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                           August 11, 2021

       Robert Hariri, M.D., Ph.D.
       Chief Executive Officer
       Celularity Inc
       170 Park Ave
       Florham Park, New Jersey 07932

                                                        Re: Celularity Inc
                                                            Registration
Statement on Form S-1
                                                            Filed August 6,
2021
                                                            File No. 333-258600

       Dear Dr. Hariri:

              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 Dillon
Hagius at 202-551-7967 with any questions.




                           Sincerely,


                           Division of Corporation Finance

                           Office of Life Sciences
       cc:                                              Yoon-jee Kim