SecProbe.io

January 3, 2013

Via E -mail
Spiro Rombotis
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  December 26, 2012
  File No.  333-185674

Dear Mr. Rombotis :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  Please respond to this letter by amending your registration
statement a s requested .  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 a response.

After revie wing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have submitted an application for confidential treatment relating to one
of your exhibits that is currently pending.  Please be advised that we will not be in a
position to grant effectiveness to your registration statement until a confidential treatment
order has been issued and you have amended your registration statement to either f ile this
exhibit or incorporate it by reference.

Management and Corporate Governance

Executive Compensation, page 84

2. Please amend your registration statement to include all disclosure required by Item 402 of
Regulation S -K for the fiscal year ended Dec ember 31, 2012.  We refer you to
Compliance & Disclosure Interpretation 117.05.

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 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
January 3, 2013
Page 2

 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 acceleration 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 t o 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 and the declaration of effect iveness 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 acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration 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
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Scot Foley  at (202) 551 -3383, Daniel Greenspan at (202) 551 -3623  or me
at (202) 551 -3715  with an y questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Martin Dunn, Esq.
O’Melveny & Meyers, LLP
1625 Eye Street, NW
Washington, D.C. 20006