SEC Company Response from BIO-PATH HOLDINGS, INC. (BPTH) (CIK 0001133818) (BPTH) — Jan 8, 2014

BIO-PATH HOLDINGS, INC. (BPTH) (CIK 0001133818)
Date: Jan. 8, 2014 · CIK: 0001133818 · Accession: 0001144204-14-001289

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File numbers found in text: 333-192102

Date

January 8, 2014

Author

Peter H. Nielsen

Form

CORRESP

Company

BIO-PATH HOLDINGS, INC. (BPTH) (CIK 0001133818)

Letter

Securities and Exchange Commission Attn: Ms. Mara L. Ransom Registration Statement on Form S-3 File No. 333-192102

Re: Bio-Path Holdings, Inc.

Dear Ms. Ransom:

Bio-Path Holdings, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated as soon as is practicable. In connection with the Company's acceleration request, the Company acknowledges that:

1. 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;

2. 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 disclosures in the filing; and

3. the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact William R. Rohrlich, II at (281) 681-5912 once the Registration Statement is declared effective.

BIO-PATH HOLDINGS, INC.

By: /s/ Peter H. Nielsen

Peter H. Nielsen

President and Chief Executive Officer

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CORRESP
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filename1.htm

January 8, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Mara L. Ransom

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-192102

Dear Ms. Ransom:

Bio-Path Holdings,
Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
as soon as is practicable. In connection with the Company's acceleration request, the Company acknowledges that:

1.	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;

2.	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 disclosures in the filing; and

3.	the Company may
not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Please contact William
R. Rohrlich, II at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

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