United States securities and exchange commission logo

                           March 31, 2021

       Lawrence Kenyon
       President, Chief Executive Officer and Chief Financial Officer
       Outlook Therapeutics, Inc.
       4260 U.S. Route 1
       Monmouth Junction, New Jersey 08852

                                                        Re: Outlook
Therapeutics, Inc.
Statement on Form S-3
                                                            Filed March 26,
                                                            File No. 333-254778

       Dear Mr. 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 Irene
Paik at 202-551-6553 with any questions.


                           Division of Corporation Finance

                           Office of Life Sciences
       cc:                                              Yoon-jee Kim - Cooley