SecProbe.io

March 22, 2011

Theodore D. Zucconi, 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  March 16, 2011
  File No.  333-172849
 Dear Dr. Zucconi :
 We have limited our review of your registration statement to the issue  we have addressed
in our comment .  Please respond to this letter by amending your registration statement and
providing the requested information.  If you do not believe our comment applies  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 this comm ent, we may have  additional comments.

Incorporation of Certain Documents by Reference, page 18

1. Your registration statement incorporates by reference your Annual Report on Form 10- K
for the fiscal year ended December 31, 2010.  However, the Form 10 -K does not contain
the required Part III information .  Please amend your filing to include the required Part III
information, or file a Proxy Statement to incorpo rate this information into your filing by
reference.  Your filing must be complete before we take final action on the registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be cer tain that the filing includes the  information the Securities Act of 1933 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 have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging th at:

Theodore D. Zucconi, Ph.D.  Pro-Pharmaceuticals, Inc.
March 22, 2011
Page 2

• 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 staff comments and the declaration of e ffectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for ac celeration 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 re late 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 S ebastian Gomez Abero  at (202) 551- 3578 or me at (202) 551- 3715 with
any questions.          Sincerely,
           Jeffrey P. Riedler
        Assistant Director
  cc: Jonathan C. Guest , Esq.
McCarter English,  LLP
265 Franklin Street
Boston, Massachusetts 02110