April 9, 2020

Yuval Cohen, Ph.D.
Chief Executive Officer
Corbus Pharmaceuticals Holdings, Inc.
500 River Ridge Drive
Norwood, MA 02062

       Re: Corbus Pharmaceuticals Holdings, Inc.
           Registration Statement on Form S-3
           Filed April 7, 2020
           File No. 333-237588

Dear Dr. Cohen:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, 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 comment applies 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 our comment, we may have additional comments.

Registration Statement on Form S-3 filed April 7, 2020

Exhibit 3.1 -- Amended and Restated Certificate of Incorporation, page II-1

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please revise your prospectus to clearly describe this
provision and to describe
       any risks or other impacts on investors. Risks may include, but are not
limited to,
       increased costs to bring a claim and that these provisions can
discourage claims or limit
       investors' ability to bring a claim in a judicial forum that they find
favorable. Also
       disclose whether this provision applies to actions arising under the
Securities Act or
       Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
       exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
       by the Exchange Act or the rules and regulations thereunder, and Section
22 of the
 Yuval Cohen, Ph.D.
Corbus Pharmaceuticals Holdings, Inc.
April 9, 2020
Page 2
      Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
      brought to enforce any duty or liability created by the Securities Act or
the rules and
      regulations thereunder. If the provision applies to Securities Act
claims, please also revise
      your prospectus to state that there is uncertainty as to whether a court
would enforce such
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
      provision in the governing document states this clearly, or tell us how
you will inform
      investors in future filings that the provision does not apply to any
actions arising under the
      Securities Act or Exchange Act.
        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 Tim Buchmiller at (202) 551-3635 or Celeste Murphy at
(202) 551-3257
with any questions.



                                                             Sincerely,
FirstName LastNameYuval Cohen, Ph.D.
                                                             Division of
Corporation Finance
Comapany NameCorbus Pharmaceuticals Holdings, Inc.
                                                             Office of Life
Sciences
April 9, 2020 Page 2
cc:       Michael J. Lerner, Esq.
FirstName LastName