SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

							September 16, 2005

Gary S. Jacob
Chief Executive Officer
Callisto Pharmaceuticals, Inc.
420 Lexington Avenue, Suite 1609
New York, NY  10170

Re:	Callisto Pharmaceuticals, Inc.
	Registration Statement on Form S-3
	File Number 333-128254

Dear Mr. Jacob:

      This is to advise you that we have limited our review of the
above referenced registration statement to only the issues
identified
below.  Where indicated, we think you should revise your document
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

      Please understand that the purpose of our review 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 comments 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 S-3

Incorporation of Documents by Reference, page 5
1. Please revise to specifically incorporate by reference your
initial Form 10-K filed on March 30, 2005.
2. Please revise to include the dates in which the periodic
reports
you incorporate by reference were filed with the Commission.
3. In addition, when incorporating information by reference,
please
include the file number of such previously filed document.  See
Rule
411(d) of Regulation C.

Selling Stockholders, page 17
4. Please tell us whether any of the selling stockholders is a
broker-dealer or an affiliate of a broker-dealer.  If any selling
shareholders are registered broker-dealers, please revise to
identify
such parties as underwriters.  The only exception to this position
is
if the selling shareholder received the shares as underwriting
compensation. If any of the selling shareholders are affiliates of
broker-dealers, please revise to state that the selling
shareholder
received the shares in the ordinary course of business and has not
agreement to directly or indirectly engage in a distribution of
the
shares.  If a selling shareholder is not able to make such
representations, then revise to identify such selling shareholder
as
an underwriter.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 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;

* 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 disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Song Brandon at (202) 551-3621or me at (202)
551-3710 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc:	Jeffrey J. Fessler, Esq.
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas, 21st Floor
	New York, NY  10018

??

??

??

??

1

</TEXT>
</DOCUMENT>