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                              July 16, 2020

       Jerome D. Jabbour
       Chief Executive Officer
       Matinas BioPharma Holdings, Inc.
       1545 Route 206 South, Suite 302
       Bedminster, NJ 07921

                                                        Re: Matinas BioPharma
Holdings, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed July 2, 2020
                                                            File No. 333-239675

       Dear Mr. Jabbour:

              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-3 Filed July 2, 2020

       General

   1.                                                   We note that Article XI
of your certificate of incorporation identifies the Court of
                                                        Chancery of the State
of Delaware as the sole and exclusive forum for certain litigation,
                                                        including any
"derivative action." Please 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
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
 Jerome D. Jabbour
Matinas BioPharma Holdings, Inc.
July 16, 2020
Page 2
      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.
2.    We note your disclosure in your risk factor on page 67 of your Form 10-K
filed on March
      9, 2020, where you state, "our certificate of incorporation further
provides that the federal
      district courts of the United States of America will be the exclusive
forum for resolving
      any complaint asserting a cause of action arising under the Securities
Act, subject to and
      contingent upon a final adjudication in the State of Delaware of the
enforceability of such
      exclusive forum provision." We note the forum selection provision in
Exhibit 3.01 does
      not address Securities Act claims. Please revise your disclosure in
future filings or advise.
        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.

      You may contact Jason L. Drory at 202-551-8342 or Christine Westbrook at
202-551-
5019 with any questions.



                                                             Sincerely,
FirstName LastNameJerome D. Jabbour
                                                             Division of
Corporation Finance
Comapany NameMatinas BioPharma Holdings, Inc.
                                                             Office of Life
Sciences
July 16, 2020 Page 2
cc:       Steven M. Skolnick, Esq.
FirstName LastName