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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

November 29, 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.

Registration Statement on Form S-1

Filed on November 5, 2010

File Number 333-170421

Ladies and Gentleman:

     On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 (the “Amendment”) to the
Registration Statement on Form S-1 (File No. 333-170421) filed with the Commission on November 5,
2010 (the “Registration Statement”). We are also delivering five clean and marked complete
courtesy copies of the Amendment to the attention of Jeffrey P. Riedler, Esq. of the Commission.

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

General

1. We note that this transaction relates to the resale of up to a total of 18,727,183 shares of
common stock by the selling stockholders, which shares are comprised partly of 2,080,803 shares
issuable upon exercise of the Option Warrants issuable upon exercise of the Options. The company
is not eligible to register the 2,080,803 shares of common stock issuable upon exercise of the
Options, as they are not outstanding or issuable upon the exercise of an outstanding security.
Please remove these shares from the registration statement.

Response: In response to the Commission’s comment, the Company has removed the shares
of common stock issuable upon exercise of the Option Warrants from the Registration Statement.

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

November 29, 2010

Page 2

2. Please file, and include in your Exhibit Index as Exhibit 5.1, a legal opinion in
compliance with Item 601(b)(5) of Regulation S-K.

Response: Our firm’s legal opinion has been filed as Exhibit 5.1 to the Registration
Statement in compliance with Item 601(b)(5) of Regulation S-K.

     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:

Joel I. Papernik, Esq.

Todd E. Mason, 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)