SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

           September 23, 2010    Mr. Peter H. Nielsen Chief Executive Officer Bio-Path Holdings, Inc. 3293 Harrison Boulevard, Suite 220 Ogden, UT  84403
 Re: Bio-Path Holdings, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009  Filed March 31, 2010  File No. 000-53404

Dear Mr. Nielsen:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ent in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Peter H. Nielsen
Bio-Path Holdings, Inc.
September 23, 2010 Page 2 of 3  Form 10-K for Fiscal Year Ended December 31, 2009

 Item 9A. Controls and Procedures, page 41

1. We note your disclosure that your ma nagement, including your principal
executive officer, principal operations o fficer and principal financial officer,
reviewed and evaluated the effectiven ess of your disclosure controls and
procedures as of a date within ninety ( 90) days of the filing date of your Form 10-
K.  Please note that you are required to pe rform this evaluation as of the end of
the period covered by the report.  Please re vise to perform your  evaluation of your
disclosure controls and procedures as of  the end of the period covered by this
report and amend your filing to disclose  the conclusions of your principal
executive and principal financial offi cers, or persons performing similar
functions, regarding such effectiveness as of the end of the period covered by this
report.  Refer to Item 307 of Regulation S-K.
 Form 10-Q for the Period Ended June 30, 2010

 Part I. Item 4T. Controls and Procedures, page 17

2. We note that your executive officers have concluded that your disclosure controls
and procedures are effective and designed to ensure that the information relating
to your company required to be disclosed in your reports filed or submitted under the Exchange Act is recorded, processe d, summarized and reported within the
requisite time periods.  It is unclear fro m this disclosure whether you determined
that your disclosure controls and proce dures as defined in Exchange Act Rule
13a-15(e) were effective, as your conclusi on only addresses a partial definition of
disclosure controls and procedures.  Please revise future filings to either provide
the entire definition of disclosure cont rols and procedures in your conclusion,
similar to the disclosure in your Form 10- K, or to conclude that your disclosure
controls and procedures are effective or ineffective without pr oviding any part of
the definition of disclosure  controls and procedures.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.   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 Exchange Act of 1934 and th at they have provided all information

Mr. Peter H. Nielsen
Bio-Path Holdings, Inc. September 23, 2010 Page 3 of 3  investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Sondra Snyder at ( 202) 551-3332 or me at (202) 551-3737 if
you have questions regarding the comments or any other matters.

Sincerely,

Jennifer Thompson
 Branch Chief