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                               April 21, 2023

       Stephen C. Glover
       Chief Executive Officer
       ZyVersa Therapeutics, Inc.
       2200 N. Commerce Parkway, Suite 208
       Weston, FL 33326

                                                        Re: ZyVersa
Therapeutics, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed April 12,
2023
                                                            File No. 333-268934

       Dear Stephen C. Glover:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 10, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1, Filed April 12,
2023

       Coverpage

   1.                                                   Please revise the
fourth paragraph of the coverpage, as applicable, to clarify that the reset
                                                        provision is based on
the price that your shares will be sold in your best efforts offering as
                                                        opposed to the price in
"this offering."
 Stephen C. Glover
FirstName   LastNameStephen
ZyVersa Therapeutics,  Inc. C. Glover
Comapany
April       NameZyVersa Therapeutics, Inc.
       21, 2023
April 221, 2023 Page 2
Page
FirstName LastName
General

2.       We note your response to prior comment 4 and your revised disclosure
on page 60
         regarding the interaction between this registration statement and your
other "contemplated
         offering," the proceeds of which will be used to redeem the PIPE
Shares at 120% of the
         issue price. We reissue our comment in part. Please carry this
disclosure throughout the
         prospectus in all places in which you discuss the potential profit per
PIPE share.

       Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at
202-551-7614 with any
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:      Jared Kelly