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United States securities and exchange commission logo
April 14, 2022
Mark Erlander
Chief Executive Officer
Cardiff Oncology, Inc.
11055 Flintkote Avenue
SAN dIEGO, ca 92121
Re: Cardiff Oncology,
Inc.
Registration
Statement on Form S-3
Filed April 5, 2022
File No. 333-264148
Dear Dr. 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 Doris Gama at 202-551-3188 or Suzanne Hayes at
202-551-3675 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jeffrey J. Fessler,
Esq.