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                          December 29, 2022

       Joseph E. Payne
       Chief Executive Officer
       Arcturus Therapeutics Holdings Inc.
       10628 Science Center Drive, Suite 250
       San Diego, California 92121

                                                        Re: Arcturus
Therapeutics Holdings Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed December 23,
2022
                                                            File No. 333-269003

       Dear Joseph E. Payne:

              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 Joshua
Gorsky at 202-551-7836 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Jeffrey Baumel, Esq.