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 Oxygen Biotherapeutics Correspondence Letter 01/7/2009

Oxygen Biotherapeutics, Inc.

3189 Airway Ave., Bldg. C

                Costa Mesa, CA 92626

                (714) 427-6363

January 27, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

     Attn:

     Sasha S. Parikh, Staff Accountant

     Mail Stop 6010

     Re:
     Oxygen Biotherapeutics, Inc.

     Form 8-K Filed January 14, 2009

     SEC File No. 2-310909

Dear Ms. Parikh:

Oxygen  Biotherapeutics,  Inc.  (the
 “Company”)  has received your letter dated January 22, 2009 (“Letter”)  regarding review
of its Current Report on Form 8-K filed January 14, 2009 (the “Report”).  The Company
appreciates your comments and guidance.

Pursuant to your  request the Company
is  providing  this  response to the Letter.  To assist the staff of the Commission in
reviewing this response,  the numbered  paragraphs in this response  correspond to the
number paragraphs of the Letter.

1.        Please
 revise  bullet  points (b) and (c) of your  filing to  specify  the  “subsequent
 interim period  through the date the  engagement  terminated”  as the “interim  period
 through  January 8, 2009.”Your current disclosure does not specify a period.

Response:  At the same time this  response  letter is
filed,  we are filing an  amendment  to the  Report, which  makes the  changes
 requested.  However,  we do not  agree  with your  statement  that the  current
disclosure  does not  specify  a  period.  The first  paragraph  of the  Report  clearly
 states  that the engagement  ended on January 8, 2009,  so we  believe  bullet  points
(b) and (c) read in context  clearly specify the period.

2.         In
order for the  former  accountant  to file the  letter  required  by Item  304,  a copy
of the filing  should be furnished to them as soon as possible,  but no later than the
date you file the Form 8-K with the  Commission.  The  accountants  confirming  letter
 should be filed with an  amended  Form 8-K on Exhibit 16 within two business  days of
receipt but no later than ten business  days after filing the Form 8-K.

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation
Finance
Attn:  Sasha S. Parikh, Staff Accountant
Re:  Oxygen Biotherapeutics, Inc.

January 27, 2009
Page 2

Response:  The  original  filling of
the Report on January  14,  2009,  included  as Exhibit 16 the former accountants’  confirming
letter  referenced in the comment.  The amendment to the Report filed at the same time as
this response letter includes an updated  confirming letter.  However,  we do not concede
that the updated  confirming  report  is, in fact,  required,  based on our view  stated
in  response  to the first comment  that the amended  report does not make any
 significant  or  material  change in the  information presented in the original filing.

As requested in the Letter, the
Company hereby acknowledges that:

     l
     the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

     l
     staff  comments  or changes to  disclosure  in response to staff  comments do not  foreclose  the
              Commission from talking any action with respect to the filing; and

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

If you have any questions,  or wish
to discuss any of these matters,  please contact our counsel,  Mark E. Lehman at (801)
532-1234.

Sincerely,

/s/ Chris J. Stern

Chris J. Stern
Chief Executive Officer