SecProbe.io

April 17 , 2013

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.
  Registration Statement on Form S-3
Filed  April 8 , 2013
  File No.  333-187801

Dear Mr. Rombotis :

We have limited our review of your regist ration statement to the issue  we have addressed
in our comment.  Please respond to this letter by amending your registration statement as
requested .  Where  you do not believe our comment applies  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.

Exhibit Index, page II -8

1. In order to qualify your i ndenture s under the Trust Indentu re Act of 1939, yo u must
have the f orms of i ndenture on file at the time of effectiveness of the registration
statement.   Please fil e by pre -effective ame ndment the forms of indenture as  exhibit s
to your registration sta tement.

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
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 comment , in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

Spiro Rombotis
Cyclacel Pharmaceuticals , Inc.
April 17 , 2013
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n 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 accu racy 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 acceleration are aware of thei r 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 rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E-mail
Joel I. Papernik, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.