January 27, 2020 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-1 Filed January 21, 2020 File No. 333-235977 Dear Mr. 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 Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Rachael M. Bushey, Esq.