August 28, 2024

Craig E. Fraser
President and Chief Executive Officer
Windtree Therapeutics, Inc.
2600 Kelly Road, Suite 100
Warrington, PA 18976

        Re: Windtree Therapeutics, Inc.
            Registration Statement on Form S-3
            Filed August 21, 2024
            File No. 333-281688
Dear Craig E. Fraser:

       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 Daniel Crawford at 202-551-7767 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Jennifer Porter, Esq.