PDS Biotechnology Corporation

300 Connell Drive, Suite 4000

Berkeley Heights, New Jersey 07922

August 26, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Attention:	Suzanne Hayes
	Assistant Director

Re: PDS Biotechnology Corporation

Registration Statement on Form S-1

File No. 333-232988

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, PDS Biotechnology Corporation hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-232988) (the “Registration Statement”), so that the Registration Statement may become effective at 4:30 p.m. (Washington, D.C. time) on August 28, 2019 or as soon as practicable thereafter.

	PDS BIOTECHNOLOGY CORPORATION
	By:  /s/ Andrew Saik
	Name: Andrew Saik
Title: Chief Financial Officer