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      Unassociated Document

      Lehman
        & Eilen LLP

      Mission
        Bay Office Plaza, Suite 300

      20283
        State Road 7

      Boca
        Raton, FL 33498

      T:
        561-483-2796

      F:
        561-237-0803

      January
        5, 2007

      VIA
        EDGAR AND

      OVERNIGHT
        MAIL

      United
        States Securities

      and
        Exchange Commission

      100
        F
        Street, NE

      Mail
        Stop
        4561

      Washington,
        D.C. 20549

      Attention:
        Sonia Barros

      Re:
         Pipex
        Pharmaceuticals, Inc.

      File
        No. 333-139354

      Dear
        Ms.
        Barros:

      Thank
        you
        for your December 22, 2006 letter regarding Pipex Pharmaceuticals, Inc. (the
        “Company”). We hereby submit a letter responding to the limited comment. For
        your convenience, we have set forth below the comment in its entirety followed
        by our response thereto.

                1.

                We
                  note that the securities you are registering on your Form SB-2
                  are being
                  made on a shelf basis under Rule 415. Given the nature and size
                  of the
                  transaction being registered, please advise the staff of the company’s
                  basis for determining that the transaction is appropriately characterized
                  as a transaction that is eligible to be made on a shelf basis under
                  Rule
                  415(a)(1)(i).

      Response:
        We understand the recent concern of the staff regarding the amount of shares
        being registered in small-cap transactions but believe for the reasons set
        forth
        below that the staff’s concerns are not implicated by this offering.

      We
        understand the difference between a primary offering and a secondary offering
        and that Rule 415(a)(1)(i) may not be utilized in the case of a primary offering
        because Rule 415(a)(1)(i) by its specific terms is limited to secondary
        offerings. However, this is not an instance in which the selling shareholders
        consist of one large investor - whether or not a large hedge fund - that
        has
        such a large position in the

      United
        States Securities

      and
        Exchange Commission

      January
        5, 2007

      Page
        2

      issuer
        that it effectively has a controlling interest in the issuer and may be
        perceived as an affiliate of the issuer or even the issuer’s alter ego. Instead,
        in this registration there are a large number of investors with no single
        large
        stakeholder. Indeed, there are 53 separate unrelated selling shareholders
        in the
        Company’s registration statement, each having made a separate investment
        decision over a period of six months after having independently conducted
        due
        diligence of the Company’s pharmaceutical products and intellectual property by
        hiring third party counsel and scientific experts. And no selling shareholder
        here holds a large stake in the Company: one selling shareholder holds
        approximately 11% of the Company’s outstanding common stock (8% on a fully
        diluted basis) while all the other selling shareholders hold less than 5%
        of the
        Company’s outstanding common stock, with the majority of the shareholders each
        holding less than 1% of the outstanding common stock (these percentages have
        been further diluted by the recent issuance by the Company of 2,990,442 common
        shares in connection with the Company’s merger with Effective Pharmaceuticals,
        Inc., as previously disclosed in the Form SB-2 registration statement). Under
        these circumstances, the offering is more properly characterized as a secondary
        offering under Rule 415(a)(1)(i). Indeed, we believe it would be unreasonable
        to
        saddle any investor here with the constraints of a primary offering as they
        seek
        to sell their shares.

      Moreover,
        the transaction involved here was not a typical reverse merger into a public
        blank check shell. The public company that the Company merged with - Sheffield
        Pharmaceuticals, Inc. - had been an operating biopharmaceutical company since
        1986 with approximately 3,500 shareholders and was listed on the American
        Stock
        Exchange until 2003 when it no longer met the continued listing requirements.
        The shares of the Company’s outstanding common stock held by the original owners
        of the public shell represent a negligible percentage of the outstanding
        (.6%)
        and are subject to a lock-up agreement until November 2007. And none of the
        selling shareholders here are Company insiders or promoters. Indeed the
        Company’s insiders, including its co-founder, Chairman, Chief Executive Officer
        and President, have invested approximately $4.7 million in the Company during
        the years 2001 through 2006, are locked up until November 2007.

      Furthermore,
        the selling shareholders here invested a large amount of money relative to
        the
        amount of money that the Company had on hand prior to the investments. While
        the
        total amount invested by the 53 selling shareholders was approximately $13.9
        million, the amount of money that the Company had on hand prior to the
        investment was approximately $250,000 and $3 million in convertible notes
        (these
        notes were converted into shares of the Company’s common stock at the closing of
        the offering, are not included in this registration statement and are subject
        to
        a lock-up agreement until November 2007).

      United
        States Securities

      and
        Exchange Commission

      January
        5, 2007

      Page
        3

      Additionally,
        we believe it is particularly appropriate in this instance to evaluate the
        offering against the Company’s outstanding common stock on a fully diluted
        basis. While no assurance can be given, since the Company’s common stock had
        previously been listed on the American Stock Exchange (AMEX), the Company
        has
        had communications with AMEX that make it clear that its common stock is
        likely
        to be listed on AMEX in the near future. However, one of the initial listing
        requirements of AMEX is a certain registered market capitalization, which
        this
        registration statement would enable the Company to satisfy. As such, it is
        reasonable to expect that the Company’s 5,118,590 outstanding stock options and
        15,725,153 outstanding warrants will be exercised in the near future, thereby
        decreasing the percentage of outstanding shares being registered in this
        offering.

      Finally,
        we submit that strictly applying a flat mathematical formula to small cap
        companies can work an injustice. Instead, we believe the math should only
        be one
        tool to help the staff in determining whether a latent primary offering is
        present, and that it is more just to also consider the other factors that
        we
        have addressed in this letter.

      Sincerely,

      /s/
        Hank
        Gracin

      Hank
        Gracin

      HG:ckg

      cc:
        Pipex
        Pharmaceuticals, Inc.