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                          June 12, 2023

       James G. Cullem
       Chief Executive Officer
       Allarity Therapeutics, Inc.
       24 School Street, 2nd Floor
       Boston, MA 02108

                                                        Re: Allarity
Therapeutics, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 7, 2023
                                                            File No. 333-272469

       Dear James G. Cullem:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Tim
Buchmiller at (202) 551-3635 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Scott E. Bartel, Esq.