SecProbe.io

September 28, 2011
 Via E-mail

Mr. Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Novelos Therapeutics, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1/A
Filed September 14, 2011
  File No. 333-175284

Dear Mr. Palmin:

We have reviewed your amended registra tion statement and response letter filed
September 14, 2011 and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Registration Statement on Form S-1/A

 Critical Accounting Policies

Stock-based Compensation, page 26

1. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an  estimated offering price.  At that time,
please provide quantitative and qualitative di sclosures explaining the difference between
the estimated offering price and the fa ir value of each equity issuance.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. September 28, 2011 Page 2

 Business

Business of Novelos, page 27
2. Your disclosure on page 28 indicates that  the IND for LIGHT is held by Dr. Anne
Traynor at the University of  Wisconsin, who both initiates and conducts the investigation
and under whose immediate direct ion the investigational drug is administered.  Please
provide us supplemental documentation supporting:

 The filing of the IND by Dr. Traynor, and
 Anything received from the FDA regarding the initial filing of the IND and its
current status.
We may have additional comments after we  review the documentation you provide us.

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 incl udes 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
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 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. September 28, 2011 Page 3

 You may contact Frank Wyman at (202) 551-3660 or Melissa Rocha at (202) 551-3854 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any other questions.

 Sincerely,
   /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Paul Bork, Esq.
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210