SecProbe.io

Mail Stop 4720
July 29, 2009
 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. 19 to Registrati on Statement on Form S-1/A
Supplemental Response Filed July 28, 2009
File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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.  Af ter reviewing 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.

A.J. Kazimi
Cumberland Pharmaceuticals Inc.
July 29, 2009
Page 2

Amendment No. 19 to Registration Statement on Form S-1/A

Prospectus Summary

Recent Developments, page 3

1. Have all closing procedures been comp leted, including recording adjustments for
expense accruals and taxes?  If closing procedures have not been completed, then
the preliminary unaudited results do not a ppear to be in conformity with GAAP
and should be removed from the document.

If all closing procedures have been  completed and the results are in
conformity with GAAP, then please revi se to present net income, and present
expected net revenue, operating income a nd net income per share, rather than
ranges.

*  *  *  *  *
  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:

• 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

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 29, 2009
Page 3

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