United States securities and exchange commission logo February 10, 2023 Frederic Guerard, Pharm.D. President and Chief Executive Officer Graybug Vision, Inc. 203 Redwood Shores Parkway, Suite 620 Redwood City, CA 94065 Re: Graybug Vision, Inc. Preliminary Proxy Statement on Schedule 14A Filed December 14, 2022 File No. 001-39538 Dear Frederic Guerard: We have completed our review of your filing. 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. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Julia Forbess, Esq.