SecProbe.io

Mail Stop 4720          December 29, 2009   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1/A
  Filed December 7, 2009
  File No. 333-161922

Dear Mr. Palmin:

We have reviewed your December 7, 2009 response to our October 8, 2009
comment letter and have the following addi tional comments.  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 revision is
unnecessary.  Please be as detailed as necessary in your explanation.
  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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1/A filed December 7, 2009

General

1. We note your response to our prior comment  1 relating to the treatment of your
transaction as a primary offering.  Howeve r, given the nature and size of the
offering—in particular, the fact that the sh ares you are registering total more than
120% of the shares held by non-affiliates —the offering appears to be a primary
offering. Therefore, unless you revise the na ture and/or size of this offering, you
will need to do the following:

• file a registration statement for the “resale” offering at the time of each

Harry S. Palmin
Novelos Therapeutics, Inc.
December 29, 2009 Page 2
conversion of preferred stock or exer cise of warrants because you are not
eligible to conduct the offering on a delayed or continuous basis under
Rule 415(a)(1)(x);
• register the transaction on the form you are eligible to use to register the
transaction as a primary offering;
• identify the selling shareholders as  underwriters in the registration
statement; and
• include the price at which the underw riters will sell the securities.

2. We note your response to our prior comme nts 4 and 5; however, it appears that
you have not provided the information reque sted by the fourth sub-bullet point in
each comment, namely:  the combined mark et price of the total number of shares
underlying the Series E Preferred Stock or warrants, calculated by using the
market price per share on the date of the sale of the Series E Preferred Stock and
the total possible shares underlying the Series E Preferred Stock or warrants.
Please provide this information for the securities underlying both the Series E
Preferred Stock and the warrants.  Also, please revise your re gistration statement
to include the completed tables.

3. Please confirm that the substance of your response to our prior comment 6,
including all dollar amounts in the provided table, is disclosed in the registration
statement.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.   Notwithstanding our comments, in the ev ent 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

Harry S. Palmin
Novelos Therapeutics, Inc. December 29, 2009 Page 3
filing effective, it does not foreclose th e 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 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 staff comments a nd the declaration of effectiveness as a
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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Laura Crotty at (202)  551-3563 or Daniel Greenspan, Special
Counsel, at (202) 551-3623 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r
Assistant Director
 cc: Paul Bork, Esq.  Foley Hoag LLP  155 Seaport Boulevard  Boston, Massachusetts 02110