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CORRESP
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      Correspondence Response Letter 5-21-07

    Richardson
      & Patel, LLP

    10900
      Wilshire Boulevard, Suite 500

    Los
      Angeles, California 90024

    T
      310-208-1182

    F
      310-208-1154

    May
      21,
      2007

    Filed
      as Correspondence via EDGAR

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Mail
      Stop
      6010

    Re:
       OXIS
      International, Inc.

      Amendment No. 1 to Annual Report on Form 10-KSB

    Ladies
      and Gentlemen:

    This
      letter is in response to the letter dated May 11, 2007 (the “Comment Letter”)
      from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) requesting amendment of the annual report on Form 10-KSB for the
      period ended December 31, 2006 of OXIS International, Inc. (the “Company”).
      Amendment No. 1 to the above-described annual report (the “Amendment”) is being
      filed with the Commission on the date of this letter.

    The
      Comment Letter stated, in relevant part, that “we note that your Form 10-KSB for
      the year ended December 31, 2006 does not appear to include the information
      required by Item 307 of Regulation S-B regarding disclosure controls and
      procedures.” In response to this comment, we are filing the Amendment to our
      10-KSB to which we have added, on page 58, under Item 8A - Controls and
      Procedures, the following disclosure:

    “As
      of
      the end of the period covered by this report, we carried out an evaluation,
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures.  Based on this evaluation, our
      Chief Executive officer and Chief Financial Officer concluded that our
      disclosure controls and procedures are effective in timely alerting management
      to material information required to be included in this report.  It should
      be noted that the design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions, regardless of how remote.”

      U.S.
        Securities and Exchange Commission

      May
        21,
        2007

      Page
        of
        2 of 2

            We
        hope that this successfully
        addresses the Staff’s comment. Please contact me at (310) 208-1182 if you have
        any questions or require any additional information.

    Very
      truly yours,

    /s/
      Edgar
      D. Park

    cc:
      Marvin
      S.
      Hausman, M.D., President and CEO

    Kevin
      Leung, Esq.