Bio Green Med Solution, Inc.

Regulatory Filings • Apr 25, 2012

CORRESP 1 filename1.htm

*Cyclacel Pharmaceuticals, Inc.*

*200 Connell Drive, Suite 1500*

*Berkeley Heights, NJ 07922*

April 25, 2012

*Via EDGAR*

Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549

Attention: Karen Ubell, Esq.

Re:
Post-Effective Amendment No. 1 to Form S-3 on Form S-1, as amended
Filed on April 4, 2012
File No. 333-170421

Dear Ms. Ubell:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement to Form S-3 on Form S-1, as amended, be accelerated to Thursday, April 26, 2012, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very truly yours,
CYCLCAEL PHARMACEUTICALS, INC.

SEQ.=1,FOLIO='',FILE='C:\JMS\rsampat\12-10124-9\task5297935\10124-9-bc.htm',USER='105982',CD='Apr 26 02:37 2012'

	Paul McBarron
	Executive Vice President—Finance,
	Chief Financial Officer and Chief Operating Officer
cc:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	Joel I. Papernik, Esq.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\rsampat\12-10124-9\task5297935\10124-9-bc.htm',USER='105982',CD='Apr 26 02:37 2012'