United States securities and exchange commission logo

                          April 3, 2024

       Lawrence Kenyon
       Chief Financial Officer
       Outlook Therapeutics, Inc.
       485 Route 1 South
       Building F, Suite 320
       Iselin, New Jersey 08830

                                                        Re: Outlook
Therapeutics, Inc.
Statement on Form S-3
                                                            Filed March 28,
                                                            File No. 333-278340

       Dear Lawrence Kenyon:

              This is to advise you that we have not reviewed and will not
review your registration

               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 Cindy
Polynice at 202-551-8707 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Courtney Tygesson, Esq.