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                             September 22, 2020

       John Hamill
       Chief Financial Officer
       WINDTREE THERAPEUTICS INC /DE/
       2600 Kelly Road, Suite 100
       Warrington, Pennsylvania 18976

                                                        Re: WINDTREE
THERAPEUTICS INC /DE/
                                                            Registration
Statement on Form S-3
                                                            Filed September 17,
2020
                                                            File No. 333-248874

       Dear Mr. Hamill:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. In our comment, we may ask you to provide us
with information so
       we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Form S-3 filed September 17, 2020

       Cover Page

   1.                                                   It appears that you are
relying on General Instruction I.B.6 of Form S-3. If true, please
                                                        revise your prospectus
cover page to disclose the calculation of the aggregate market
                                                        value of your
outstanding voting and nonvoting common equity and the amount of all
                                                        securities offered
pursuant to General Instruction I.B.6 during the prior 12 calendar month
                                                        period that ends on,
and includes, the date of the prospectus. Refer to Instruction 7 to
                                                        General Instruction
I.B.6. Otherwise, please provide us your analysis demonstrating your
                                                        eligibility to use Form
S-3.

              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
 John Hamill
WINDTREE THERAPEUTICS INC /DE/
September 22, 2020
Page 2

action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Laura Crotty at 202-551-7614 or Celeste Murphy at
202-551-3257 with
any questions.



                                                           Sincerely,
FirstName LastNameJohn Hamill
                                            Division of Corporation Finance
Comapany NameWINDTREE THERAPEUTICS INC /DE/
                                            Office of Life Sciences
September 22, 2020 Page 2
cc:       Rachael Bushey
FirstName LastName