United States securities and exchange commission logo

                          May 1, 2024

       Lawrence A. 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 April 26,
                                                            File No. 333-278959

       Dear Lawrence A. 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 Alan
Campbell at 202-551-4224 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Courtney M.W. Tygesson