United States securities and exchange commission logo

                               January 5, 2023

       John Hamill
       Chief Financial Officer
       2600 Kelly Road, Suite 100
       Warrington, PA 18976

                                                        Re: WINDTREE
                                                            Revised Preliminary
Proxy Statement on Schedule 14A
                                                            Filed December 23,
                                                            File No. 001-39290

       Dear John Hamill:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Revised Preliminary Proxy Statement filed December 23, 2022


   1.                                                   Please revise your
disclosure to clearly state that the mirrored voting function of the Series
                                                        A Preferred Stock will
have a significant impact on the vote needed to pass Proposal 1
                                                        relating to the reverse
stock split. In this regard, assuming the minimum quorum is met
                                                        with no additional
shares of common stock appearing in person or by proxy, it appears the
                                                        mirrored voting
mechanism of the Series A Preferred Stock will result in the company
                                                        only needing 16.667%
(1/6) of the common shares outstanding to vote in favor of
                                                        Proposal 1 rather than
a vote in favor of at least 50.001%. Please clearly disclose these
                                                        figures, expressed as
percentages, so shareholders may understand the impact the Series A
                                                        Preferred Stock will
have on the ability of the company to pass Proposal 1.
   2.                                                   We note the following
statement included in your response to our prior comment 5:
                                                        "whether the approval
of an amendment to the Amended and Restated Certificate of
                                                        Incorporation such as
the one contemplated in the Preliminary Proxy Statement through a
 John Hamill
January 5, 2023
Page 2
      vote which includes the vote of a super-voting preferred stock alters or
changes the
      powers, preferences, or special rights of the Common Stock so as to
affect them adversely
      (as set forth in Section 242(b) of the Delaware General Corporation Law
(the    DGCL   ))
      has not been determined by a Delaware court to date and is not
specifically provided for in
      the applicable statutes." Please include the substance of this statement
in the proxy
      statement itself and discuss the surrounding uncertainty of using this
approach in an
      attempt to pass Proposal 1.
        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 Lauren Hamill at 303-844-1008 or Laura Crotty at
202-551-7614 with any
other questions.

FirstName LastNameJohn Hamill
                                            Division of Corporation Finance
                                            Office of Life Sciences
January 5, 2023 Page 2
cc:       Jennifer Porter
FirstName LastName