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                          August 4, 2020

       Sean E. Brynjelsen
       Chief Executive Officer
       Eton Pharmaceuticals, Inc.
       21925 W. Field Parkway, Suite 235
       Deer Park, IL 60010

                                                        Re: Eton
Pharmaceuticals, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed July 31, 2020
                                                            File No. 333-240252

       Dear Mr. Brynjelsen:

              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 Ada D.
Sarmento at 202-551-3798 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Geoffrey R. Morgan,
Esq.