SecProbe.io

October 4 , 2013

Via E -mail
Daron Evans
Chief Financial Officer
Nile Therapeutics, Inc.
63 Bovet Rd., Suite 421
San Mateo, California 94402

Re: Nile Therapeutics , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed September 27, 2013
File No. 00 1-34058

Dear Mr. Evans :

We have limited our rev iew of your filing to the issue  addressed in the following
comment .

Please respond to this letter by amending your filing and providing the requested
information .  If you do not believe our comment  applies 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 filing and the information yo u provide in
response to our comment , we may have  additional comments.

Proposal No. 1: Approval o f Amendment of Certificate of Incorporation to Effect a Reverse
Stock Split and Share Reduction , page 43

We note your disclosure that you r propo sed reverse stock split will have the effect of
providing an increased number of shares available for issuance , thereby providing you with a
sufficient number of authorized shares to allow you to issue shares to stockholders of Capricor ,
Inc. in connection  with your merger with Capircor .  Please disclose whether you currently have,
or do not have, any plans with respect to the  increased number of authorized shares of common
stock available for issuance in excess of those issuable in connection with the merg er.  If such
plans exist, please disclose all material information.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Daron Evans
Nile Therapeutics, Inc .
October 4 , 2013
Page 2

  In responding to our comments, 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 Uni ted States.

Please contact  Amy Reischauer at (202) 551 -3793, Daniel Greenspan at (202) 551 -3623,
or me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Christopher J. Melsha
Fredrikson &  Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402