SecProbe.io

June 16, 2010
  Spiro Rombotis Chief Executive Officer  Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
 Re: Cyclacel Pharmaceuticals, Inc.
  Post-effective Amendment No. 1 on Form S-1/A to Form S-3
  Filed June 11, 2010   File Number: 333-140034

Dear Mr. Rombotis:   We have considered your amendment a nd response letter dated June 11, 2010 to our
comment letter dated June 9, 2010 and have the following comment.       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 that an amendm ent is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment,  we may have additional comments.

Form S-1/A

 Incorporation of Document s by Reference, page 58

1. We note that you filed a Current Report on Form 8-K on June 14, 2010.  Under Item 12
of Form S-1 you must incorporate by referen ce all reports filed pursu ant to Section 13(a)
or 15(d) of the Exchange Act since the end of your fiscal year.   Please revise your
registration statement to in corporate by reference your Form 8-K filed June 14, 2010.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and all applicable Securi ties Act rules.  Since the comp any and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc. June 16, 2010 Page 2      Notwithstanding our comments, in the event you  request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to 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 a nd the declaration of effectiveness 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact Bryan Pitko at (202) 551-3203 or me at (202) 551-3715 with any
questions.
      Sincerely,
        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Joel I. Papernik, Esq.
Todd E. Mason, Esq. Avisheh Avini, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017