United States securities and exchange commission logo





                          June 28, 2023

       Elizabeth Ng
       Chief Executive Officer
       Ocean Biomedical, Inc.
       55 Claverick St., Room 325
       Providence , RI 02903

                                                        Re: Ocean Biomedical,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 22, 2023
                                                            File No. 333-272859

       Dear Elizabeth Ng:

              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 Lauren
Hamill at 303-844-1008 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Kate Bechen