SecProbe.io

April 13, 2012
 Via E-mail

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey 07922
Re: Cyclacel Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on April 6, 2012
  File No. 000-50626

Dear Mr. Rombotis:
 We have limited our review of the above proxy statement to the issue we have addressed
in our comment.  Please respond to this letter by revising the proxy statement.  Where you do not
believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.
 1. We note that you are seeking approval to eff ect a reverse stock split at a ratio of up to
10:1 to be determined by the board of dir ectors.  Please revise  your disclosure to
describe any specific plans, arrangements or understandings, whether written or oral,
to issue any of the authorized shares that will be newly available as a result of the
approval of the reverse stock split.  If you have no such plans, arrangements or
understandings, please revise your  disclosure to so state.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 13, 2012 Page 2

  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 federa l securities laws of  the United States.

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Jeffrey Schultz  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017