SecProbe.io

April 1, 2013

Via E -mail
Michael B. Jebsen
President, Interim Chief Executive Officer and
Chief Financial Officer
Oxygen Biotherapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, NC  27560

Re: Oxygen Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed  March 21, 2013
  File No.  333-187441

Dear Mr. Jebsen :

We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information .  Where 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have  additional comments.

General

1. We note that the February 22, 2013  Securities Purchase Agreement relating to the sale of
the Series  B-1 convertible preferred stock , Series B -2 convertible preferred stock and
warrants to purchase  common stock contemplated that:

 the sale of the Series B -1 Stock would be made pursuant to an effective shelf
registration statement on Form S -3, which was initially filed with the Securities
and Exchange Commission on March 26, 2010 and declared effec tive on April 14,
2010 (File No. 333 - 165733); and

 the sale of the Series B -2 Stock and warrants  would be made without registration
in reliance on the exemptions provided by Secti on 4(2) of the Securities Act.

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
April 1, 2013
Page 2

 In light of these facts, please explain how  the offering of the Series B -1 Stock pursuant to
the registration statement was separate and distinct from the offering of the B -2 Stock and
warrants and whether the information in the shelf registration statement influenced in any
way the investor’s deci sion to purchase the Series B -2 Stock and warrants.   Please
provide further detail regarding your prior relationship with the investor and describe the
negotiations with the investor leading to consummation of the Purchase Agreement.   In
addition, please d escribe the role of the placement agent in the transactions.   Please
provide your analysis with respect to the application of Securities Act Release No. 33 -
8828 (August 10, 2007) and Securities Act Compliance & Disclosure Interpretation
139.25 (November 26 , 2008) in light of the specific and detailed facts you provide in
response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have  made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 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 t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
April 1, 2013
Page 3

 Please contact Karen Ubel l, Staff Attorney, at (202) 551 -3873, Dan Greenspan, Legal
Branch Chief, at (202) 551 -3623 or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey  P. Riedler
Assistant Director

cc: Via E -mail
Margaret Rosenfeld
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.