SecProbe.io

September 26, 2014

Via E -mail
Nicholas J. Virca
President and Chief Executive Officer
HedgePath Pharmaceuticals, Inc.
324 S. Hyde Park Avenue, Suite 350
Tampa, Florida 33606

Re: HedgePath Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  September 17, 2014
  File No.  333-198800

Dear Mr. Virca :

We have limited our review of your registration statement to the resolution of your
pending confidential treatment request .  Please be advised that we will not be in a position to
declare your registration statement effective until all outstanding comments, if any, on your
request for confidential treatment have been cleared.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts rel ating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the fili ng;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Nicholas J. Virca
HedgePath Pharmaceuticals, Inc.
September 26 , 2014
Page 2

 Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please co ntact J ohnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any
questions.

Sincerely,

         /s/ Daniel Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Lawrence A. Rosenbloom, Esq.
Ellenoff Grossman & Schole LLP