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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 30, 2006  Mr. Paul McBarron Executive Vice President, Finance,  and Chief Operating Officer
Cyclacel Pharmaceuticals, Inc. 150 John F. Kennedy Parkway, Suite 100 Short Hills, NJ 07078

 Re: Cyclacel Pharmaceuticals, Inc.
 Item 4.02(a) Form 8 -K filed June 29, 2006
 File No. 000-50626

Dear Mr. McBarron:

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 comments are inapplicable
or revisions are unnecessary.    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 any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02 (a) Form 8-K filed June 29, 2006

 1. Please revise your disclosure and tell us  when you intend to file the amendments
to your Form 10-Q filed May 16, 2006 and your Form 8-K/A filed May 27, 2006.
 2. Please revise your disclosure to spec ify whether you have reconsidered, in
accordance with Item 307 of Regulation S-K, the adequacy of your previous
assertion in your March 31, 2006 Form 10-Q regarding your disclosure controls
and procedures, particularly in light of the material er ror and issue that you have
described.

Mr. Paul McBarron
Cyclacel Pharmaceuticals, Inc. June 30, 2006 Page 2
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Please provide us the information requested within 5 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 5-day
period. Please furnish a letter with your response that keys your response to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment 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.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t