United States securities and exchange commission logo

                         July 21, 2022

       Richard Toselli, M.D.
       President and Chief Executive Officer
       One Kendall Square, Suite B14402
       Cambridge, MA 02139

                                                        Re: INVIVO THERAPEUTICS
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed July 8, 2022
                                                            File No. 001-37350

       Dear Dr. Toselli:

              We have reviewed your filing 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

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.
 Richard Toselli, M.D.
FirstName  LastNameRichardHOLDINGS
                           Toselli, M.D.
INVIVO THERAPEUTICS                    CORP.
     21, 2022
July 21,
Page  2 2022 Page 2
FirstName LastName
Preliminary Proxy Statement on Schedule 14A, Filed July 8, 2022

Questions and Answers about Voting at the Annual Meeting and Related Matters
How many votes do I have?, page 1

1.       Please revise to explicitly state that the Voting Rights were granted
by the Company
         pursuant to the Voting Plan solely to affect the passage of the
Articles Amendments. We
         note that the Voting Plan was adopted pursuant to the authority in NRS
78.195(5) and
         NRS 78.350(8), please revise to define NRS. Additionally, we note that
the Board (or a
         committee thereof) will set the Voting Factor, or a range representing
the minimum
         Voting Factor and the maximum Voting Factor, on or after July 6, 2022.
Please revise to
         explain all factors that the Board (or a committee thereof) will be
considering in deciding
         the Voting Factor. Please also revise your disclosure to clarify how,
including the factors
         considered, the final Voting Factor will be selected if a range is
initially chosen instead of
         a definitive number. Please also revise to clarify the meaning of
clause (ii) on page 2,
         consider including an example. Finally, explain whether these Voting
Rights will affect
         quorum requirements and if so how.
2.       Please tell us how the Voting Plan, specifically the granting of the
         Rights, complies with Nasdaq Rule 5640.
        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 Margaret Schwartz at 202-551-7153 or Celeste Murphy at
3257 with any questions.


                                                                Division of
Corporation Finance
                                                                Office of Life
cc:      Rosemary Reilly, Esq.