summary, page 24

   2.                                                   We note your response
to our prior comment 9. Please revise here to add a summary risk
                                                        factor discussing the
risks regarding the transfer of cash out of China. In addition, please
                                                        revise your discussion
regarding dividends, distributions and other transfers on page
                                                        264 to include a
cross-reference to the Unaudited Pro Forma Condensed Combined
                                                        Financial Information
on page 306.
 Nassim Usman, Ph.D.
FirstName  LastNameNassim  Usman, Ph.D.
Catalyst Biosciences, Inc.
Comapany
May        NameCatalyst Biosciences, Inc.
     31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
Summary of the Proxy Statement
Regulatory Approvals, page 26

3.       We note your response to our prior comment 8 and your statement that
you are required to
         file with the CSRC for the overseas listing application pursuant to
the Trial Measures.
         Please provide updated disclosure, when available, regarding the
status of this filing.
Opinion of Catalyst's Financial Advisor, page 124

4.       We note your response to our prior comment 29 and reissue in part.
Please revise to
         disclose whether Raymond James excluded any companies or transactions
meeting the
         selection criteria from its selected companies analysis and its
selected transaction analysis.
         If so, revise to state why Raymond James excluded the companies or
transactions. Revise
         to provide the valuations for each of the selected companies and
transactions. Revise to
         provide the growth rate used for the projections and the assumptions
and bases relied on in
         calculating the growth rate.
BC's Business
Our Products and Product Pipeline, page 227

5.       We note your response to our prior comment 13 and reissue in part. You
continue to state
         on page 229 that pirfenidone exhibited efficacy in preclinical
studies. Please revise to
         remove this reference.
Dividends, Distributions and Other Transfers, page 264

6.       We note your response and revisions on pages 264-265 related to
comment 42. Please
         identify BC's subsidiary incorporated in the PRC. Also, if this
subsidiary is BC's "only"
         subsidiary, please provide the identity of "our offshore entities"
referred to on page 265
         and explain your relationship to those entities.
BC Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 277
Results of Operations, page 281

7.       We note your response and revisions on page 282 related to comment 41.
You state "Our
         gross profit margin levels are high due to our mature technology and
significant cost
         reduction due to the scale effect." Please further revise to address
how you have been able
         to maintain the low raw materials cost. Tell us your historical gross
margin rates when
         ETUARY was first approved and sold.
 Nassim Usman, Ph.D.
FirstName  LastNameNassim  Usman, Ph.D.
Catalyst Biosciences, Inc.
Comapany
May        NameCatalyst Biosciences, Inc.
     31, 2023
May 31,
Page 3 2023 Page 3
FirstName LastName
11. Intangible Assets, page F-55

8.       We note your response to comment 43. Referring to IAS 38.57, please
explain how you
         have met each of the criteria listed therein for recognition as an
intangible asset. In
         particular, it is unclear to us how, if BC had not yet received
regulatory approval for the
         commercialization of its product candidates, the criteria for use or
sale could be satisfied.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Stephen B. Thau, Esq.