SecProbe.io

January 3 , 201 3

Via E -mail
Peter Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston, Texas  77054

Re: Bio-Path Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 000-53404

Dear Mr. Nielsen :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply 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 filing and the information you provide in
response to these  comments, we may have  additio nal comments.

General

1.  In your next periodic filing, please file your April 2012 Private Placement Agreement as
a material contract or tell us why you believe this is unnecessary.   Please see Item
601(b)(10) of Regulation S -K.

Item 13. Ce rtain Relationships and Related Party Transactions, page 48

2. Please revise this section to include all related party transactions pursuant to Item 404 of
Regulation S -K with MD Anderson such as those discussed in Notes 2, 5, 6, 7 and 12 of
your financial s tatements.   Please provide us with your proposed disclosure in this
regard.   Please see Item 404(a) and (d) of Regulation S -K.

Peter Nielsen
Bio-Path Holdings, Inc.
January 3, 2013
Page 2

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange 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 accurac y
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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.

You may contact Angie Kim, Staff Attorney at (202) 551 -3535 or me, at (202) 551 -3720
with any questions .

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Dir ector