SecProbe.io

October 4, 2012

Via E -mail
Daniel P. Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, California 92130

Re: MEI Pharma, Inc.
  Registration Statement on Form S -3
Filed  September 21, 2012
  File No.  333-184011

Dear Mr. Gold :

We have limited our review of your  registration statement to those issues we hav e
addressed in our comment.   In our comment, we ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information.   Where you do not
believe our comment appl ies to your facts and circumstance s please tell us why in your response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

1. We note that, in addition to the 1,174,536 shares of common stock issued to the
selling stockholder pursu ant to the Asset Purchase Agreement, you are attempting to
register the resale of 1,390,464 shares of common stock that are issuable upon the
achievement of certain clinical and regulatory milestones.  Please provide your legal
analysis  as to why the 1,390,464 s hares of common stock are ripe for registration.
We note that you are attempting to register the resale of such shares when they have
not yet been issued and may never be outstanding if the clinical and regulatory
milestones set forth in the Asset Purchas e Agreement do not occur or if you pay the
“Phase 3 Milestone Event” payment entirely in cash.

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 the information the  Securities Act of 1933 and
all applicable Securities Act rules require.   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 hav e made.

Daniel P. Gold
MEI Pharma, Inc.
October 4, 2012
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pu rsuant 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 filin g 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registrati on statement as 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 securi ties specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551-3203  or me at
(202) 551 -3575 with any  questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey Riedler
Assistant Director

cc: Via E -mail
 Finnbarr D. Murphy, Esq.
 Morgan, Lewis & Bockius LLP
 101 Park Avenue
 New York, New York 10178