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CORRESP
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Correspondence

October 13, 2006

Via Facsimile and Federal
Express

Ms. Mary K. Fraser
 Division of
Corporation Finance
United States Securities and Exchange Commission
 450 Fifth Street,
N.W.
Mail Stop 6010
Washington, D.C.  20549

         Re:
AspenBio
Pharma, Inc.
 Form SB-2 Registration Statement
                 Filed
September 20, 2006
     File No. 333-137504

Dear Ms. Fraser:

        On
behalf of our client, AspenBio Pharma, Inc. (“AspenBio” or the “Company”),
set forth below is the Company’s response to the Securities and Exchange Commission
(the “SEC”) staff comment provided in your letter, dated October 4, 2006.

Comment:
Given the nature and size of the transaction being registered, advise the staff of the
company’s basis for determining that the transaction is appropriately characterized
as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i).

        The
Company respectfully submits that the transaction being registered is a true secondary
offering and should not be viewed as a primary offering on behalf of the Company. An
analysis of the transaction under Securities Act Section 415, no. 29 of the SEC’s
Telephone Interpretations Manual supports the Company’s position.

        The
Selling Shareholders Ownership of the Securities.   All but 2,255,000 of the securities
registered were issued to the selling shareholders under three private placements that
occurred in 2004 (“the 2004 Offering”), May to July 2005 (the “2005
Offering”) and April to May 2006 (the “2006 Offering”), (collectively, the
“Offerings”). Of the remaining 2,255,000, the warrants and/or options for
2,005,000 of the shares were issued prior to 2005. The remaining 250,000 options and/or
warrants were issued in December 2005. Therefore, the selling shareholders have held the
securities for at least four months, although most of the selling shareholders have held
their securities for a substantially longer period of time.

Ms. Mary K. Fraser
 October 13, 2006

Page 2

        Although
the Company filed the Registration Statement on September 21, 2006, there are no
guarantees that the selling shareholders will be able to sell their shares within any
period of time or at any particular price. The selling shareholders retain the sole right
to decide when to sell their shares and at what price.

        Circumstances
Under Which the Securities Were Acquired.   Most of the selling shareholders acquired
the securities in the 2004, 2005 and 2006 Offerings described in Form 8-Ks dated September
7, 2004, May 6, 2005, July 12, 2005, and May 9, 2006. As a condition to participating in
the Offerings, the selling shareholders represented that they were accredited investors
and they were acquiring the shares for their own account and without a view to a
distribution. These terms, among other terms included in the subscription agreements,
illustrate that the selling shareholders are not acting merely as conduits for the
Company. Of the total selling shareholder amounts in this registration statement, the
securities sold in these Offerings represent almost 90%.

        The
terms of the Offerings, including certain grants of registration rights, were approved by
the unanimous vote of the Company’s board of directors. A more comprehensive summary
of the circumstances surrounding the Offerings is as follows:

The
Company conducted a private placement of unregistered securities (“Units”)
totaling an aggregate of $2,535,000, with $1,247,500, having closed on July 21, 2004 and
$1,287,500, having closed on August 19, 2004. Each Unit sold consisted of 20,000 common
shares and 20,000 warrants exercisable for three years at $1.50/ share, at a total price
of $17,500 per Unit. The offering was completed through Westminster Securities
Corporation, the Company’s placement agent for this offering and received as
commissions or fees 8% of the gross proceeds plus warrants to acquire approximately 14.5
Units exercisable at $17,500 per Unit through August, 2009. The Unit offering was
conducted in reliance on section 4(2) of the Act, Regulation D and Rule 506 promulgated
thereunder.

From
May 5, 2005 through July 8, 2005, the Company had closings of $3,497,892 under a Private
Placement of unregistered securities. For each $1,000,000 invested, the purchaser received
1,142,857 common shares and 1,142,857 warrants to purchase the same number of shares
exercisable for five years at $1.35 per share. A total of 3,997,597 shares and 3,997,597
warrants were issued in the offering, plus an additional 94,881 shares of common stock
issued to the investors as penalty shares for failure to have this registration statement
effective by October 5, 2005. The offering was made to accredited investors only. The
purpose of the private placement is to raise funds for working capital, new product
development and general corporate purposes. The offering was conducted in reliance on
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated there
under. A commission of $157,384 and warrants to acquire a total of 399,760 shares was paid
to Westminster Securities Corp., on the offering.

Ms. Mary K. Fraser
 October 13, 2006

Page 3

During
the last quarter of 2005, under the 2005 Offering agreements, we issued 190,805 additional
shares of our common stock to investors in the 2005 Offering as additional shares in
settlement for our delay in meeting certain registration requirements. The Company relied
on the exemption under section 4(2) of the Act for these share issuances. No commission or
other remuneration was paid on these issuances. On May 9, 2006, the Registrant completed
the final closing of a $2,220,000 private placement of unregistered securities, including
$1,428,000 which previously closed on April 13, 2006. A total of 1,585,714 shares were
sold at $1.40 per share in the offering. The offering was made to accredited investors
only. The purpose of the private placement was to raise funds for working capital, new
product development and general corporate purposes. The offering was conducted in reliance
on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated there
under. No commission will be paid on the offering.

        Relationship
Between the Company and the Selling Shareholders.   With the exception of the
Company’s officers, directors, employees and other consultants who participated in
the 2005 Offering, the relationship between the Company and the selling shareholders is
one of unrelated parties in arm’s length transactions. Prior to purchasing in the
Offerings, most of the selling shareholders were not affiliated with the Company. A few
selling shareholders were not affiliated with the Company but were existing shareholders.
The unaffiliated selling shareholders’ relationship with the Company was not
initiated by a desire to sell shares to the public. In fact, as a condition precedent to
the Offerings, all the selling shareholders represented to the Company that the securities
were purchased for their own account and without a view to distribution.

        All
of the Offerings were approved by the Company’s board of directors. Although a few of
the Company’s affiliates participated in the 2005 Offering, they were granted
registration rights that were identical to those granted to other investors in the
transactions. No selling shareholder that may be deemed an affiliated entity of the
Company is proposing to sell a substantial or material portion of the Company’s
outstanding shares or a substantial or material portion of their respective holdings in
the Company.

        The
following selling shareholders own the majority of the securities being registered for
resale. None of these entities is affiliated in any way with the Company. Most of the
securities listed below were purchased in the 2005 Offering. Each purchaser represented to
the Company that it purchased the securities for its own investment and not with an intent
to distribute.

Ms. Mary K. Fraser
October 13, 2006

Page 4

•
1837
Partners L.P. is registering 2,019,325 shares for resale, which represents 10.8% of the
Company’s outstanding common stock, as adjusted to account for the exercise of
warrants and options. These securities were purchased in the 2005 Offering by
Talon Opportunity Partners, L.P., then transferred in 2006 in a private transaction
between Talon and 1837 Partners, L.P.

•
Meadowbrook
Opportunity Fund LLC is registering 1,099,286 shares for resale, which represents 5.9% of
the Company’s outstanding common stock, as adjusted to account for the exercise of
warrants and options. These securities were purchased in the 2004 Offering.

•
Roaring
Fork Capital SBIC, L.P. is registering 2,196,481 shares for resale, which represents
11.5% of the Company’s outstanding common stock, as adjusted to account for the
exercise of warrants and options. These securities were purchased in the 2005 Offering.

•
The
Peierls Foundation, including its affiliates, is registering 2,044,727 shares for resale,
which represents 10.8% of the Company’s outstanding common stock, as adjusted to
account for the exercise of warrants and options. These securities were purchased in
the 2005 Offering.

•
WHI
Growth Fund Q.P., L.P., is registering 1,487,333 shares for resale, which represents 8.2%
of the Company’s outstanding common stock, as adjusted to account for the exercise
of warrants and options. These securities were purchased in the 2006 Offering.

        Four
out of the five entities listed above are long-term investors in the Company, as original
investments date back to May 2005. Further, the entities listed above are not in the
business of underwriting securities, but are in the business of private long-term
investments in companies as venture capitalists.

        Amount
of Securities Involved.   The total number of securities being registered in the
Registration Statement is about 70% of the Company’s outstanding shares; however, the
Company decided to combine the shares issued in the2004, 2005 and 2006 Offerings in one
registration statement. The Company first filed a registration statement in September
2004, which became effective in October 2004, to register the securities issued in the
2004 Offering. . The financial statements in that registration statement became stale in
late July 2005. The Company then filed a registration statement in August 2005, which
became effective in October 2005, to register the securities issued in the 2005 Offering
and unsold securities from the 2004 Offering. The financial statements in that
registration statement became stale in late July 2006, so selling shareholders have been
informed that they can no longer sell under that registration statement. As required by
Item 512(a) of Regulation S-B, the Company is in the process of de-registering the unsold
securities registered included in that registration statement.

Ms. Mary K. Fraser
 October 13, 2006

Page 5

        The
Company included the unsold securities from the 2005 registration statement in this 2006
registration statement, which is primarily the reason so many shares are included. Many
shareholders from the 2004 and 2005 Offerings did not sell under the 2005 registration
statement, although they had the ability to do so. This is further evidence of their long
term investment intent.

        Furthermore,
the number of securities issued, and the rights, limitations and obligations, if any, of
each selling shareholder, resulted from arm’s length transactions, and not from a
desire of the Company to sell shares to the public.

        The
Business of the Selling Shareholders.   The selling shareholders are not in the business
of underwriting securities. Except for Westminster Securities Corporation, which received
securities for Westminster’s services as placement agent for the Company’s
private placement in 2004 and 2005, the selling shareholders represented to the Company
that they are not broker-dealers or a member firm of the NASD. All selling shareholders
represented to the Company that they acquired the securities for their own account and
without a view to a distribution. Further, the entities that hold most of the securities
being registered (as listed above) are not in the business of underwriting securities, but
rather, these entities are engaged in the business of private long-term investments in
companies as venture capitalists.

        Receipt
of Proceeds.   The Company will not receive any proceeds from sales of the securities by
the selling shareholders, except to the extent of the cash exercise price paid upon the
exercise of warrants or options that are registered under the registration statement. All
proceeds received from the sale of the securities offered will accrue to the benefit of
the selling shareholders and not to the Company.

        Finally,
the Company believes that, under all the circumstances involved, including the amount of
time the shareholders have held the shares, the lack of a prior relationship between the
Company and the selling shareholders, and the fact that the selling shareholders are not
engaged in the business of underwriting securities, the selling shareholders are not
acting as a mere conduit for the Company. The offering by the selling shareholders of the
securities pursuant to the registration statement prospectus is, therefore, a true
secondary offering and should not be viewed as a primary offering on behalf of the
Company.

Ms. Mary K. Fraser
October 13, 2006

Page 6

        In
addition to the foregoing analysis under the telephone interpretation, the Company
believes that the offering described in the registration statement fits squarely within
the language of Rule 415. The described securities are being offered solely by persons
other than the Company (Rule 415(a)(1)(i)) and the Company will receive no benefit from
the resale of the securities. The shares of common stock included in the registration
statement that have not already been issued are issuable upon exercise of outstanding
options or warrants (as permitted by Rule 415(a)(iii)). The registration statement
includes the undertakings required by Item 512(a) of Regulation S-B (Rule 415(a)(3)).
Paragraphs 415(a)(2), (a)(4), (a)(5), (a)(6), and (b) do not apply to this offering.

        We
hope we have adequately addressed your comments. Please contact me if you need more
information.

     Sincerely,

/s/ Theresa M. Mehringer

Theresa M. Mehringer

cc:   Jeffrey McGonegal,
AspenBio Pharma, Inc.