SecProbe.io

September 17, 2010

I. Richard Garr
President & Chief Executive Officer
Neuralstem, Inc.
9700 Great Seneca Highway
Rockville, MD 20850

Re: Neuralstem, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Form 10-Q for the Quarterly Period Ended June 30, 2010 File No. 001-33672
 Dear Mr. Garr:

We have limited our review of your filings to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe a comment applie s to your facts and circumstances or that an
amendment is required, please tell us why in  your response.  Please furnish us a letter on
EDGAR under the form type label CORRESP th at keys your responses to our comments.

After reviewing any amendment and the info rmation provided, we may raise additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 8. Financial Statements and Supplementary Data
Notes to Financial Statements, page 36
1. You disclose on page 7 that you conduct re search and development through research
collaborations.  On the same page, you also  disclose a number of projects for which you
may be required to pay for certain costs a nd expenses incurred in  connection with the
research.  Please provide us proposed revised di sclosure to be included in future filings
that includes the significant terms of your research and de velopment agreements and any
other material agreements w ithin your notes to the fina ncial statements, including the
following:

• Payments made or future obligations unde r the arrangements, in cluding a summary of
events triggering your obligati on and the accounting treatment;
• Length of the agreements; and

I. Richard Garr
Neuralstem, Inc.
September 17, 2010
Page 2

• Termination provisions of the agreements.
 Where uncertainties prevent making a reasonable estimate of the future obligations, explain those uncertainties.
 Note 2. Stockholders’ (Deficit) Equity

Stock Warrants, page 40
2. Please tell us why you believe the fair value you have assigned to the liability classified
warrants complies with GAAP given that a Bl ack-Scholes option pricing model is not
designed to attribute fair va lue to the price protection f eatures of your warrants.
Binomial or lattice models are bett er suited to handle this feature.

Item 11.  Executive Compensation
Employment Agreements and Arrangements and Change-In-Control Arrangements, page 53

3. You describe the employment agreements between the company and CFO John Conron as well as Senior Vice President Thomas Hazel, but do not file these agreements as exhibits to your filing.  Please amend your Fo rm 10-K for the fiscal year ended December
31, 2009 to file these employment agreements as exhibits.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

• The company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• Staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

I. Richard Garr
Neuralstem, Inc.
September 17, 2010
Page 3

You may contact Staci Shannon, Staff Account ant, at (202) 551- 3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if you have any questions regarding the processing of
your response, as well as any questions regard ing comments on the financial statements and
related matters.  You may contact Rose Zukin, Staff Attorney, at (202) 551-3239 with questions
on comment four.  In this regard, do not hesitate  to contact me at (202) 551-3679 with any other
questions.
Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant