SecProbe.io

June 2 , 2014

Via E -mail
Simon Pedder, Ph.D.
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716

Re: Cellectar Biosciences , Inc.
  Registration Statement on Form S-1
Filed May 19 , 2014
  File No. 333 -196091

Dear Dr. Pedder :

We have limited our review of your registration statement to those issues we have
addressed in our comments below.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Cover Page

1. Please amend your registration statement to also register the “combinations ” being
offered , as these appear  to be the functional equivalent of units .

2. Prior to going effective, please file an amendment to your registration sta tement to
specify the total number of combinations  to be offered.  Although Rule 430A of the
Securities Act of 1933 permits registrants to omit certain pricing -related information
from a registration statement that is declared effective, your filing must include the
amount of securities to be offered, as well as other mat erial information not related to
pricing, in a pre -effective amendment.  For further guidance, refer to Question 227.02 of
the Securities Act Rules Compliance & Disclosure Interpretations.

3. Please amend your registration statement to file the legal opini on of Foley Hoag LLP as
soon as it is available.   We may have further comments upon review of this opinion.

Simon Pedder, Ph.D.
Cellectar Biosciences, Inc.
June 2 , 2014
Page 2

 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 Sec urities 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 have made.

Notwithstanding our comments, in th e 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 pursuant 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 filing effective, does not relieve the company fro m 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 initiated 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 registration 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 securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenso n at (202) 551 -3192, Dan Greenspan at (202) 551 -3623 ,
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Paul Bork , Esq.
Foley Hoag  LLP