SecProbe.io

November 26, 2013
Via E -mail
Peter H. Nielsen
Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston, Texas 77054

Re: Bio-Path Holdings, Inc.
  Registration Statement on Form S-3
Filed  November 5, 2013
  File No.  333-192102

Dear Mr. Nielsen :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note your disclosure in footnote 1 to the Calculation of Registration Fee table that
“[t]he securities registered also include such indeterminate numbers of common stock
and preferred stock as may be issued  upon conversion of or exchange for preferred stock
that provide for conversion or exchange, upon exercise of warrants or pursuant to the
anti-dilution provisions of any such securities ,” and on the prospectus cover page that
“[you] may also offer securiti es as may be issuable upon conversion, redemption,
repurchase, exchange or exercise of any securities registered hereunder, including any
applicable anti -dilution provisions.” To the extent that separate consideration is to be
received, please confirm that  the maximum aggregate amount of such consideration is
included in the maximum aggregate offering price of $100,000,000 million of all
securities sold.

Peter H. Nielsen
Bio-Path Holdings, Inc.
November 26, 2013
Page 2

 Exhibit 5.1

2. Please supplementally undertake to file as an exhibit to the registration statement, prior to
any takedown of the shelf offering, an unqualified opinion of counsel as to the legality of
the takedown. See Section II.B.2.a of Staff Legal Bulletin No. 19 and Question 212.05 in
our Compliance and Disclosure Interpretations (Securities Act Rule s).

3. We note the assumptions  in the last paragraph o n page 2 of the legal opinion. In
particular , we note that counsel has assumed that the company is duly organized, validly
existing and in good standing . We also note that counsel has assumed the current
reservation of a sufficient number of shares. Counsel may not assume material facts
underlying the opinion or any readily ascertainable facts . Please have counsel revise the
opinion accordingly.  See Section II.B.3.a of Staff Legal Bulletin No. 19.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its man agement 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 comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 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 t o 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 effect iveness 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 acceleration 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 relate 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.

Peter H. Nielsen
Bio-Path Holdings, Inc.
November 26, 2013
Page 3

 Please contact Sta ff Attorney, Jennifer López,  at (202) 551 -3792, Legal Branch Chief,
Dietrich King at (202) 551 -338 or me at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director