United States securities and exchange commission logo





                 December 30, 2021

       Steven Mento, Ph.D.
       Executive Chairman and Interim Chief Executive Officer and President
       Histogen Inc.
       10655 Sorrento Valley Road, Suite 200
       San Diego, CA 92121

                                                        Re: Histogen Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed December 22,
2021
                                                            File No. 333-261839

       Dear Mr. Mento:

              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 Michael Davis at 202-551-4385 or Laura Crotty at
202-551-7614 with any
       questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Life Sciences
       cc:                                              Larry Nishnick