SecProbe.io

May 23, 2011

Spiro Rombotis
President and Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922
Re: Cyclacel Pharmaceuticals, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S -1 on
Form S -3
Filed  May 16, 2011
  File No.  333-140034
 Dear Mr. Rombotis :
 We have limited our review of the above referenced  filing  to the issues identified in this
letter an d have the following 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 filing  and prov iding 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement

1. We note that your incorporation by reference language on page 40 states that the company will incorporate by reference all documen ts filed pursuant to the Exchange Act
“prior to the termination of the offering.”  This language does not allow for the
registration statement to forward incorporate by reference any relevant Exchange Act documents filed by the company prior to effectivene ss of the registration statement.
Accordingly, please revise this section to either incorporate by reference all relevant Exchange Act documents filed subsequent to the filing of the initial registration statement, including the Form 10- Q filed by the com pany on May 16, 2011, or change the
current language such that the registration statement also forward incorporates all filings made pursuant to the Exchange Act after the date of the initial registration statement, and prior to effectiveness of the regist ration statement.

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 1933 and

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
May 23, 2011
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 comments, in the event you request accelera tion 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 to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting accelerati on 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 adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Rose Zukin at (202) 551- 3239 or me at (202) 551 -3710 with any
questions.
Sincerely,

   Jeffrey P. Riedler
Assistant Direc tor
 cc: Joel I. Papernik, Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue
New York, NY 10017