SecProbe.io

July 11, 2011
 Anthony J. Cataldo Chief Executive Officer Oxis International, Inc. 468 N. Camden Drive Beverly Hills, California 90210
Re: Oxis International, Inc.
 Schedule 14A
Filed July 1, 2011 File No. 000-08092

Dear Mr. Cataldo:
 We have limited our review of the above proxy statement to the issue identified below.
 Please respond to this letter by providing the requested information or by advising us
when you will provide the requested response.  If you do not believe our comment applies to
your facts and circumstances, please te ll us why in your response.
 After reviewing the information you provide , we may have additional comments.

1. We note that your Board has unanimously adopted a resolution approving, declaring,
advising and recommending to the stockholde rs for their approval an amendment to
your certificate of inco rporation to effect a reverse stock split of your issued and
outstanding common stock at any time pr ior to the next annual meeting of
stockholders, at any whole number ratio of  between 1-for-5 and 1-for-20, in the
discretion of your Board.  We also note your disclosure that the amendment to effect
the reverse stock split will not change th e number of authorized shares of your
common stock.   Please disclose your curren t plans, arrangements or understandings,
written or oral, to issue any of  the shares that will be newl y available as a result of the
approval of the reverse stock split.  If you have no such plans, arrangements or
understandings, please revise your  disclosure to so state.

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 comment, please provide a written statement from the company
acknowledging that:

Anthony J. Cataldo Oxis International, Inc.
 July 11, 2011  Page 2

 the company is responsible for the adequacy an d 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.

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director