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                          June 10, 2021

       David Polinsky
       Chief Financial Officer
       Rafael Holdings, Inc.
       520 Broad Street
       Newark, NJ 07102

                                                        Re: Rafael Holdings,
Inc.
                                                            Registration
Statement on Form S-3
                                                            June 7, 2021
                                                            File No. 333-256865

       Dear Mr. Polinsky:

              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 Austin
Appleby at 202-551-2374 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Real Estate & Construction