SecProbe.io

December 6, 2010
Anthony J. Cataldo Chief Executive Officer  Oxis International, Inc. 468 N. Camden Dr., 2nd Floor Beverly Hills, CA 90210
 Re: Oxis International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 30, 2010
  File No. 000-08092

 Dear Mr. Cataldo:
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
disclosure.   Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us why in your response.
  After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business, page 1

1. We note your statement on page 3 that the company entered into an agreement with a “leading service provider in the direct ma rketing response business for the purpose of
developing a follow-up offering with a target  mailing date of summer 2010.”  Please
provide draft disclosure to be included in your next Form 10-K which discloses the name
of the service provider and the material terms of the referenced agreement, including a
summary of the duration and termination provisi ons.  To the extent this agreement has
not been filed as an exhibit, please file a copy and confirm that you will incorporate the agreement by reference into your next Form 10-K.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 28

2. Please provide draft disclosure to be incl uded in your next Form 10-K discussing the
specific experience, qualifications, attributes or  skills that led to the conclusion that each
director should serve on the board of the company, as required by newly revised Item

Anthony J. Cataldo
Oxis International, Inc.  December 6, 2010 Page 2
401(e)(1) of Regulation S-K.  Your draft disc losure should include information about Mr.
Thomas W. Hoog who was el ected to the board on June  14, 2010 in addition to the
directors discussed in the Form 10-K.  Please note that the present disclosure of each individual’s business experience alone is not sufficient to comp ly with this requirement.
 Signatures, page 42

3. It does not appear that th e filing has been signed by your controller or principal
accounting officer as required by Form 10-K.   If Michael Handelman, your chief
financial officer and treasurer, was acting as controller or principal accounting officer at the time the filing was executed, please conf irm that he signed the Form 10-K in the
capacity of controller or principal accounti ng officer in addition to the other listed
capacities and that you will include such title in the signat ure section of your next Form
10-K.  Alternatively, if Michael Handelman was not acting in the capacity of controller or
principal accounting officer, please amend your  Form 10-K to have your controller or
principal accounting officer sign the filing.  See Instruction D.2(a) of Form 10-K for
further information.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

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

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

Please contact Laura Crotty at (202) 551-3563, Sebastian Gomez Abero
 at (202) 551-
3578 or myself at (202) 551-3715 with any questions.

 Sincerely,
    Jeffrey P. Riedler  Assistant Director