February 12, 2019

Jean-Fran ois Mouney
Chief Executive Officer
Genfit S.A.
Parc Eurasant
885, avenue Eug ne Avin e
59120 Loos, France

       Re: Genfit S.A.
           Amendment No. 2 to Draft Registration Statement on Form F-1
           Submitted February 11, 2019
           CIK No. 0001757064

Dear Mr. Mouney:

      We have reviewed your amended draft registration statement and have the
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. Unless we note otherwise, our references to prior comments are to
comments in our
February 4, 2019 letter.

Amendment No. 2 to Draft Registration Statement on Form F-1

Intellectual Property, page 128

1.     Please disclose the material terms of your license agreement with
LabCorp, if material to
       your business.
Description of American Depositary Share
Jury Trial Waiver, page 206

2.     We note your disclosure that ADS holders waive their right to trial by
jury in any legal
 Jean-Fran ois Mouney
Genfit S.A.
February 12, 2019
Page 2
         proceeding arising out of or relating to your ordinary shares, the
ADSs or the deposit
         agreement, including any claim under the U.S. federal securities laws.
Please provide a
         risk factor regarding the impact of this provision of the deposit
agreement on the rights of
         the ADS holders. In addition, address potential enforceability issues,
and clarify by
         agreeing to the provision, investors will not be deemed to have waived
the company's or
         the depositary's compliance with U.S. federal securities laws and the
rules and regulations
         promulgated thereunder.
Exhibits and Financial Statements Schedules
Exhibit 3.1, page II-2

3.       We note that your articles of association includes an exclusive forum
provision. Please
         disclose the provision in your prospectus. Please also disclose
whether this provision
         applies to actions arising under the federal securities laws. If this
provision applies to
         actions arising under the federal securities laws, please revise your
prospectus to state that
         it is uncertain whether a court would enforce the provision.
        You may contact Vanessa Robertson at 202-551-3649 or Lisa Vanjoske at
3614 if you have questions regarding comments on the financial statements and
matters. Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at
with any other questions.

FirstName LastNameJean-Fran ois Mouney                          Sincerely,
Comapany NameGenfit S.A.
                                                                Division of
Corporation Finance
February 12, 2019 Page 2                                        Office of
Healthcare & Insurance
FirstName LastName