November 7, 2019

Steven M. Fruchtman, M.D.
President
Onconova Therapeutics, Inc.
375 Pheasant Run
Newtown, PA 18940

       Re: Onconova Therapeutics, Inc.
           Registration Statement on Form S-1
           Filed on October 29, 2019
           File No. 333-234360

Dear Dr. Fruchtman:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment.

       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 this comment, we may have additional comments.

Registration Statement on Form S-1, filed on October 29, 2019

Exhibit 3.1, Tenth Amended and Restated Certificate of Incorporation, page II-4

1.     We note that your forum selection provision in the Certificate of
Incorporation filed as
       Exhibit 3.1 to the registration statement identifies the Court of
Chancery of the State of
       Delaware as the exclusive forum for certain litigation, including any
"derivative action."
       Please disclose whether this provision applies to actions arising under
the Securities Act
       or the 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 revise your
       prospectus to state that there is uncertainty as to whether a court
would enforce such
 Steven M. Fruchtman, M.D.
Onconova Therapeutics, Inc.
November 7, 2019
Page 2
      provision and investors cannot waive compliance with the federal
securities laws and the
      rules and regulations thereunder. If the provision does not apply to
actions arising under
      the Securities Act or Exchange Act, please also 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 Paul Fischer, Staff Attorney, at 202-551-3415, or Celeste
M. Murphy,
Legal Branch Chief, at 202-551-3257, with any questions.



                                                           Sincerely,
FirstName LastNameSteven M. Fruchtman, M.D.
                                                           Division of
Corporation Finance
Comapany NameOnconova Therapeutics, Inc.
                                                           Office of Life
Sciences
November 7, 2019 Page 2
cc:       Joanne Soslow
FirstName LastName