United States securities and exchange commission logo

                          February 22, 2023

       Elizabeth Williams
       Chief Financial Officer
       Medicenna Therapeutics Corp.
       28 Liberty Street
       New York, New York 10005

                                                        Re: Medicenna
Therapeutics Corp.
Statement on Form F-4
                                                            Filed February 17,
                                                            File No. 333-269868

       Dear Elizabeth Williams:

              This is to advise you that we have not reviewed and will not
review your registration

               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 Daniel
Crawford at 202-551-7767 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              John Rudy, Esq.