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CORRESP
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Novelos
Therapeutics, Inc.
One Gateway Center, Suite 504
Newton, MA
02458

Via EDGAR Submission

October  27,
2006

Ms.  Amy  C.  Bruckner

Staff Accountant
 Division of Corporate Finance – Mail Stop
6010
United States Securities and Exchange Commission

Washington, D.C. 20549

Dear Ms.
Bruckner:

This letter responds to the comments contained in your
letter dated October  24,  2006 addressed to the
undersigned concerning Item 4.02(a) of our Current Report on Form 8-K
filed October  24,  2006 (the
‘‘8-K’’). For your convenience we have
listed each comment and provided a response immediately below.

Comment 1

Please tell us whether you have
reconsidered, in accordance with Item 307 of Regulation S-B, the
adequacy of your previous assertions in your September
30,  2005 Form 10-QSB and December  31, 2005 Form 10-KSB
regarding your disclosure controls and procedures, particularly in
light of the restatement issue that you have described in this 8-K.

Response

During October  2006 we
reconsidered our previous assertions contained in our Form 10-QSB for
the quarter ended September  30,  2005 and our Form 10-KSB
for the year ended December  31,  2005 regarding our
disclosure controls and procedures. As a result of the restatement
described in the 8-K, we have determined that a material weakness
existed in our internal controls over financial reporting with respect
to the identification of and accounting for the beneficial conversion
feature of the preferred stock financing transaction. Due to this
material weakness in internal control over financial reporting, we have
now concluded that, as of September  30,  2005 and
December  31,  2005, our disclosure controls and procedures
were not effective at the reasonable assurance level.

Regarding
the material weakness in internal control over financial reporting
described above, in the fourth quarter of 2005 we identified the need
to establish the full-time position of Director of Finance. At that
time, we began discussions regarding permanent employment with a
consultant who had provided part-time finance and accounting services
to us for several years. Over the course of the next two months, this
individual worked to complete outstanding consulting engagements with a
view to becoming a full-time Novelos employee during the first quarter
of 2006. In February  2006 it became apparent to us that this
individual would be unable to accept this full-time role. We then
renewed our search and upgraded the required qualifications for a
suitable candidate. In April, 2006 we identified a candidate who is a
CPA with extensive experience at a ‘‘big
four’’ public accounting firm as well as substantial
public company experience at the management level in the areas of
finance and accounting, including the accounting for and reporting of
complex financial transactions. In May  2006, the candidate began
performing consulting services for us on a part-time basis and in
June  2006 the candidate accepted the position of Director of
Finance and Controller. Shortly after beginning employment, this
individual began an internal review of our historical financing
transactions. It was during the course of this review that the error
requiring the restatement was discovered. The Director of Finance and
Controller is performing a major role in ensuring the accuracy and
completeness of our financial reporting and the effectiveness of our
disclosure controls and procedures. We believe that the addition of
this individual in this key position has remediated the material
weakness in internal control over financial reporting described
above.

Accordingly, we will revise our evaluation
of controls and procedures in the amended Form 10-QSB for the quarter
ended September  30,  2005 and the amended Form 10-KSB for
the year ended December  31,  2005 and currently date the
certifications of the Chief Executive Officer and Chief Financial
Officer as required.

Comment 2

Please
also provide us with an estimated time-frame as to when you intend to
file the Form 10-QSB/A for the period ended September  30,
2005 and the Form 10-KSB/A for the year ended December
31,  2005.

Response

We anticipate
that the amended Form 10-QSB/A and amended Form 10-KSB/A will be filed
by November  3,  2006.

As requested in your
letter, Novelos Therapeutics, Inc. hereby acknowledges that:

•
the company is responsible for the adequacy
and accuracy of the disclosure in the filing;

•
staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking
any action with respect to the filing;
and

•
the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

If you have any questions, please call the undersigned at
(617) 244-1616, ext. 11.

Sincerely,

Novelos
Therapeutics,
Inc.

By:

/s/
Harry S. Palmin

Harry S.
Palmin

President and Chief Executive
Officer