SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  September 17, 2009   Peter M. Strumph Chief Executive Officer Nile Therapeutics, Inc.  115 Sansome Street Suite #310 San Francisco, CA 94104
Re: Nile Therapeutics, Inc.
 Form 10-K and 10-K/A for the Year Ended December 31, 2008  Filed March 12, 2009 and April 23, 2009  File No. 001-34058

Dear Mr. Strumph:

We have reviewed your filings and have the following comments.

Where indicated, we think you should revise your Form 10-K in response to these
comments.  If you disagree, we will consider  your explanation as to why a comment is
inapplicable or a revision is unnecessary.  In our comments, we ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, 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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Item 1. Business
Our Product Candidates, page 4
License Agreements, page 6

1. For each of the Mayo License Agreement and the CU-NP Mayo License Agreement, please expand your disclosure  to include the amount of aggregate

Peter M. Strumph
Nile Therapeutics, Inc.
September 17, 2009 Page 2
potential milestone payments you may be required to make, the cash payments made to date, the amount of the annual maintenance fee, term and termination provisions and the percentage of net sa les you must pay for licensed products.
Please also file each of these agreemen ts as an exhibit to your Form 10-K or
provide us with an analysis supporting your  determination that these agreements
are not material to your business.
 Form 10-K/A

 Item 10. Directors, Executive Officer s and Corporate Governance, page 4

Audit Committee, page 12

2. Please include the information require d by Item 407(d)(5) of Regulation S-K
regarding the Audit Committee Financial E xpert in your future filings.  You are
required to disclose whether your board of  directors has determined that you have
at least one audit committee financial e xpert serving on your audit committee.
Identify the financial expert and state whether such person is independent, as
defined by applicable listing standards.  If you do not have an audit committee financial expert serving on your audit co mmittee, please specifically state that you
do not.

*    *    *    *

Please amend your Form 10-K and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   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
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 co mments, please provide, in your letter, 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

Peter M. Strumph
Nile Therapeutics, Inc.  September 17, 2009 Page 3
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 comment on your filing.
Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director