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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   May 14, 2010  Cyclacel Pharmaceuticals, Inc.  Paul McBarron Executive Vice President—Finance, Chief Financial  Officer and Chief Operating Officer 200 Connell Drive  Suite 1500 Berkeley Heights, NJ  07922

 Re: Cyclacel Pharmaceuticals, Inc.
 Item 4.02 Form 8-K
Filed May 13, 2010
 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 comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.

1. Please revise your disclosure to elaborate on any internal contro l deficiencies that
allowed the error in calculating the net lo ss per share and in the errors related to

Paul McBarron
Cyclacel Pharmaceuticals, Inc.
May 13, 2010 Page 2
the presentation and Preferred Stock dividends to prevail over time and explain whether these amounted to a material weakness.

2. Please tell us whether you have reconsidered, in accordance with Item 307 of Regulation S-K, the adequacy of your pr evious assertions in your December 31,
2009 10-K filing regarding your disclosure controls and procedures, in light of the material error that you have described.

3. Please tell us whether you have reassesse d and whether you are planning to revise
your conclusion related to the effectiveness of your internal control over financial
reporting.  Tell us whether your original disclosures are still appropriate or
whether they will be modified or supplemented to include any other material information that is necessary for such disc losures not to be misleading in light of
the restatement.
     *   *   *
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 comments, please provide, in writing, 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Paul McBarron
Cyclacel Pharmaceuticals, Inc.  May 13, 2010 Page 3

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) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t