SecProbe.io

November 16, 2010

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

Re: Cyclacel Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed November 5, 2010
  File No. 333-170421

Dear Mr. Rombotis:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment 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 these comments, we may have additional comments.
 1. We note that this transaction relates to the resale of up to a total of 18,727,183 shares
of common stock by the selling stockholders, which shares are comprised partly of 2,080,803 shares issuable upon exercise of  the Option Warrants issuable upon
exercise of the Options.  The company is not eligible to regi ster the 2,080,803 shares
of common stock issuable upon exercise  of the Option Warrants issuable upon
exercise of the Options, as they are not outstanding or issuable upon the exercise of
an outstanding security.  Please remove thes e shares from the registration statement.

2. Please file, and include in your Exhibit Index as exhibit 5.1, a legal opinion in compliance with Item 601(b )(5) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
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.

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. November 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 the 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 Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.
Sincerely,
       Jeffrey Riedler
Assistant Director
 cc:  Joel I. Papernik, Esq.  Todd E. Mason, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, New York 10017