SecProbe.io

June 9, 2011
 Stephen T. Lundy Chief Executive Officer and President AspenBio Pharma, Inc. 1585 S. Perry Street Castle Rock, Colorado 80104
 Re: AspenBio Pharma, Inc.
  Preliminary Proxy Statement
 Filed June 1, 2011   File No. 001-33675

Dear Mr. Lundy:
We have limited our review of your filing to the issue we have addressed in our comment
below.  Please respond to this letter by am ending your filing and providing the requested
information.  Where you do not believe our commen t 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 and the info rmation you provide in response to this
comment, we may have additional comments.  Proposal Three, page 33

1. Please revise your disclosure to describe any plans, arrangements or understandings,
written or oral, relating to th e issuance of any of the newly authorized shares that would
be available as a result of the proposed revers e stock split.  If you have no such plans,
arrangements or understandings, please revise  your disclosure to so state.

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 connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and

Stephen T. Lundy
AspenBio Pharma, Inc. June 9, 2011 Page 2

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please feel free to contact Laura Crotty at  (202) 551-3563 or me at (202) 551-3715 with
any questions.
Sincerely,

Jeffrey P. Riedler Assistant Director