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                             June 10, 2022

       James N. Woody, M.D., Ph.D.
       Chief Executive Officer
       180 Life Sciences Corp.
       3000 El Camino Real, Bldg. 4, Suite 200
       Palo Alto, California 94306

                                                        Re: 180 Life Sciences
Corp.
                                                            Registration
Statement on Form S-3
                                                            Filed June 3, 2022
                                                            File No. 333-265416

       Dear Dr. Woody:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments.

              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-3

       General

   1.                                                   Please amend to
register this offering on Form S-1, if eligible, or provide us with your
                                                        analysis regarding how
180 Life Sciences Corp. meets the eligibility requirements to file
                                                        on Form S-3. It does
not appear that the company filed in a timely manner all reports
                                                        required to be filed in
the past 12 months as required by General Instruction I.A.3(b) of
                                                        Form S-3. We note the
company was not timely in filing its annual report on Form 10-K
                                                        for the fiscal year
ended December 31, 2020 or its quarterly report on 10-Q for the fiscal
                                                        quarter ended March 31,
2021, which were not filed until July 2021. Refer to Securities
                                                        Act Forms C&DI 115.06
for additional guidance.
 James N. Woody, M.D., Ph.D.
FirstName  LastNameJames N. Woody, M.D., Ph.D.
180 Life Sciences Corp.
Comapany
June       Name180 Life Sciences Corp.
     10, 2022
June 10,
Page 2 2022 Page 2
FirstName LastName
        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 Abby Adams at (202) 551-6902 or Tim Buchmiller at (202)
551-3635 with
any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:      Fahd M.T. Riaz, Esq.