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                          December 28, 2021

       John Bencich
       Chief Executive Officer
       ACHIEVE LIFE SCIENCES, INC.
       1040 West Georgia Street, Suite 1030
       Vancouver, BC V6E 4H1

                                                        Re: ACHIEVE LIFE
SCIENCES, INC.
                                                            Registration
Statement on Form S-3
                                                            Filed December 21,
2021
                                                            File No. 333-261811

       Dear Mr. Bencich:

              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
Christine Westbrook at 202-551-5019 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Life Sciences
       cc:                                              Amanda Rose, Esq.