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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    March 23, 2010   Mr. Chris J. Stern Chief Executive Officer  Oxygen Biotherapeutics, Inc.    2530 Meridian Parkway, Suite 3084 Durham, North Carolina 27713
Re: Oxygen Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2009
File No. 001-34600
 Dear Mr. Stern:
We have reviewed your March 3, 2010 response to our January 29, 2010 letter
and have the following comment. Where in dicated, we think you should revise your
document in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inappli cable or a revision is unnecessary. Please be
as detailed as necessary in your explanati on. After reviewing this information, we may
raise additional comments.

Item 9A (T)—Controls and Procedures, page 11

1.   We have read your response to pr ior comment two. However, Item 9A (T)
requires that you furnish information under both Items 307 and 308T of
Regulation S-K.  The information under It em 307 of Regulation S-K requires a
separate conclusion of the registrant’s principal executive and financial officers
regarding the effectiveness the registrant’s  disclosure controls and procedures as
of the end of the period covered by the report.  Your filing only has
management’s conclusion on the effectivene ss of the registrant’s internal control
over financial reporting required under It em 308T of Regulation S-K.  Therefore
we reissue our comment. Please note when you revise your filing include the
complete text of each item amended in Form 10-K.  See Rule 12b-15 of the Exchange Act.
*    *    *    *
As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  Please furnish a cover
letter with your amendment that keys your  response to our comment and provides any
requested information.  Detailed letters greatly facilitate our re view. Please understand

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc.  March 23, 2010 Page 2
 that we may have additional comments afte r reviewing your amendm ent and response to
our comment.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
this comment. In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant