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Correspondence Letter

 August 31, 2011

 Via EDGAR and FedEx

 Ms. Melissa N. Rocha

Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:

MannKind Corporation

Form 10-K for Fiscal Year Ended December 31, 2010

Filed on March 16, 2011

File No. 000-50865

 Ladies and Gentlemen:

 This letter is being transmitted by MannKind Corporation (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”), by letter dated August 18, 2011 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2010. The text of the Staff’s comments has been included in this letter in italics for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Management’s Discussion & Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 51

1.
Please provide us proposed disclosure to be included in future periodic reports explaining the changes in cash provided by/used in operating activities, investing
activities and financing activities for all periods presented.

 Response:

The Company proposes to include in future periodic reports, beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 2011, disclosure comparable to the following disclosure for the year ended December 31, 2010 (relevant disclosure is highlighted in bold and italics):

 During the year ended December 31, 2010, we used $148.7 million of cash for our operations and had a net loss of $170.6 million for the year, of which $30.9 million consisted of
non-cash charges such as depreciation and amortization, and stock-based compensation. By comparison, during the year ended December 31, 2009, we used $184.1 million of cash for our operations and had a net loss of $220.1 million, of which
$38.9 million consisted of non-cash charges such as depreciation and amortization, and stock-based compensation. In addition, we recorded a loss on disposal of fixed assets of $12.8 million during the year ended December 31, 2009. During the
year ended December 31,

2008, we used $271.3 million of cash for our operations, and had a net loss of $303.0 million, of which $37.1 million consisted of non-cash charges. Cash used for our operations for the
year ended 2010 decreased by $35.4 million compared to cash used for our operations for the year ended 2009 due primarily to decreased cash used for the clinical development of AFREZZA, including decreases in cash used for purchases of raw material
and clinical supplies, and reduced salary-related costs as a result of a reduction in force implemented in April 2009. Cash used for our operations for the year ended 2009 decreased by $87.2 million compared to cash used for our operations for the
year ended 2008 due primarily to decreased cash used for the clinical development of AFREZZA as we completed our pivotal AFREZZA trials during 2008, including decreases in cash used for purchases of raw material and clinical supplies. We
expect our negative operating cash flow to continue at least until we obtain regulatory approval and achieve commercialization of AFREZZA.

We used $11.7 million of cash in investing activities during the year ended December 31, 2010, compared to $3.1 million for the year
ended December 31, 2009. For the years ended December 31, 2010 and 2009, $9.5 million and $18.9 million, respectively, of cash were used to purchase machinery and equipment to expand our manufacturing operations and our quality systems
that support clinical trials for AFREZZA. For the year ended December 31, 2008, we used $99.9 million of cash in investing activities, of which $82.5 million was used for machinery and equipment purchases, mainly to expand our
manufacturing operations, and net purchases of marketable securities of $17.6 million. Cash used in investing activities for the year ended 2010 increased by $8.7 million compared to cash used in investing activities for the year ended
2009 due to net cash used for purchases of marketable securities of $2.2 million in 2010 compared to net cash generated from sales and maturities of marketable securities of $15.8 million in 2009 offset by a decrease in purchases of property, plant
and equipment. Cash used in investing activities for the year ended 2009 decreased by $96.9 million compared to cash used in investing activities for the year ended 2008 due to decreased cash used for the purchase of machinery and equipment and net
cash generated from sales and maturities of marketable securities of $15.8 million in 2009 compared to net cash used for purchases of marketable securities of $17.6 million in 2008.

 Our financing activities generated $196.4 million of cash for the year ended December 31, 2010, compared to $189.5 million for the same period in 2009. For the year ended
December 31, 2010, cash from financing activities was primarily from a senior convertible notes offering completed in August 2010, related party borrowings and the sale of common stock to Seaside 88, LP during the fourth quarter of 2010 as well
as the exercise of stock options. For the year ended December 31, 2009, cash from financing activities was primarily from the common stock offering completed in August 2009 and related party borrowings as well as the exercise of stock
options. Our financing activities provided cash of $30.6 million for the year ended December 31, 2008, primarily from related party borrowings as well as the exercise of stock options. Cash from financing activities for the year
ended 2010 increased by $6.9 million compared to cash from financing for the year ended 2009 due to proceeds from the issuance of the 5.75% Senior Convertible Notes due 2015 in August 2010, offset by decreased related party borrowings and sales of
common stock. Cash from financing for the year ended 2009 increased by $158.9 million compared to cash from financing for the year ended 2008 due to increased related party borrowings and the proceeds from the common stock offering in August 2009.

 Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

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

Response:

 The Company
has two convertible notes offerings outstanding as of December 31, 2010: Notes due 2015 and Notes due 2013 (collectively, the “Notes”). The details of the conversion option in each of the notes and analysis of the
accounting are as follows:

 On August 18, 2010, the Company completed a Rule 144A offering of $100.0 million aggregate principal amount
of 5.75% Senior Convertible Notes due 2015. Holders of the Notes due 2015 may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding principal into shares of the
Company’s common stock at an initial conversion rate of 147.0859 shares per $1,000 principal amount, which is equal to a conversion price of approximately $6.80 per share, subject to adjustment. Except in certain circumstances, if the Company
undergoes a fundamental change: (1) the Company will pay a make-whole premium, to be settled in shares of the Company’s common stock, on the Notes due 2015 converted in connection with a fundamental change by increasing the conversion rate
on such Notes, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of Notes due 2015 will have the option to require the Company to repurchase all or
any portion of such holder’s Notes due 2015 at a repurchase price of 100% of the principal amount of the Notes due 2015 to be repurchased plus accrued and unpaid interest, if any.

 On December 12, 2006, the Company completed an offering of $115.0 million aggregate principal amount of 3.75% Senior Convertible Notes due 2013, including $15.0 million aggregate principal amount of
the Notes due 2013 sold pursuant to the underwriters’ over-allotment option that was exercised in full. Holders may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any
outstanding Notes due 2013 into shares of the Company’s common stock at an initial conversion rate of 44.5002 shares per $1,000 principal amount of Notes due 2013, which is equal to a conversion price of approximately $22.47 per share, subject
to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change: (1) the Company will pay a make-whole premium, to be settled in shares of the Company’s common stock, on the Notes due 2013 converted in
connection with a fundamental change by increasing the conversion rate on such Notes due 2013, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of
the Notes due 2013 will have the option to require the Company to repurchase all or any portion of such holder’s Notes due 2013 at a repurchase price of 100% of the principal amount of the Notes due 2013 to be repurchased plus accrued and
unpaid interest, if any.

 The Company performed the following analysis to determine whether the conversion option on each of the Notes
represented an embedded derivative which should be accounted for separately from the debt instrument. However, there is a scope exception in ASC 815-10-15-74 Certain Contracts Involving an Entity’s Own Equity, which does not require
separate derivative accounting of the conversion option if the contracts are considered to be indexed to a company’s own stock and classified in shareholders’ equity. As the conversion option for both the 2015 and 2013 Notes meets the
scope exception, the Company concluded that the conversion option does not require separate derivative accounting.

 Analysis of the
conversion option:

 The conversion option for each of the Notes offerings contains similar terms. The following analysis of the
accounting of the conversion option applies to both the 2015 and 2013 Notes, unless noted otherwise.

 Per ASC 815-15-25-1 an embedded
derivative shall be separated from the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria are met:

a. The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics
and risks of the host contract.

 Analysis: The conversion option is an equity feature, and equity features are not
considered to be clearly and closely related to debt host contracts. As such, the conversion option is not considered to be clearly and closely related to the host contract. Criterion met.

b. The hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles (GAAP) with
changes in fair value reported in earnings as they occur.

 Analysis: The fair value option was not elected with respect to
the Notes, thus the Notes are not remeasured at fair value through earnings. Criterion met.

 c. A separate instrument with
the same terms as the embedded derivative would, pursuant to Section 815-10-15, be a derivative instrument subject to the requirements of this Subtopic.

 Analysis: The conversion option meets the definition of a derivative in ASC 815-10-15 based on the following analysis:

 Definition of a derivative – a derivative instrument is a financial instrument or other contract with all of the following characteristics:

a.
The contract has both of the following terms, which determine the amount of the settlement or settlements, and, in some cases, whether or not a settlement is required:
(1) one or more underlyings, and (2) one or more notional amounts or payment provisions or both.

Analysis: The underlying of the conversion option is the price of common shares and the notional is the number of shares into which the
Notes are convertible. Characteristic is met.

b.
The contract requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected
to have a similar response to changes in market factors.

 Analysis: The conversion option does not require an initial net investment that would be
required for other types of contracts that would be expected to have a similar response to changes in market factors (e.g. stock price). In this case, the presumed initial net investment for the conversion option is its fair value, which is smaller,
by more than a nominal amount, than the cost of the underlying common shares. Characteristic is met.

c.
The contract can be settled net by any of the following means:

1)
Its terms implicitly or explicitly require or permit net settlement.

2)
It can readily be settled net by a means outside the contract.

3)
It provides for delivery of an asset that puts the recipient in a position not substantially different from net settlement.

Analysis: Although the conversion option requires delivery of shares, the common shares of the Company are publicly traded on NASDAQ.
As such, the recipient of shares has the ability to monetize those shares by selling them on the NASDAQ exchange, readily converting the shares to cash, and putting the recipient of the shares in a position not substantially different from net
settlement. Note that conversion of all or a substantial number of Notes simultaneously could result in delivery of a number of shares that is so great that an attempt to sell them on the NASDAQ exchange could affect the stock price and invalidating
the net settlement conclusion. However, in this case the Notes can be individually converted in increments of $1,000, which results in the delivery of a number of shares substantially less than the Company’s average daily trading volume. This
confirms the fact that the conversion option meets the net settlement characteristic.

 Based on the above analysis, the conversion option
should be separated from the host contract and accounted for as a derivative instrument pursuant to ASC 815-10. Although the conversion option meets the above criteria, a scope exception is included in the literature, which does not require separate
derivative accounting if the conversion option is considered to be indexed to a company’s own stock and classified in shareholders’ equity.

 Scope Exception

 The following analysis evaluates the scope exception per ASC
815-10-15-74 Certain Contracts Involving an Entity’s Own Equity. If the conversion option meets both criteria in the scope exception: (1) indexed to a company’s own stock and (2) classified in shareholders’ equity,
then the conversion option will not be considered to be a derivative. The following analysis evaluates those criteria per the guidance.

 1. Indexed to its own stock

 Freestanding or hybrid financial instruments
discussed in paragraphs 815-40-15-5 through 15-8 are considered indexed to an entity’s own stock within the meaning of this Subtopic and paragraph 815-10-15-74(a) for the issuer provided that all of the following conditions are met:

a)
The contingency provisions are not based on either of the following:

1.
An observable market, other than the market for the issuer’s stock (if applicable)

2.
An observable index, other than those calculated or measured solely by reference to the issuer’s own operations, for example, sales revenue of the issuer, earnings
before interest, taxes, depreciation, and amortization, of the issuer, net income of the issuer, or total equity of the issuer.

b)
Once the contingent events have occurred, the instrument’s settlement amount is based solely