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United States securities and exchange commission logo
July 2, 2020
Mark Erlander
Chief Executive Officer
Cardiff Oncology, Inc.
11055 Flintkote Avenue
San Diego, California 92121
Re: Cardiff Oncology,
Inc.
Registration
Statement on Form S-1
Filed June 26, 2020
File No. 333-239464
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 Abby
Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences