SecProbe.io

May 9, 2016

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 29, 2016
  File No.  333-211046

Dear Mr. Rombotis :

We have limited our review of your registration 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 .  If you do not believe our com ments 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, w e may have  additional comments.

General

1. Footnote 6 to the registration fee table  indicates that you intend to rely on Rule 415(a) (6)
under the Securities Act to include a total of  $28,779,261 of unsold securities that had
previously been registered un der your registration statement on Form S -3 that was declared
effective on April 22, 2013  (the “prior registration s tatement”) .  We note that this
replacement registration statement was filed on April 29, 2016, which is more than three
years past the date that the prior registration statement went effective.  Because
Rule 415 (a)(6) requires that a replacemen t registration statement be  filed “prior to the end of
the three -year period described in paragraph (a)(5) [of Rule 415],”  you do not appear to be
eligible  to rely on Rule 415(a)(6).   Accordingly, p lease confirm that no offers or sales of
previously  registered securities have been made since April 22, 2016, the expiration  date of
the pr ior registration statement .  Please also amend this registration statement to  remove
footnote 6 to the registration fee table and other disclosure, if any, describing your reliance
on Rule 415(a)(6).   To the extent that you  still intend to register the unsold  securities  from

Spiro Rombotis
Cyclacel  Pharmaceuticals, Inc.
May 9, 2016
Page 2

 the prior registration statement , please refer to Securities Act Rules Compliance and
Disclosure Interpretation 212.26 for guidance on the use of Rule 457(p).

Exhibit Index, page II -6

2. We note that you intend to file your forms of indenture by amendment or as exhibit s to a
report pursua nt to Section 13(a), 13(c) or 15(d) of the Exchange Act.  Please be advised that
these documents must be filed as exhibits to your registration statement prior to
effectiveness, as this is when the indentures will be qualified pursuant to the Trust Indentu re
Act of 1939.

Exhibit 5.1

3. We note your  statement on page 37 of your registration statement that “[t]he  indentures and
the debt securities will be governed by and construed in accordance with the laws of the State
of New York…”  We also note the statement in the legal opinion that counsel “do[es] not
express any opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and the United States federal laws .”  In our view,
counsel has not provided  an opinion with respect to each relevant jurisdiction as it is not
sufficient  to state that “[m]embers  of our firm are admitted to the Bar of the State of New
York.”  Please file a revised legal opinion that expressly states that, at least with respect to
the indentures and debt securities,  counsel is  opining as to the laws of the State of New York.

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 t he 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 h ave 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.

Spiro Rombotis
Cyclacel  Pharmaceuticals, Inc.
May 9, 2016
Page 3

 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 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 Christina Thomas at (202) 551 -3577  with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Joel I. Papernik, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.