United States securities and exchange commission logo





                              February 3, 2021

       Dane Saglio
       Chief Financial Officer
       Seneca Biopharma, Inc.
       20271 Goldenrod Lane
       Germantown, MD 20876

                                                        Re: Seneca Biopharma,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed January 26,
2021
                                                            File No. 333-251659

       Dear Mr. Saglio:

              We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-4

       Material U.S. Federal Income Tax Consequences of the Merger, page 113

   1.                                                   We note your response
to prior comment 14. However, your revised disclosure states that
                                                        the Merger "should"
qualify as a reorganization and furthermore continues to assume the
                                                        material tax
consequences at issue (e.g. "Assuming the Merger constitutes a
                                                        reorganization...", "If
the Merger so qualifies...", etc.). Please revise your prospectus
                                                        disclosure to provide a
firm conclusion regarding treatment of the transaction under
                                                        Section 368(a) and
remove language stating that it is intended that, or generally, certain
                                                        material tax
consequences will apply. Please also remove any statement that assumes the
                                                        material tax
consequences at issue. Refer to Section III of Staff Legal Bulletin No. 19 for
                                                        guidance.
 Dane Saglio
Seneca Biopharma, Inc.
February 3, 2021
Page 2
Contingent Value Rights Agreement, page 144

2.    We note your response to prior comment 17. Please revise this section to
disclose the
      planned fees for the CVR Agent and the CVR Holders' Representative.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Christine Torney at 202-551-3652 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                           Sincerely,
FirstName LastNameDane Saglio
                                                           Division of
Corporation Finance
Comapany NameSeneca Biopharma, Inc.
                                                           Office of Life
Sciences
February 3, 2021 Page 2
cc:       Raul Silvestre
FirstName LastName