SecProbe.io

Octo ber 1, 2012

Via E -mail
Mr. A. J. Kazimi
Chairman  and Chief Executive Officer
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 36203

Re: Cumberland Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  September 25 , 2012
  File No.  333-184091

Dear Mr. Kazimi :

We have limited our review of your registration statement to the issue s we have
addressed in our comment s.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Registration Statement on Form S -3

1. Please amend page 15 of your registration statement to incorporate by reference the Form
8-K filed by the company on A pril 11, April 20, May 18, May 24, June 29, and September
19, 2012.  Please re fer to Item 12(a)(2) of Form S -3.  See also, General Instruction B to
Form 8 -K, and Items 5.02 and 5.07  of Form 8 -K.

Pending Confidential Treatment Application

2. It appears that the registrant has a pending request for confidential treatment.  Please be
advised that we will not be in a position to consider a request for acceleration of
effectiveness of the registration statement until we resolve all issues concerning the
confidential treatment request.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and

Mr. A.J. Kazimi
Cumberland Pharmaceuticals, Inc.
October  1, 2012
Page 2

 all applicable Securities  Act rules require.   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.

Notwithstanding our comment s, 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 filing;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation 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.

You may contact John Krug  at (202) 551 -3262 , Dan Greenspan, Branch Chief, at (202)
551-3623,  or me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan

 Jeffrey P. Riedler
Assistant Director

cc: Kolin B. Holladay , Esq.
Adams and Reese LLP
Fifth Third Financial Center
424 Church Street, Suite 2700
Nashville, Tennessee 37219