SecProbe.io

Mail Stop 6010
May 28, 2008
 David Platt, Ph.D.  Chief Executive Officer  Pro-Pharmaceuticals, Inc.  7 Wells Avenue  Newton, Massachusetts 02459
Re: Pro-Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed May 14, 2008
  File No. 333-150898

Dear Dr. Platt:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note that on January 12, 2007 you filed a registration statement on Form S-3
registering for resale 37,087,013 shares  of common stock, including shares
issuable upon the exercise of the 2006 Warra nts.  That registration statement was
never declared effective.  Supplementally, please tell us what  your plans are with
respect to that registration statement.  If you have decide d not to proceed with that
registration statement, pleas e consider withdrawing it.
 2. Supplementally, for each selling security ho lder, tell us what portion of the shares
of common stock being offered is issuable upon the exercise of the 2006 Warrants.

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 2

Dollar value of underlying securities

3. Supplementally, please provide us with the total dollar value of the securities
underlying the convertible preferred stock that you have registered for resale
(using the number of underlyi ng securities that you have registered for resale and
the market price per share for those secu rities on the date of  the sale of the
convertible preferred stock).

Payments to the investor and affiliates

4. Supplementally, please provide us with tabu lar disclosure of the dollar amount of
each payment (including the value of any payments to be made in common stock)
in connection with th e transaction that you have made  or may be required to make
to any selling stockholder, any affiliate of a selling stockholder, or any person
with whom any selling stockholder has a contractual relations hip regarding the
transaction (including any in terest payments, liquidated damages, payments made
to “finders” or “placement agents,” and any other payments or potential
payments). Please provide footnote disclosu re of the terms of each such payment.
Please do not include any repayment of the convertible preferred stock in this disclosure.

Further, supplementally please provide us with disclosure of the net proceeds to
the issuer from the sale of the convertib le preferred stock and the total possible
payments to all selling stockholders and a ny of their affiliates  in the first year
following the sale of the c onvertible preferred stock.
 Potential profits on conversion

5. Supplementally, please provide us with tabular disclosure of:
• the total possible profit the selling stockhol ders could realize as a result of the
conversion discount for the securities underlying the convertible preferred
stock, presented in a table with the following information disclosed
separately:
• the market price per share of the securities underlying the convertible
preferred stock on the date of the sale of the convertible preferred stock;
• the conversion price per share of th e underlying securitie s on the date of
the sale of the convertib le preferred stock, calculated as follows:
-  if the conversion price per share is  set at a fixed price, use the price
per share established by the conve rtible preferred stock; and
-  if the conversion price per shar e is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 3

the underlying security, use the c onversion discount rate and the
market rate per share on the date  of the sale of the convertible
preferred stock and determine the conversion price per share as of
that date;
• the total possible shares underlying the convertible preferred stock
(assuming no interest payments and complete conversion throughout the
term of the convertible preferred stock);
• the combined market price of the total number of shares underlying the
convertible preferred stock, calculated by using the market price per share
on the date of the sale of the conve rtible preferred stock and the total
possible shares underlying the c onvertible preferred stock;
• the total possible shares the selli ng stockholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible preferred stock calculate d by using the conversion price on the
date of the sale of the convertible preferred stock and the total possible
number of shares the selling stockholders may receive; and
• the total possible discount to the market price as of the date of the sale of
the convertible preferred stock, ca lculated by subtracting the total
conversion price on the date of the sale  of the convertible preferred stock
from the combined market price of the total number of shares underlying
the convertible preferred stock on that date.
If there are provisions in th e convertible preferred stoc k that could result in a
change in the price per share upon the occurr ence of certain events, please provide
additional tabular disclosure as appropriate. For example, if the conversion price
per share is fixed unless and until the market price falls below a stated price, at
which point the conversion price per share drops to a lower price, please provide
additional disclosure.

Total potential profit from other securities

6. Supplementally, please provide us with tabular disclosure of:
• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other securities
of the issuer that are held by the selling stockholders or any affiliates of the selling stockholders, presented in a table with the following information
disclosed separately:
• market price per share of the underlying securities on the date of the sale
of that other security;
• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 4

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sa le of that other security; and
- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price pe r share as of that date;
• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);
• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;
• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and
the total possible number of  underlying shares; and
• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of  underlying shares on that date.

Comparison of issuer proceeds to potential investor profit

7. Supplementally, please provide us with tabular disclosure of:
• the gross proceeds paid or payable to th e issuer in the convertible preferred
stock transaction;
• all payments that have been made or that may be required to be made by the
issuer that are disclosed in  response to comment 4;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the conve rtible preferred stock
and any other warrants, options, notes, or other securities of th e issuer that are
held by the selling stockholders or any affiliates of the selling stockholders that is disclosed in response to comments 5 and 6.

Further, supplementally please provide us with disclosure – as a percentage – of
the total amount of all possible payments as disclosed in response to comment 4
and the total possible discount to the market price of the shares underlying the convertible preferred stock as disclosed in response to comment 5 divided by the

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 5

net proceeds to the issuer from the sale of the convertible preferred stock, as well
as the amount of that resulting percentage averaged over the term of the
convertible preferred stock.
Prior transactions between the i ssuer and the selling stockholders

8. Supplementally, please provide us with tabu lar disclosure of all prior securities
transactions between the issuer (or any of its predecessors) and the selling
stockholders, any affiliates of the selling stockholders, or any person with whom
any selling stockholder has a contractual re lationship regarding the transaction (or
any predecessors of those persons), w ith the table including the following
information disclosed separately for each transaction:
• the date of the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling stockholders, affiliates of the company, or affiliates of the selling
stockholders;
• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling stockholders,
affiliates of the company, or affiliates of the selling stockholders, and dividing
that number by the number of shares issued  or issuable in connection with the
applicable transaction;
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tran saction (reverse split adju sted, if necessary); and
• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).

Comparison of registered shares to outstanding shares

9. Supplementally, please provide us with  tabular disclosure comparing:
• the number of shares outstanding prior to the convertible preferred stock
transaction that are held by persons other than the selling stockholders,
affiliates of the company, and aff iliates of the selling stockholders;

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 6

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders in prior registration statements;
• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders that continue to be held by the selling
stockholders or affiliates of the selling stockholders;
• the number of shares that have been sold in registered resa le transactions by
the selling stockholders or affiliates of the selling stockholders; and
• the number of shares registered for resa le on behalf of the selling stockholders
or affiliates of the selling stockholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.
The issuer’s intention and ab ility to make all convertible preferred stock payments

10. Supplementally, please provide us w ith the following information:
• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to ma ke all payments on the convertible
securities; and
• whether – based on information obtained from the selling stockholders – any
of the selling stockholders have an existing short position in the company’s
common stock and, if any of the selli ng stockholders have an existing short
position in the company’s stock, the following additional information:
- the date on which each such selling stockholder entered into that short
position; and
- the relationship of the date on which each such selling stockholder
entered into that short position to the date of the announcement of the
convertible preferred stock transactio n and the filing of the registration
statement (e.g., before or after th e announcement of the convertible
preferred stock transaction, before th e filing or after the filing of the
registration statement, etc.).
 Relationships between the issu er and selling stockholders

11. Supplementally, please provide us with:
• a materially complete description of the relationships and arrangements that
have existed in the past three years or  are to be performed in the future
between the issuer (or any of its pr edecessors) and the selling stockholders,

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 7

any affiliates of the selling stockholders , or any person with whom any selling
stockholder has a contractual relationsh ip regarding the tr ansaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the sale of the convertible  preferred stock; and
• copies of all agreements between the issuer (or any of its predecessors) and
the selling stockholders, any affiliates of the selling stockholders, or any
person with whom any selling stock holder has a contractual relationship
regarding the transaction (or any predece ssors of those persons) in connection
with the sale of the convertible preferred stock.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.
The method by which the number of re gistered shares was determined

12. Supplementally, please provide us with a description of the method by which the
company determined the number of shares it seeks to register  in connection with
this registration statement.

Information regarding institutional selling stockholders

13. To the extent you have not already done so  and with respect to  the shares to be
offered for resale by each selling stockholde r that is a legal entity, please disclose
the natural person or persons who exerci se the sole or sh ared voting and/or
dispositive powers with respect to the sh ares to be offered by that shareholder