August 5, 2019

Christine Silverstein
Chief Financial Officer
Abeona Therapeutics Inc
1330 Avenue of the Americas, 33rd Floor
New York, NY 10019

       Re: Abeona Therapeutics Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed March 18, 2019
           File No. 001-15771

Dear Ms. Silverstein:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2018

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations, page 61

1.    You disclose that REGENXBIO is eligible to receive low double-digit
royalties on net
      sales of products incorporating the licensed intellectual property.
Please revise your future
      filings to disclose the royalty rate or a range that does not exceed a 10
point range.
Exhibits

2.    Article XII of your Amended and Restated Bylaws filed as Exhibit 3.2
appears to contain
      a fee-shifting provision. Please revise your future filings to disclose
this provision in your
      Risk Factors section and where applicable, including the types of actions
subject to fee
      shifting, whether the company intends to apply the provision to claims
under federal
      securities laws, the ability of the shareholders to bring suit for claims
arising under state
      law, and who is subject to the provision and who would be allowed to
recover (e.g.,
 Christine Silverstein
Abeona Therapeutics Inc
August 5, 2019
Page 2
         company, directors, officers, affiliates). In addition, disclose the
level of recovery
         required by the plaintiff to avoid payment and if you intend to
interpret/apply such
         language as broadly as possible. In this regard, when describing a
Claiming party's
         obligation to pay if it "does not obtain a judgment on the merits that
substantially
         achieves, in substance and amount, the full remedy sought by such
Claiming Party" please
         describe what would constitute such a judgment. Please also describe
the effect of the
         provision, such as possibly discouraging shareholder lawsuits that
might otherwise benefit
         the company and its shareholders. Finally, please discuss the validity
of the provisions in
         Article XII of your Bylaws in light of Section 109(b) of the Delaware
General
         Corporation Law.
        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.

       You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202)
551-3426
with any questions.



FirstName LastNameChristine Silverstein                       Sincerely,
Comapany NameAbeona Therapeutics Inc
                                                              Division of
Corporation Finance
August 5, 2019 Page 2                                         Office of
Healthcare & Insurance
FirstName LastName