40 Speen Street, Suite 102

Framingham, Massachusetts 01701


October 20, 2021



Securities and Exchange Commission
Division of Corporation Finance

Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549

Attention: Jessica Ansart


Re:Xenetic Biosciences, Inc. Registration Statement on Form S-3 (File No. 333-260201)


Ladies and Gentlemen:


Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Xenetic Biosciences, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-260201) filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2021, as amended by the pre-effective Amendment No. 1 to Form S-3 filed with the Commission on October 20, 2021, be declared effective by the Commission at 5:00 p.m. Eastern Time on Friday, October 22, 2021, or as soon thereafter as practical.


Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Holland & Knight LLP, by calling Danielle Price at (305) 349-2259.


Thank you for your assistance.


  /s/ James Parslow
  James Parslow
  Chief Financial Officer