SecProbe.io

August 18, 2011

Via E-mail
Matthew J. Pfeffer Corporate Vice President and
Chief Financial Officer
MannKind Corporation 28903 North Avenue Paine
Valencia, CA 91355

Re: MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2010
   Filed on March 16, 2011
File No. 000-50865

Dear Mr. Pfeffer:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.

Management’s Discussion & Analysis of Fina ncial Condition and Results of Operations

Liquidity and Capital Resources, page 51
 1. Please provide us proposed disclosure to be in cluded in future periodic reports explaining
the changes in cash provided by/used in operating activitie s, investing activities and
financing activities for all periods presented.
 Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

2. Please provide us an analysis of whether th e conversion option for all convertible notes
issued should be a derivative liability.

Matthew J. Pfeffer
MannKind Corporation
August 18, 2011 Page 2

 14. Commitments and contingencies, page 86

3. Please provide us proposed disclosure to be in cluded in future periodic reports for all
legal proceedings to include an estimate of the possible loss or  range of loss or a
statement that such an estimate cannot be ma de for loss contingencies that are at least
reasonably possible but not accrued, either because it is not probable that a loss has been incurred or the amount of loss cannot be r easonably estimated.  Please refer to ASC 450-
20-50-3 and 50-4.
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 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 Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments.
In this regard, do not hesitate to contact me at (202) 551-3854.

Sincerely,

 /s/ Melissa N. Rocha
Melissa N. Rocha
Accounting Branch Chief