United States securities and exchange commission logo

                               December 21, 2022

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

                                                        Re: WINDTREE
                                                            Amended Preliminary
Proxy Statement on Schedule 14A
                                                            Filed December 12,
                                                            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.

       Amended Preliminary Proxy Statement on Schedule 14A filed December 12,

       Stockholders Entitled to Vote, page 5

   1.                                                   We note your response
to our prior comment 2 and your statement on page 5 that
                                                        shareholders who choose
not to cast a vote will have their shares of Series A Preferred
                                                        Stock redeemed in the
Initial Redemption. Please tell us how this statement is consistent
                                                        with your statement on
page 6 that registered stockholders can virtually attend and vote
                                                        online during the
Special Meeting. In this regard, clarify when during the course of
                                                        the Special Meeting the
Initial Redemption, quorum call, and opening of the polls will

   2.                                                   Please state in the
forepart of your proxy that the issuance of the Series A Preferred is to
                                                        help the company attain
quorum at the special meeting by increasing the total number of
                                                        votes stockholders
voting at the meeting are entitled to cast on the proposals.
 John Hamill
December 21, 2022
Page 2
3.    We note your response to our prior comment 4. Please further revise your
disclosure to
      clearly state the consequences to stockholders if they do not vote their
common shares in
      person or by proxy. In this regard, please state the likelihood that even
if a shareholder
      does not vote on the proposals the company will attain quorum at the
meeting and the
      proposals will be approved or disapproved.
4.    Based on the number of shares reported outstanding in the proxy statement
and assuming
      the Series A Preferred is voted as described in the proxy statement,
please clarify the
      number of votes that will need to be cast (i.e., the number of common
shares that will
      need to be voted) to attain quorum at the special meeting and approve the
5.    We have reviewed the opinion you provided in response to our prior
comment 6. Please
      explain why the following assumption is required:    (f) the amendments
to the Charter
      contemplated by the Preliminary Proxy Statement do not alter or change
the powers,
      preferences, or special rights of the Common Stock so as to affect them
adversely for all
      purposes.    Alternatively, provide a revised opinion that does not
include this language.

        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.

      You may contact Lauren Sprague Hamill at 303-844-1008 or Laura Crotty at
7614 with any questions.

FirstName LastNameJohn Hamill
                                            Division of Corporation Finance
                                            Office of Life Sciences
December 21, 2022 Page 2
cc:       Jennifer Porter
FirstName LastName