Synergy Pharmaceuticals, Inc.

420 Lexington Avenue, Suite 2012

New York, NY 10170

 

October 19, 2016

 

VIA EDGAR

 

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Attention: Jeffrey Gabor

 

Re:	Synergy Pharmaceuticals Inc.
	Registration Statement on Form S-3
	File No. 333-214013

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Synergy Pharmaceuticals Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4 p.m., Eastern Daylight Time, on Friday, October 21, 2016, or as soon thereafter as possible.  The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert  the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

	SYNERGY PHARMACEUTICALS INC.
	By:	/s/ Bernard Denoyer
	Name:	Bernard Denoyer
	Title:	Chief Financial Officer