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                             June 29, 2023

       David Platt, Ph.D.
       Chairman
       Bioxytran, Inc.
       75 2nd Ave, Suite 605
       Needham, MA 02494

                                                        Re: Bioxytran, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 16, 2023
                                                            File No. 333-272691

       Dear David 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.                                                   We note your disclosure
here that you are currently "preparing for the process" of having
                                                        your common stock
listed on Nasdaq. Please clarify if you have applied to list your
                                                        common stock on one of
the Nasdaq market tiers in connection with this offering. To the
                                                        extent that you do not
plan to apply to list your common stock on Nasdaq in connection
                                                        with this offering,
please remove the references to Nasdaq from your cover page.
       Prospectus Summary, page 1

   2.                                                   Please revise your
disclosure to remove any implication that your product candidates will
                                                        be safe or effective,
as such conclusions are within the sole authority of the FDA and
                                                        comparable foreign
regulators. By way of example only, on page 2 you state that (i) the
 David Platt, Ph.D.
Bioxytran, Inc.
June 29, 2023
Page 2
      ProLectin-M technology provides for "rapid, cost-effective and validated
development
      of safe new molecule" and (ii) your latest Phase 2 trial resulted in
"positive topline safety
      and efficacy results." We also note disclosure on page 36 stating
ProLectin will "restore
      adaptive immune function" and "eradicate the virus." Please note that
these examples are
      not intended to be exhaustive. Please remove these statements, and any
others like them,
      or revise these statements to instead present objective data resulting
from your clinical
      trials.
Risk Factors, page 5

3.    Please include a risk factor discussing potential risks to investors
arising from the order of
      suspension of trading in your securities issued by the Commission on
April 15, 2020.
      Your risk factor should disclose the reasons for the suspension and
discuss any remedial
      steps you have taken following the suspension.
Exhibits

4.    We note that Exhibit 24.1 references a power of attorney included on the
signature page,
      but no such power of attorney appears to be included. Please revise the
signature page
      of the registration statement to provide the signatures required by Form
S-1 or advise.
        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 Tyler Howes at 202-551-3370 or Alan Campbell at
202-551-4224 with
any questions.



                                                             Sincerely,
FirstName LastNameDavid Platt, Ph.D.
                                                             Division of
Corporation Finance
Comapany NameBioxytran, Inc.
                                                             Office of Life
Sciences
June 29, 2023 Page 2
cc:       Robert J. Burnett, Esq.
FirstName LastName