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                          November 8, 2023

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

                                                        Re: Allarity
Therapeutics, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed November 2,
2023
                                                            File No. 333-275282

       Dear James 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 Jason
Drory at 202-551-8342 with any questions.




                          Sincerely,


                          Division of Corporation Finance

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