Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

 

October 10, 2018

 

VIA EDGAR

 

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada Farmento

 

	Re:	Celsion Corporation
		Registration Statement on Form S-3
		Filed September 28, 2018
		File No. 333-227236

 

Dear Ms. Farmento:

 

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-227236), as amended by Pre-Effective Amendment No. 1, as filed with the Securities and Exchange Commission (the “Commission”) on September 28, 2018, be accelerated so that the registration statement becomes effective at 4:30 p.m. Eastern Time, on October 12, 2018, or as soon thereafter as practicable.

 

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

 

	Very truly yours,
	Celsion Corporation
	By:	/s/ Jeffrey W. Church
		Jeffrey W. Church
		Senior Vice President and Chief Financial Officer

 

cc:	Michael H. Tardugno, President and Chief Executive Officer, Celsion Corporation Sam Zucker, Sidley Austin LLP