September 10,
2019

Gerrit Dispersyn
Chief Executive Officer
Phio Pharmaceuticals Corp.
257 Simarano Drive, Suite 101
Marlborough, MA 01752

       Re: Phio Pharmaceuticals Corp.
           Registration Statement on Form S-1
           Filed August 30, 2019
           File No. 333-233584

Dear Dr. Dispersyn:

       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

General

1.     We note that your exclusive jurisdiction provision in your amended and
restated
       certificate of incorporation identifies the Court of Chancery of the
State of Delaware as
       the exclusive forum for certain litigation, including any "derivative
action." Please revise
       to describe this provision and disclose whether this provision applies
to actions arising
       under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
       Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
       duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
       Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
       over all suits brought to enforce any duty or liability created by the
Securities Act or the
       rules and regulations thereunder. If the provision applies to Securities
Act claims, please
 Gerrit Dispersyn
Phio Pharmaceuticals Corp.
September 10, 2019
Page 2
         also revise your prospectus to state that there is uncertainty as to
whether a court would
         enforce such provision and that investors cannot waive compliance with
the federal
         securities laws and the rules and regulations thereunder. If this
provision does not apply
         to actions arising under the Securities Act or Exchange Act, please
also tell us how you
         will inform investors in future filings that the provision does not
apply to any actions
         arising under the Securities Act or Exchange Act.
        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 Donald Field at 202-551-3680 or Justin Dobbie at
202-551-3469 with
any questions.



FirstName LastNameGerrit Dispersyn                             Sincerely,
Comapany NamePhio Pharmaceuticals Corp.
                                                               Division of
Corporation Finance
September 10, 2019 Page 2                                      Office of
Healthcare & Insurance
FirstName LastName