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Mail Stop 4720          May 29, 2009   Theodore D. Zucconi, Ph.D.  Chief Executive Officer and President  Pro-Pharmaceuticals, Inc.  7 Wells Avenue  Newton, Massachusetts 02459
 Re: Pro-Pharmaceuticals, Inc.
  Post-Effective Amendment on Form S-1
  Filed May 14, 2009
  File No. 333-150898
 Dear Dr. Zucconi:   We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you shoul d revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.

 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 comment 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 your post-effective amendment on Form S-1 includes a post-
effective amendment to Form S-3 (333-148911).  The Form S-3 (333-148911)
filed on January 29, 2008 registered an una llocated primary shelf offering of up to
$10,000,000 of shares of common stock, prefer red stock, warrants and/or units.
This Form S-3 did not register the resale  of these securities.  Since the resale
offering of these securities has not yet been registered, it is impermissible to
register this offering in a post-effectiv e amendment.  Please amend your filing to
remove the post-effective amendment to Form S-3 (333-148911) seeking to
register the resale offering.

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.  May 29, 2009 Page 2
* * *
  As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a cover letter with your amendment.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and response to our comment.   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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.  May 29, 2009 Page 3
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
  Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Adam D. Eilenberg, Esq.  Ted Chastain, Esq.
Eilenberg & Krause LLP  11 East 44th Street  New York, New York 10017