SecProbe.io

January 12, 2016

Via E -mail
James Caruso
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  December 18, 2015
  File No.  333-208638

Dear Mr. Caruso :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments 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, w e may have  additional comments.

The Offering, page 4

1. We note that you intend to offer an as -yet-undetermined number of shares of common
stock. We further note that, pursuant to the definitive proxy statement on Schedule 14A
you filed  on January 7, 2016, you  intend to hold a s pecial meeting of stockholders on
February 8, 2016 to enable you to effect a reverse stock split that will ensure you have a
sufficient number of authorized but unissued shares to complete this offering. Please
confirm that you will not request acceleration of the effective date of your registration
statement until you have obtained shareholder approval of and subsequently undertaken a
reverse stock split  such that you will have sufficient authorized shares to conduct the
offering.

James Caruso
Cellectar Biosciences, Inc.
January 12, 2016
Page 2

 Exhibit Index

2. We note that you intend to f ile your opinion of counsel ( exhibit  5.1) by amendment.
Please confirm that you will file this opinion prior to requesting acceleration of the
effective  date of your registration statement.

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 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a c ompany’s disclosure, 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 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 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 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 statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

James Caruso
Cellectar Biosciences, Inc.
January 12, 2016
Page 3

 You may conta ct Scot Foley at (202) 551 -3383, Mary Beth Breslin at (202) 551 -3625 or
me at (202) 551 -3675 with any questions.

Sincerely,

        /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210