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Mail Stop 6010         February 5, 2007   Mr. Richard Garr Chief Executive Officer Neuralstem, Inc. 9700 Great Seneca Highway Rockville, MD 20850

Re: Neuralstem, Inc.
 Item 4.01 Form 8-K
Filed February 2, 2007
 File No. 333-132923

Dear Mr. Garr:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
  Item 4.01

1. Please amend the first paragraph of your filing to cover the interim period from
the date of your last audited financial statements through the date your former
accountant was dismissed as required by Item 304(a)(1)(iv) of Regulation S-B.

  As appropriate, please amend your filing a nd respond to this comment within five
business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our re view.  Please furnish a cover letter with your
amendment that keys your responses to our comment and provides any requested

Mr. Richard Garr
Neuralstem, Inc. February 5, 2007 Page 2  information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after revi ewing your amendment and responses to our
comment.   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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please call me at (202) 551-3665.
        S i n c e r e l y ,            J. Todd Sherman        S t a f f  A c c o u n t a n t