SecProbe.io

February 7, 2007

Mail Stop 6010

John S. Kovach
Chairman and Chief Executive Officer
Lixte Biotechnology Holdings, Inc.
248 Route 25A, No. 2
East Setauket, NY 11733

Re: Lixte Biotechnology Holdings, Inc.
Amendment No. 2 to Form SB-2
Filed January 23, 2007
  File No. 333-137208

Dear Mr. Kovach:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.

Amendment No. 2 to Form SB-2
1. Due to your name change, when you use the shortened name “Lixte” throughout
your document, it is unclear whether you are referring to your company or the
company you acquired in the reverse me rger.  Please revi se throughout your
document so your disclosure is clear from context.

Shares Eligible for Future Sale, page 16
2. If the “former stockholder of  Lixte” to which you issued all of the shares in the
reverse merger is your CEO, please say so  directly here and each place in your
document where you refer to issuing sh ares in the reverse merger.

John S. Kovach
Lixte Biotechnology Holdings, Inc.
February 7, 2007 Page 2

Business, page 28

Intellectual Property, page 29
3. Your revision in response to prior co mment 7 continues to summarize the opinion
of an expert.  Therefore, we reissue the comment.
4. We note your response to comment 6.  Th at comment sought disclosure of the
material terms of the agreement you were  negotiating with the NIH relating to
commercial rights to certain inventions.  Your added disclosure under “Access to
Clinical Materials” appears to relate to a different agreement.  We reissue
comment 6 in our letter to you dated December 15, 2006.

Government Regulation, page 34
5. We note your added disclosure in resp onse to prior comment 8.  Please expand
your disclosure to clarify the nature, extent and duration of the FDA approval
process.

Scientific Advisory Committee, page 37
6. We note your response to prior comment 10; however, this disclosure continues to
appear in the section of your prospectus  where you discuss your management.
Therefore, we reissue the comment.

Executive Compensation, page 38
7. Please update your disclosure to incl ude all required ex ecutive compensation
information for your last completed fiscal  year.  Please ensure that your updated
disclosure is in complian ce with Release No. 33-8732A.

Security Ownership, page 39
8. We note the disclaimer in footnote 2.  If securities are beneficially owned as
defined in Regulation S-B It em 403, you must include them in the table, even if
ownership is disclaimed.  Please revise.

Selling Stockholders, page 41
9. We note your response to prior comment 40 and reissue the comment.  Please see
telephone interpretation 4S under Regulation S-K in the Manual of Publicly
Available Telephone Interpretations  (March 1999 Supplement) available on our
website.  If you cannot provide  the required information regarding the individuals

John S. Kovach
Lixte Biotechnology Holdings, Inc.
February 7, 2007 Page 3
who beneficially own the shares held by the entities listed in the table, those
entities should be removed as selling sh areholders and the related shares should
be removed from the registration statement.

Financial Statements
10. We note your response to prior comment 14.  However, if the financial statements
need to be “read in conjunction with” disc losure in a Form 8-K, it is unclear how
the disclosure in this registration statement is complete without inappropriate incorporation by reference.

Recent Sales of Unregister ed Securities, page II-2
11. We note your response to comment 17.  Please explain:
• Why you have not disclosed in Item 26 (Recent Sales of Unregistered
Securities) the May 17, 2006 transaction mentioned in Appendix B;
• Why over four million shares were returned in the reverse merger; and
• Why you issued the 4,005,177 shares  in the reverse merger.

Undertakings, page II-4
12. We note your response to prior comment  18.  However, because the selling
stockholders might engage in transactions that indicate that th ey are in substance
primary transactions, you should include the undertaking.  Therefore, we reissue
the comment.

Exhibits
13. Please file complete exhibits with all atta chments.  For example, it appears that
Appendix A is missing from exhibit 10.2.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.

John S. Kovach
Lixte Biotechnology Holdings, Inc.
February 7, 2007 Page 4

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact David Bu rton at (202) 551-3626 or Jay Webb at (202) 551-3603
if you have questions regarding comments on the financial statements and related
matters.  Please contact Eduardo Aleman at (202) 551-3646 or me at (202) 551-3617 with
any other questions.

     S i n c e r e l y ,

     R u s s e l l  M a n c u s o
Branch Chief

cc(via facsimile):  David Ficksman – Troy & Gould, P.C.