SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 6010

         December 4, 2008

John Conron
Chief Financial Officer
Neuralstem, Inc.
9700 Great Seneca Highway
Rockville, MD 20850

Re:   Neuralstem, Inc.
 Form 10-KSB for the Fiscal Year Ended December 31, 2007
 Filed March 27, 2008
 File Number:  001-33672

Dear Mr. Conron:

We have reviewed your filings and have the following comment. We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your documents.  Please provide us the
supplemental information requested below.  After reviewing the information provided,
we may raise additional comments and/or  request that you amend your filing.

 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB for the fiscal year ended December 31, 2007

Report of Independent Registered Public Accounting Firm, page F-1
1. Please confirm that you received a signe d audit report by Stegman & Company as
required by Rule 2-02(a) of Regulation S-X and Rule 232.302 of Regulation S-T and
tell us whether you will include a signed  audit report in your future filings.

John Conron
Neuralstem, Inc. December 4, 2008 Page 2
 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comment.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 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 comment, please provide , in your letter, 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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement 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 comment on your filing.

You may contact Dana Ha rtz, Staff Accountant, at (202) 551-3648 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have any questions regarding the
comment.  In this regard, do not hesi tate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant