May 30, 2025

Frank Bedu-Addo
President and Chief Executive Officer
PDS Biotechnology Corporation
303A College Road East
Princeton, NJ 08540

       Re: PDS Biotechnology Corporation
           Registration Statement on Form S-3
           Filed May 27, 2025
           File No. 333-287588
Dear Frank Bedu-Addo:

       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 Alan Campbell at 202-551-4224 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Patrick O   Malley, Esq.