United States securities and exchange commission logo





                              July 1, 2021

       David Platt, PhD
       Chairman
       Bioxytran, Inc.
       75, Second Ave.
       Suite 605
       Needham, MA 02494

                                                        Re: Bioxytran, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 24, 2021
                                                            File No. 333-257339

       Dear Dr. Platt:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   On the Selling
Stockholders Resale Prospectus cover page, please disclose on your cover
                                                        page the fixed price at
which the selling stockholders will offer and sell shares until the
                                                        company's shares are
listed on a national securities exchange or quoted on the OTC
                                                        Bulletin Board, OTCQX
or OTCQB, at which time they may be sold at prevailing market
                                                        prices or in privately
negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K.
       Risk Factors
       Risks Relating to this Offering and Ownership of Our Common Stock, page
18

   2.                                                   In each prospectus in
your filing, please disclose that quotation of your stock on the Pink
 David Platt, PhD
Bioxytran,Inc.
July 1, 2021
Page 2
      Sheets was suspended in April 2020 and has not resumed full quotation.
Also disclose if
      there are any additional steps that would need to be taken by the company
or others prior
      to full quotation being restored.
Use of Proceeds , page 25

3.    Please revise your Use of Proceeds section on page 25 to disclose a
description of how
      you intend to use the proceeds received from the shares of common stock
offered by the
      company and how you intend to raise additional funds if the proceeds from
this offering
      are insufficient to cover the intended uses. Specifically, your
discussion should show the
      amount of proceeds to be allocated for BXT-25 for the treatment of
hypoxic conditions in
      the brain, and ProLectin-Rx for the treatment of Covid-19, assuming
different amounts of
      proceeds raised and the number of shares sold, for example 100%, 75%, 50%
and 25% of
      the shares offered for sale in this offering. This discussion should also
include an estimate
      of how far you expect these proceeds will allow you to reach in the
development process
      for each of the two products candidates.
        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.

       Please contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at
202-551-3635 with
any questions.



                                                            Sincerely,
FirstName LastNameDavid Platt, PhD
                                                            Division of
Corporation Finance
Comapany NameBioxytran,Inc.
                                                            Office of Life
Sciences
July 1, 2021 Page 2
cc:       Robert J. Burnett, Esq.
FirstName LastName