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United States securities and exchange commission logo
May 29, 2020
Mark Erlander
Chief Executive Officer
Cardiff Oncology, Inc.
11055 Flintkote Avenue
San Diego, CA 92121
Re: Cardiff Oncology,
Inc.
Registration
Statement on Form S-1
Filed May 22, 2020
File No. 333-238623
Dear Mr. Erlander:
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 Laura
Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jeffrey Fessler