SecProbe.io

CORRESP
1
filename1.htm

                  4
      West 4th
      Ave. Suite 400

                  San
      Mateo, CA 94402

                  (650)
      458-2670  Tel.

                  (415)
      875-7075  Fax

    August 9,
2010

    VIA
EDGAR

    Mr. Jim
B. Rosenberg

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E.

    Washington,
D.C. 20549

              Re:

              Nile
      Therapeutics, Inc. (the “Company”)

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

              Filed
      March 3, 2010

              File
      No. 001-34058

    Dear Mr.
Rosenberg:

    On behalf
of the Company, this letter is being submitted in response to the letter dated
August 5, 2010 from the Securities and Exchange Commission (the “Commission”) in which the staff
of the Commission (the “Staff”) commented on the Form
10-K.

    For the
Staff’s convenience, the Staff’s comments have been stated below in their
entirety, with the Company’s responses to a particular comment set out
immediately underneath it. The headings and numbered paragraphs in this letter
correspond to the headings and numbered paragraphs in the comment letter from
the Staff.

    Item 9A(T). Controls and
Procedures

    Managements Annual Report on
Internal Control Over Financial Reporting, page 55

    1.           Please
amend your filing to address the following:

              ·

              You disclose that your
      disclosure controls and procedures are designed based on criteria
      established in Internal Control – 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
      controls over financial reporting are designed based on the criteria
      established by the Internal Control – Integrated framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission, or COSO
      Framework. Refer to Item 308(a)(2) of Regulation
    S-K.

    Jim B.
Rosenberg

    August 9,
2010

    Page
2

    The Company confirms that its internal
controls over financial reporting are designed based on the criteria established
by the Internal Control framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  The Company also represents
that it will conform its disclosure in this regard in future
reports.

              ·

              You disclose that you believe
      that your present internal control program has been effective at a
      reasonable assurance 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 most recent fiscal year, and
      state whether internal control over financial reporting was effective as
      of that date.  Refer to Item 308(a)(3) of Regulation
      S-K.

    The
Company represents that, under the supervision and with the participation its
management, including its Chief Executive Officer and Chief Financial Officer,
it conducted an assessment of the effectiveness of the Company’s internal
control over financial reporting based on the criteria established by the
Internal Control framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and that, based on such assessment, the Company’s
management concluded that its internal control over financial reporting was
effective as of December 31, 2009.  The Company also represents that
it will make such disclosure in its future reports.

              ·

              You disclose that you will
      review, and where necessary, enhance your internal control design and
      documentation, management review, and ongoing risk assessment as part of
      your internal control program, including implementing the requirements of
      Section 404 of the Sarbanes-Oxley Act of 2002.  Please clarify
      what requirements your company had not implemented as of December 31,
      2009.

    The Company was only referring to the
fact that its internal control over financial reporting had not been attested to
by its auditors and that its auditors did not provide, and the Company did not
include in its Form 10-K, an attestation report on the Company’s internal
control over financial reporting, in accordance with Item 308(b) of Regulation
S-K.  As a smaller reporting company, the Company was not, of course,
subject to the requirements of Item 308(b).  The Company will, to the
extent true and to the extent Item 308(b) continues not to apply to the Company,
make clear in its future filings that its annual report does not include an
attestation report from its auditors and that the Company was not required to
include such a report.

    Jim B.
Rosenberg

    August 9,
2010

    Page
3

    *   *   *

      On behalf
of the Company, it hereby acknowledges the following:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; 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.

    Please contact the undersigned at (650)
458-2678, or Christopher Melsha, the Company’s counsel, at (612) 492-7369, if
you have any questions with respect to the responses contained in this
letter.

                Very
      truly yours,

                Nile
      Therapeutics, Inc.

                /s/
      Daron Evans

                Daron
      Evans

                Chief
      Financial Officer

              cc:

              Ms.
      Staci Shannon

    Mr. Joshua A. Kazam

    Mr. Christopher J. Melsha,
Esq.