SecProbe.io

Mail Stop 6010
June 17, 2008
 A.J. Kazimi  Chairman and Chief Executive Officer Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re:  Cumberland Pharmaceuticals Inc.
Amendment No. 11 to Registrati on Statement on Form S-1/A
Filed June 9, 2008
File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as detailed  as necessary in your explanation. In some
of our comments, we may ask you to provide us with supplemental information so we
may better understand your disclosure. After re viewing this information, we may or may
not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to  working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.
 Amendment No. 11 to Registration Statement on Form S-1/A

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Si gnificant Judgments and Estimates

A.J. Kazimi
Cumberland Pharmaceuticals Inc.
June 17, 2008 Page 2  Stock-Based Compensation, page 33

1. You disclose that one of the factors in establishing the fair value of your common
stock is the review of third-party valu ation reports secured from time to time by
management.  Please name the third part y that provided valu ation reports to
management and provide their consent in the registration statement.  If Morgan
Joseph & Co. Inc. provided the third-part y valuation reports, please clarify your
disclosure and provide a currently dated consent from this firm.
 Business

 International Sales and Marketing, page 59

2. Please disclose the aggregate potential milestone payments receivable pursuant to
your agreements with Alveda Pharmaceuticals, Hospira Singapore, and Phebra.

Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm, page F-2

3. The report of KPMG LLP is missing a signa ture.  Please have KPMG LLP revise
their report to include a signature as re quired by Rule 2-02(a) of Regulation S-X.

*  *  *  *  *

As appropriate, please amend your filing in response to these comments. You may
wish to provide us with marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental information. Detailed cover letters greatly
facilitate our review. Please understand that  we may have additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings revi ewed by the staff to be certain  that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

A.J. Kazimi
Cumberland Pharmaceuticals Inc. June 17, 2008 Page 3
• 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 re spect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not relieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a conf irmation of the fact that t hose requesting acceleration are
aware of their respective responsibilities under the S ecurities 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. We will act on the request and,
pursuant to delegated authority, gran t acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request
at least two business days in advanc e of the requested effective date.

You may contact Donald Abbott at (202) 551-3608 if you have questions
regarding comments on the financial statements  and related matters. Please contact Rose
Zukin at (202) 551-3239, Suzanne Hayes at  (202) 551-3675, or me  at (202) 551-3715
with any other questions.

Sincerely,

Jeffrey P. Riedler Assistant Director
 cc:  Martin S. Brown, Esq.
Adams and Reese LLP
424 Church Street, Suite 2800
Nashville, Tennessee 37219