February 4, 2025

David Platt
President and Chief Executive Officer
Bioxytran, Inc.
75 Second Ave.
Suite 605
Needham, MA 02494

        Re: Bioxytran, Inc.
            Registration Statement on Form S-1
            Filed January 22, 2025
            File No. 333-284415
Dear David Platt:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     We note that you have entered into the Closing Agreement with TRITON
FUNDS
       LP and are registering the shares that will be issued for resale. We
further note your
       statement that TRITON FUNDS LP "may" be deemed to be an underwriter
within the
       meaning of Section 2(a)(11) of the Securities Act of 1933. Given that
you appear to
       have the right to sell shares of your common stock to TRITON FUNDS LP
following
       the effectiveness of this registration statement and that TRITON FUNDS
LP intends
       to publicly sell the shares pursuant to this registration statement,
this appears to be an
       equity line financing. As such, please clearly identify TRITON FUNDS
L.P. as an
       underwriter in the prospectus (rather than stating that it "may" be an
underwriter).
       Please also revise, where appropriate, to describe the material terms of
the Closing
 February 4, 2025
Page 2

       Agreement including (i) the maximum principal amount available under the
       agreement; (ii) the term of the agreement; and (iii) the full discounted
price (or
       formula for determining it) at which TRITON FUNDS LP will receive the
shares.
       Refer to Question 139.13 of our Securities Act Sections Compliance and
Disclosure
       Interpretations for guidance.
Risk Factors, page 4

2.     Please revise where appropriate under this heading to disclose the
material risks of an
       investment in the company and in the offering including, as applicable,
(i) the
       potential dilutive effect of the issuance on the company's share price;
(ii) if true, the
       possibility that the company may not have access to the full amount
available to it
       pursuant to the Closing Agreement; and (iii) whether the Selling
Stockholder may
       engage in short-selling activities and, if so, how any sales activities
after
       announcement of a put may negatively affect the company   s share price.
Plan of Distribution, page 57

3.     Please disclose whether the Selling Stockholder engaged in any
short-selling of your
       securities or other hedging activities, including prior to entering into
the agreement
       and prior to the receipt of any shares pursuant to the terms of the
Closing Agreement.
       Disclose whether the Selling Stockholder may engage in such hedging
activities
       pursuant to the Closing Agreement.
General

4.     We note your references to the "Proposed Maximum Offering Price" and
your
       statement that "This offering will terminate twelve (12) months from the
date of the
       effective date of this registration statement unless terminated earlier
by the
       Company." These statements appear to be inconsistent with the offering
contemplated
       by the registration statement. Please revise to remove or change these
and any similar
       disclosures. Alternatively, please 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 Tamika Sheppard at 202-551-8346 or Alan Campbell at
202-551-4224
with any questions.
 February 4, 2025
Page 3



                       Sincerely,

                       Division of Corporation Finance
                       Office of Life Sciences
cc:   Robert Burnett