SecProbe.io

August 5, 2010

Joshua Kazam
Chief Executive Officer
Nile Therapeutics, Inc.
4 West 4th Ave. Suite 400
San Mateo, California 94402
Re: Nile Therapeutics, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 3, 2010 File No. 001-34058
 Dear Mr. Kazam:

We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your document.  In our comment, we ask
you to amend your filing.

Please respond to this letter within te n business days by amending your filing, or by
advising us when you will amend your filing.  If you do not believe that an amendment is
necessary based on your facts and circumstances, please tell us why in your response.  Please
furnish us a letter on EDGAR under the form type label CORRESP that keys your response to
our comment.

After reviewing any amendment to your filing and the information you provide in response to
this comment, we may have additional comments.

Item 9A(T).  Controls and Procedures
Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 55

1. Please amend your filing to address the following:
• You disclose that your disclosure contro ls and procedures are designed based on
criteria established in Internal Contro l – Integrated framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, or COSO
Framework.  Please revise to state, if true, that your internal c ontrols over financial
reporting are designed based on the criteria  established by the Internal Control –
Integrated framework issued by the Comm ittee of Sponsoring Or ganizations of the
Treadway Commission, or COSO Framework.  Refer to Item 308(a)(2) of Regulation
S-K.
• You disclose that you believe that your pr esent internal control program has been
effective at a reasonable a ssurance level to ensure that  your financial reporting has
not been materially misstated.  Please revise  to state, if true, that you assessed the
effectiveness of your internal control over financial reporting as of the end of your

Joshua Kazam
Nile Therapeutics, Inc.
August 5, 2010
Page 2

most recent fiscal year, and state whether in ternal control over financial reporting was
effective as of that date.  Refer to Item 308(a)(3) of Regulation S-K.
• You disclose that you will review, and wher e necessary, enhance your internal control
design and documentation, management review , and ongoing risk as sessment as part
of your internal control program, including implementing the requirements of Section
404 of the Sarbanes-Oxley Act of 2002.  Pl ease clarify exactly what requirements
your company had not implemented as of December 31, 2009.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management 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.

In responding to our comment, 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 Staci Shannon, Staff Account ant, at (202) 551-3374 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have questions regardi ng this comment.  In
this regard, do not hesitate to contact me  at (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant