SecProbe.io

July 31, 2017
Chad Kolean
Vice President and Chief Financial Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Cellectar Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2017
File No. 001-36598Re:
Dear Mr. Kolean:
We have limited our review of your filing to the issues we have addressed in our
comment.
Please respond to this comment letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 26, 2017
General
1. We note your disclosure that you filed a Certificate of Amendment with the Delaware
Secretary of State following the 2017 Annual Meeting increasing the number of
authorized shares of common stock. We also note your disclosure that if the Special
Meeting Proposal does not receive the requisite vote to ratify the approval of the
Amendment, the Board will consider "whether to implement a plan to conserve shares
and assess any further actions that may be appropriate."  Please expand your disclosure to
clarify the legal consequence of the vote in the event that you do not receive the requisite
vote to ratify the approval of the Amendment. For instance, state whether you will revert
to having 40,000,000 shares of authorized common stock.

Chad Kolean
Cellectar Biosciences, Inc.
July 31, 2017
Page 2

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Irene Paik at (202) 551-6553 or Mary Beth Breslin at (202) 551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sarah Fortt, Vinson & Elkins LLP