PDS Biotechnology Corporation

303A College Road East

Princeton, New Jersey 08540

February 5, 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 6, 2020 or as soon as practicable thereafter. This acceleration request amends, restates and supersedes in its entirety the previously submitted acceleration request submitted on February 4, 2020.

PDS BIOTECHNOLOGY CORPORATION

By:  /s/ Frank Bedu-Addo, Ph.D.

Name: Frank Bedu-Addo, Ph.D.

Title:  President and Chief Executive Officer