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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 15, 2008   Mr. Richard Donnelly Chief Executive Officer  AspenBio Pharma, Inc. 1585 South Perry Street Castle Rock, CO  80104
Re: AspenBio Pharma, Inc.
Form 10-KSB for the Period Ended December 31, 2007 Form 10-Q for the Quarterly Period Ended September 30, 2008
 File No. 001-33675

Dear Mr. Donnelly:

We have reviewed the above filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  In our comments, we
ask you to provide us with information to  better understand your disclosure. Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.

 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  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 10-KSB for the Fiscal Year Ended December 31, 2007

Management’s Discussion and Anal ysis or Plan of Operations

 Results of Operations, page 25

 1. You disclose that you recorded “an allowance of approximately $43,000 for
certain recombinant animal products in process where sales of such finished
goods prior to FDA approval have been voluntarily suspended by the Company.”
Please explain to us what product(s) comprise the $43,000 allowance and clarify

Mr. Richard Donnelly
AspenBio Pharma, Inc. December 15, 2008 Page 2
 for us whether you sold any of these produc ts prior to FDA approval, and if so,
how this is legally possible.  In your re sponse, please explain to us how you could
sell EquiPure LH when you indicate on page 6 that this product is on hold at the
FDA.  In this regard, it is apparent fro m disclosure in Exhibit 99.1 to a Form 8-K
dated April 9, 2007 that your EquiPure LH has generated modest revenues
through sales by your marketing partner, Bioniche.

Form 10-Q for the Quarterly Period Ended September 30, 2008

Condensed Financial Statements

 Statements of Cash Flows, page 5

 2. Please revise your cash flow statements to present your cash flows from trading
securities as an investi ng activity or explain to us  why your presentation is
appropriate and reference for us the authoritative literature you rely upon to
support your position.  In this regard, it a ppears that the effectiveness of SFAS
159 has amended paragraph 18 of SFAS 115 to no longer require that trading
securities be automatically classified as operating cash fl ow activities, but instead
be classified based on the nature an d purpose for which the securities were
acquired.

Notes to Condensed Financial Statements, page 6

 3. Please provide us the fair value disc losures as required under paragraphs 32
through 35 of SAFS 157 or tell us wher e you have provided the disclosures.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations, page 13

 4. Your discussion appears to identify variati ons in various statem ent of operations
captions, but does not appear to explain th e underlying causes of these variations.
For example, your disclosure that in creases in stock-based compensation,
employee costs, legal public company e xpenses, non-income taxes, travel and
insurance are the result of higher levels  of activity does not explain why you were
engaged in increased levels of activity.  Please revise your disclosure to discuss
the underlying cause(s) for these increases.
 5. In light of the recent fluctuations in the financial market and the increase in your
investment securities, please revise your discussions to better explain the risks and
uncertainties surrounding these investment s.  Your discussions should include:
a. The description of the Board approved investment policy;
b. The breakout of your investments by t ype.  If you only invest in equity
securities, you may provide the breakout by the same investment

Mr. Richard Donnelly
AspenBio Pharma, Inc. December 15, 2008 Page 3
 diversification criteria utilized in making the investment decisions (e.g.
industry type, market cap, gross revenues, etc);
c. The discussion of any significant concentration of credit risk;
d. The gross acquisitions, disburseme nts, gains, and losses; and,
e. A sensitivity analysis of the reasonably likely effects on net income,
financial position and liquidity of any known trends, events or
uncertainties, including changes in equity values.
 6. Please expand your disclosure by referring to  the Division of Co rporation Finance
“Current Issues and Rulemaking Project s Quarterly Update” under section VIII –
Industry Specific Issues – Accounting a nd Disclosure by Companies Engaged in
Research and Development Activities.  You can find it at the following website
address: http://www.sec.gov/divisions/ corpfin/cfcrq032001.htm#secviii
.

Please disclose the following information for each of your major research and
development projects:

a. The costs incurred during each period presented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete the
project;
c. The anticipated completion dates;
d. The risks and uncertainties associated with completing development on
schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and finally
e. The period in which material net cash in flows from significant projects are
expected to commence.
 Regarding a., if you do not maintain a ny research and development costs by
project, disclose that fact and explai n why management does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.
Regarding b. and c., disclose the amount or range of estimated  costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose t hose facts and circumstances indicating the
uncertainties that preclude you fr om making a reasonable estimate.
 Quantitative and Qualitative Di sclosures About Market Risk

 7. You identify yourself on your cover page as a non-accelerated filer.  Please revise
your filing to provide the information require d by Part I Item 3 of Form 10-Q or
demonstrate to us that you are a smalle r reporting company under Item 10(f) of
Regulation S-K.

*    *    *    *

Mr. Richard Donnelly
AspenBio Pharma, Inc. December 15, 2008 Page 4

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish 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
• 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 Kei Ino, Staff Accountant,  at (202) 551-3659 or  Mark Brunhofer,
Senior Staff Accountant, at  (202) 551-3638, if you have questions regarding these
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant