SecProbe.io

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Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center 666

Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

June 18, 2010

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Post-effective Amendment No. 2 to Form S-3 on Form S-1/A

Filed on May 27, 2010, as amended on June 11, 2010 and
June 18, 2010

File Number 333-140034

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) the Post-effective Amendment
No. 2 to Form S-3 on Form S-1/A, as initially filed with the
Commission on May 27, 2010, and as amended on June 11, 2010
and June 18, 2010 (the “Amendment”). We are
also delivering five clean and marked complete courtesy copies of the Amendment to the attention of
Brian Pitko, Esq. of the Commission.

Set forth below are the Company’s responses to the Commission’s comment provided by a letter
(the “Comment Letter”) dated June 16, 2010, from Jeffrey P. Riedler, Esq., Assistant Director of the
Division of Corporation Finance. The Company’s response is numbered to correspond to the
comment, as set forth in the Comment Letter, which, for convenience, we have incorporated into
this response letter.

Incorporation of Documents by Reference, page 58

1. We note that
you filed a Current Report on Form 8-K on June 14, 2010.  Under
Item 12 of Form S-1 you must incorporate by reference all reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of your
fiscal year. Please revise your registration statement to incorporate by
reference your Form 8-K filed June 14, 2010.

Response: We have amended “Incorporation of Documents by Reference” to include the
foregoing Current Report on Form 8-K.

The Company acknowledges 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 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 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 call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 18, 2010

Page 2

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

/s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)