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Mail Stop 4720          April 19, 2010  I. Richard Garr President and Chief Executive Officer Neuralstem, Inc.  9700 Great Seneca Highway Rockville, MD 20850
 Re: Neuralstem, Inc.
  Registration Statement on Form S-3
  Filed April 9, 2010
  File No. 333-165973
 Dear Mr. Garr:   We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comments are inapplicable or a revision is  unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
  General

 1. We note your disclosure in footnote 1 to th e registration fee table that pursuant to
Rule 416, the registration statement also covers additional co mmon shares that
may be offered to prevent dilution as a re sult of stock splits, stock dividends or
that may be required for delivery upon exer cise of any warrants as a result of anti-
dilution provisions. Rule 416(a) involves the registration of additional securities
“being offered or issued to prevent di lution resulting from stock splits, stock
dividends or similar transactions.”  Pleas e revise to remove the shares “that may

I. Richard Garr
Neuralstem, Inc.  April 19, 2010 Page 2

be required for delivery upon exercise of any warrants as a result of anti-dilution
provisions” as they do not appear  to be covered by Rule 416.
  Selling Shareholders – Replacement Warrants, page 11

 2. We note that you appear to have conducte d two exchanges of warrants relating to
three classes of warrants.   Please tell us why you do not believe that the
exchanges were subject to Rule 13e-4 relati ng to issuer tender offers.  For further
guidance, refer to the Heritage Entertainment, Inc. lett er, dated April 10,
1987.

* * *
  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 amendment 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.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

I. Richard Garr
Neuralstem, Inc.  April 19, 2010 Page 3
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
  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 460 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.
  Please contact Nandini Acharya at (202) 551-3495, Daniel Duchovny, Office of
Mergers and Acquisitions at (202) 551-3619 or  me at (202) 551-3715 with any questions.

Sincerely,
           J e f f r e y  P .  R i e d l e r
        A s s i s t a n t  D i r e c t o r
   cc: Raul Silvestre, Esq.
Silvestre Law Group, P.C.  31200 Via Colinas, Suite 200 Westlake Village, CA 91362