February 27, 2020

Roni Mamluk
Chief Executive Officer
Ayala Pharmaceuticals, Inc.
Oppenheimer 4
Rehovot 7670104, Israel

       Re: Ayala Pharmaceuticals, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted February 12, 2020
           CIK No. 0001797336

Dear Dr. Mamluk:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1

Prospectus Summary, page 1

1.     With reference to prior comment 5, please revise the Summary to explain
briefly why
       certain response rates are "unconfirmed" and why some "will remain
unconfirmed."
Risk Factors, page 11

2.     We continue to evaluate your response to prior comment 7 and your
disclosure in the risk
       factor at the bottom of page 19. Please tell us more specifically what
data interpretations
       are third-party interpretations that you are dependent upon. Also tell
us whether you have
       assessed and interpreted the same data or results.
 Roni Mamluk
FirstName LastNameRoni Mamluk
Ayala Pharmaceuticals, Inc.
Comapany NameAyala Pharmaceuticals, Inc.
February 27, 2020
Page 2
February 27, 2020 Page 2
FirstName LastName
Business, page 93

3.       We note your response to prior comment 2 and your pipeline table on
page 3. Please
         revise your disclosure on page 117 to discuss the on-going Phase 1
trial for AL 102.
       You may contact Li Xiao at 202-551-4391 or Jeanne Baker at 202-551-3691
if you have
questions regarding comments on the financial statements and related matters.
Please contact
William Mastrianna at 202-551-3778 or Joseph McCann at 202-551-6262 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences