PDS Biotechnology Corporation

303A College Road East

Princeton, New Jersey 08540

January 31, 2020

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. 333-235549

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. 333-235549) (the “Registration Statement”), so that the Registration Statement may become effective at 5:00 p.m. (Washington, D.C. time) on February 4, 2020 or as soon as practicable thereafter.

PDS BIOTECHNOLOGY CORPORATION

By:  /s/ Frank Bedu-Addo, Ph.D.

Name: Frank Bedu-Addo, Ph.D.

Title:  President and Chief Executive Officer