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corresp

December 14, 2005

VIA EDGAR AND HAND DELIVERY

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C. 20549

         Re:

    Somaxon Pharmaceuticals, Inc.

Registration Statement on Form S-1

Registration No. 333-128871

Dear Mr. Riedler:

     In connection with the offering (the “Offering”) by Somaxon Pharmaceuticals, Inc. (the
"Company”) pursuant to the above-referenced Registration Statement, we are counsel to the Company.

     The managing underwriters have informed us that due to present market conditions, it would be
advisable to make the following change to the Registration Statement: reduce the proposed pricing
range of the Offering from $13.00 to $15.00 per share, as stated in the previously circulated
preliminary prospectus, to $10.00 to $12.00.

     We have advised the Company of the Commission’s position, set forth in Rules 460 and 461 and
Release No. 33-4968 under the Securities Act of 1933, that the Commission “[h]aving due regard to
the adequacy of information respecting the registrant theretofore available to the public...and to
the public interest and the protection of investors,” will not grant acceleration of a registration
statement “[w]here the form of preliminary prospectus, which has been distributed by the issuer or
underwriter, is found to be inaccurate or inadequate in any material respect.” For the reasons set
forth below, the Company and the managing underwriters, after reviewing the changes to the
preliminary prospectus set forth in the Amendment in their totality and after discussing the matter
with us and counsel to the underwriters, do not believe that the preliminary prospectus was
rendered inaccurate or inadequate in any material respect by the changes made and, therefore, do
not believe that recirculation of a preliminary prospectus is required.

     The Company has submitted Amendment No. 5 to the Registration Statement (the “Amendment”) to
the Staff today (by EDGAR), reflecting the revisions to the estimated price range for the offering.
These changes primarily affect the disclosures in the following sections of the Amendment:
“Summary—The Offering” and “Use of Proceeds.” To facilitate your review, we have attached to this
letter the pages of the Amendment that have changed as a result of the reduction in the offering
price.

December 14, 2005

Page 2

Effects of Reduction in Initial Public Offering Price

     Our analysis of the effect of the price-related changes is set forth below:

    •

    Use of Proceeds. The preliminary prospectus reflected an offering of
5,000,000 shares of common stock at a price ranging from $13.00 to $15.00 per share.
Assuming the mid-point of the range, the preliminary prospectus reflected estimated net
proceeds to the Company of approximately $63.2 million or, in the event that the
underwriters’ over-allotment option was exercised in full, approximately $73.0 million.
As set forth in the preliminary prospectus, the net proceeds were expected to be used
as follows: (i) $38 to $41 million to fund research and development activities,
including (a) approximately $20 to $23 million, to fund the continued clinical
development of SILENORtm and (b) approximately $20 to $21 million,
to fund the further development of our other clinical development programs, and (ii) of
the remaining $22 to $25 million, (a) approximately half to fund other regulatory and
development activities and (b) the other half to fund marketing, general and
administrative expenses.

    As revised, assuming the mid-point of a price range consisting of $10.00 to $12.00 per
share, the Amendment indicates the same specific uses of proceeds with the following
revised dollar amounts: Assuming the mid-point of the range, the preliminary prospectus
reflected estimated net proceeds to the Company of approximately $49.3 million or, in
the event that the underwriters’ over-allotment option was exercised in full,
approximately $57.0 million as follows: (i) $28 to $31 million to fund research and
development activities, including (a) approximately $19 to $21 million, to fund the
continued clinical development of SILENORtm and (b) approximately $7
to $12 million, to fund the further development of our other clinical development
programs, and (ii) of the remaining $18 to $21 million, (a) approximately half to fund
other regulatory and development activities and (b) the other half to fund marketing,
general and administrative expenses.

    While the Amendment indicates that the Company intends to apply fewer dollar amounts of
the net proceeds to the indicated uses, it believes that the reduction will not have a
material impact on its business, including, for example, completing the clinical trials
for its lead product candidate, SILENORtm. Similarly, the Company
continues to affirm the following statement from the preliminary prospectus relating to
liquidity and capital resources, which requires no revision as a result of the
anticipated reduction in net proceeds from the offering:

“We believe that our existing cash and investments, excluding the proceeds from
this offering, will be sufficient to meet our projected operating requirements
through at least the next twelve months.”

    Finally, the Company will continue to have the same broad discretion in the application
of the net proceeds as was initially disclosed to prospective investors in the
preliminary prospectus.

    •

    Capitalization. While the amount of cash, cash equivalents and short-term
investments disclosed in the capitalization table on page 27 of the Amendment has been
reduced, as discussed under “Use of Proceeds” above, the Company believes the lower
cash amount will not affect its liquidity and capital resources in any material
respect. In addition, the preliminary prospectus contained a footnote to the
capitalization table with sensitivity

December 14, 2005

Page 3

    analysis describing the amount of change resulting from a change in the assumed
offering price.

    •

    Dilution. The “Dilution” section and related risk factor on dilution
have been revised to indicate that $11.00 per share is the revised mid-point of the new
estimated price range. However, the change in the assumed offering price results in
less dilution per share to new investors than the estimate in the preliminary
prospectus. Furthermore, the preliminary prospectus already contained sensitivity
analysis describing the amount of change resulting from a change in the assumed
offering price.

    •

    Pro Forma As Adjusted Balance Sheet Data. The “Summary Financial Data”
section has been revised to reflect the change in the offering price. The Company is
not a party to any loan agreement or other contractual commitment or obligation that
requires a minimum asset value or compliance with financial ratios that would be
affected by the changes in the pro forma as adjusted balance sheet data. The changes
in such balance sheet data are implicit in the reduced price of the offering and do not
otherwise present new issues or challenges for the Company.

    •

    Executive Compensation. The revisions in the “Executive Compensation”
section of the Amendment reflect the reduced estimated price per share and
correspondingly reduced values in the option grant tables. The Company believes the
revisions serve only to reduce the disclosed potential compensation to its management
and would not be considered material to an investment decision.

Other Considerations

     In addition, the Company believes that a substantial majority of the shares to be sold in the
offering will be purchased by experienced institutional investors. The Company believes that these
investors are aware that a number of recent initial public offerings by other life sciences,
pharmaceutical and healthcare companies have experienced similar changes to the revisions proposed
in the Amendment after the circulation of the preliminary prospectuses for those other offerings.
In particular, the revised pricing will not come as a surprise to investors who are currently
negotiating the pricing of the offering with the Company’s managing underwriters.

     The Company also submits that recirculation of a preliminary prospectus would result in a
delay of the offering just as it is ready to be completed. Any such delay, particularly in light
of current market conditions, could jeopardize the Company’s ability to complete the offering in
the foreseeable future. Moreover, the preparation and distribution of new copies of a preliminary
prospectus would result in significant additional expense to the Company and further negatively
affect the net proceeds to the Company from the offering.

Notification of Investors

     We have been advised by the managing underwriters, that they will contact their accounts and
inform them of the reduced offering price and will convey to their accounts a free writing
prospectus containing the final offering price and the implications on “Use of Proceeds” prior to
the confirmation of purchase orders. We have been further advised by the managing underwriters
that all confirmations of purchase orders by the underwriters will be accompanied by a final
prospectus that reflects the reduced price of the Offering.

December 14, 2005

Page 4

Conclusion

     As demonstrated, the Company’s financial condition, strategy, plan of operations and goals set
forth in the preliminary prospectus contained in the Amendment are the same as those set forth in
the preliminary prospectus circulated previously, and the Company respectfully submits that no
purpose would be served by recirculating a preliminary prospectus with substantially the same
disclosures. The Company believes that no additional or revised information is contained in the
new preliminary prospectus that would be material to an investor’s decision to purchase shares of
common stock, or that any such information causes the disclosure in the circulated preliminary
prospectus to be inaccurate or inadequate in any material respect. For these and the other reasons
discussed above, the Company believes that recirculation of a preliminary prospectus reflecting the
decrease in the initial public offering price is not required.

     Based upon the foregoing, we are of the opinion that the proposed reduction in offering price
and other revisions discussed above do not require recirculation of the preliminary prospectus
under Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, or Rule 15c2-8
promulgated under the Securities Exchange Act of 1934, as amended.

     Davis Polk & Wardwell, counsel to the underwriters of the Offering, have informed us that they
concur with our opinion that recirculation of the preliminary prospectus is not required.

     If you have any question or comments concerning the foregoing, please do not hesitate to call
Cheston J. Larson at (858) 523-5435 or John J. Huber at (202) 637-2242.

    Very truly yours,

    /s/ Cheston J. Larson

    Cheston J. Larson

    of LATHAM & WATKINS LLP

    cc:

    Michael Reedich, Esq., U.S. Securities and Exchange Commission

Zafar Hasan, Esq., U.S. Securities and Exchange Commission

Kenneth M. Cohen, Somaxon Pharmaceuticals, Inc.

John J. Huber, Esq., Latham & Watkins LLP

Scott N. Wolfe, Esq., Latham & Watkins LLP

Bruce K. Dallas, Esq., Davis Polk & Wardwell