United States securities and exchange commission logo

                          February 16, 2024

       Shawn K. Singh, J.D.
       Chief Executive Officer
       Vistagen Therapeutics, Inc.
       343 Allerton Avenue
       South San Francisco, CA 94080

                                                        Re: Vistagen
Therapeutics, Inc.
Statement on Form S-3
                                                            Filed February 13,
                                                            File No. 333-277041

       Dear Shawn K. Singh:

              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 Tyler
Howes at 202-551-3370 with any questions.


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Scott W. Westhoff, Esq.