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    [Bio-Path
Holdings, Inc. Letterhead]

    October
5, 2010

    VIA FACSIMILE, FEDEX AND
EDGAR

    Ms.
Jennifer Thompson

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E.

    Washington,
D.C.  20549

              Re:

              Bio-Path
      Holdings, Inc. (the “Company”)

              Form
      10-K for Fiscal Year Ended December 31,
2009

              Filed
      March 31, 2010

              File
      No. 000-53404

    Dear Ms.
Thompson:

    In
response to your letter dated September 23, 2010, we have prepared the following
response to your comments based on your consideration of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 (“2009 Form 10-K”)
filed with the Securities and Exchange Commission (the “Commission”) on March
31, 2010, File No. 000-53404.

    For your
convenience, we have reprinted staff’s comments in bold below prior to the
corresponding responses of the Company.

      Comments
and Responses:

    Form 10-K for Fiscal Year
Ended December 31, 2009

    Item 9A. Controls and
Procedures, page 41

    1.           We
note to your disclosure that your management, including your principal executive
officer, principal operations officer and principal financial officer, reviewed
and evaluated the effectiveness of your disclosure controls and procedures as of
date within ninety (90) days of the filing date of your Form
10-K.  Please note that you are required to perform this evaluation 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
officers, 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.

    Ms.
Jennifer Thompson

    October
5, 2010

    Page
2

    We have
considered the staff's comment and have amended our 2009 Form 10-K to provide
that the Company’s management reviewed and evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by the 2009 Form 10-K and to disclose the conclusions thereof by the Company’s
management.

    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, processed, summarized and reported
within the requisite time periods.  It is unclear from this disclosure
whether you determined that your disclosure controls and procedures as defined
in Exchange Act Rule 13a-15(e) were effective, as your conclusion only addresses
a partial definition of disclosure controls and procedures.  Please
revise future filings to either provide the entire definition of disclosure
controls 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 providing any part of the definition of
disclosure controls and procedures.

    We have
considered the staff's comment and will revise our future filings to either
provide the entire definition of disclosure controls and procedures in our
conclusion, similar to the disclosure in the 2009 Form 10-K, or to conclude that
our disclosure controls and procedures are effective or ineffective without
providing any part of the definition of disclosure controls and
procedures.

    * * * * *
* * *

    As
requested in your letter dated September 23, 2010, the Company acknowledges
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

    Ms.
Jennifer Thompson

    October
5, 2010

    Page
3

              ·

              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.

    Should
you have any additional questions, please contact the undersigned by phone at
(832) 971-6616.  We will be pleased to provide any additional
information that may be necessary.

                Sincerely
      yours,

                BIO-PATH
      HOLDINGS INC.

                /s/ Peter H. Nielsen

                Peter
      H. Nielsen

                President
      and Chief Executive Officer