SecProbe.io

April 11, 2012
 Via E-mail

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 Form S-3 on Form S-1
Filed April 4, 2012
  File No. 333-140034

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 beli eve 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.

Incorporation by Reference, page 50

1. We note that your registration statement inco rporates by reference materials from your
Annual Report on Form 10-K for the year e nded December 31, 2011. This filing does not
contain the information required by Part III of Form 10-K.  We will not be in a position to accelerate the effectiveness of your regi stration statement until you amend your Form
10-K to include the Part III information or ha ve provided the information in a definitive
proxy statement.

2. You have included language incorporati ng by reference reports and documents you
subsequently file pursuant to Sections 13( a), 13(c), 14 and 15(d) of the Securities
Exchange Act or the Exchange Act after the date of the prospectus.  Forward
incorporation is not permissible for registra tion statements on Form S-1.  Please amend
your filing to delete this paragraph.

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 11, 2012 Page 2

 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
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 Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director