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Mail Stop 6010         June 12, 2008   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA  02458
Re: Novelos Therapeutics, Inc.
 Registration Statement on Form S-1  Filed June 3, 2008  File Number 333-151396
Dear Mr. Palmin:

This is to advise you that we have limited our review of th e 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form S-1

 Information Incorporated by Reference, page 39

1. We note that you are incorporating by re ference to your 2007 Form 10-K in lieu of
providing the required financial statements and re lated disclosure in the text of the Form
S-1.  However, it is unclear whether you m eet the requirements of  Section VII of the
Instructions to the Form S-1, which requires, among other things, that  a registrant is not
and has not been during the last three years a “registrant for an offe ring of penny stock.”
More specifically, we note th at the last reported sale pr ice of your common stock on

June 2, 2008 was $.60 per share.  We also note that you registered a secondary offering of
up to $12 million of common stock on Form SB-2 (File No. 333-143263), which was declared effective in September 2007. It appe ars the sale price of your common stock on
the date prior to your filing of pre-effectiv e amendment number 3 to the Form SB-2 was
$.74 per share.  Please provide us with a deta iled analysis as to why you believe you are
eligible to incorporate by reference the items required by Form S-1.  In the alternative, please amend your filing to include in the Fo rm S-1, all of the required items, including
your audited financial statements  and related disclosure.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with ma rked 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 c over letter on EDGAR under the form type label
CORRESP.  Please understand th at 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 comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.       Notwithstanding our comments, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.  Please contact Song Brandon at (202) 551-3621, or  me at (202) 551-3715 with any other
questions.         S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Paul Bork, Esq.    Foley Hoag LLP   155 Seaport Boulevard  Boston, MA  02110