May 21, 2019

James Parslow
Chief Financial Officer
Xenetic Biosciences, Inc.
40 Speen Street, Suite 102
Framingham, MA 01701

       Re: Xenetic Biosciences, Inc.
           Registration Statement on Form S-1
           Filed May 15, 2019
           File No. 333-231508

Dear Mr. Parslow:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1

Prospectus Summary
Recent Developments
XCART Technology, page 2

1.     We note your disclosure on page 3 that one of the closing conditions to
the Transaction is
       that you have "adequate financing" to fund your future working capital
obligations
       following the closing. Please revise to provide quantitative information
regarding this
       closing condition, and disclose the amount of proceeds from this
offering necessary to
       satisfy this closing condition here and in your Use of Proceeds section.
In addition, if the
       proceeds from this offering are inadequate to satisfy the closing
conditions of the
       Transaction, please disclose how you plan to obtain the necessary
financing.
 James Parslow
Xenetic Biosciences, Inc.
May 21, 2019
Page 2
Exhibit Index, page II-8

2.       Please revise your Exhibit Index to clarify that portions of Exhibit
2.1 are subject to a
         confidential treatment order and that the confidential materials have
been omitted and
         filed separately with the Securities and Exchange Commission. In
addition, please
         incorporate Exhibit 2.1 by reference to Exhibit 2.1 of the Form 8-K
filed on March 4,
         2019.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie,
Legal Branch
Chief, at 202-551-3469 with any questions.



FirstName LastNameJames Parslow                                 Sincerely,
Comapany NameXenetic Biosciences, Inc.
                                                                Division of
Corporation Finance
May 21, 2019 Page 2                                             Office of
Healthcare & Insurance
FirstName LastName