SecProbe.io

Mail Stop 6010         January 11, 2008   Dr. Eugene Seymour Chief Executive and Financial Officer NanoViricides, Inc. 135 Wood Street, Suite 205 West Haven, CT  06516
Re: NanoViricides, Inc.
 Registration Statement on Form SB-2  Filed January 4, 2008  File Number 333-148471
Dear Dr. Seymour:

We have reviewed your filing and have the fo llowing comments.  Where indicated, we think
you should revise your document in response to thes e comments.  If you disagree, we will consider
your explanation as to why our comments are inapp licable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.    Form SB-2

1. In an appropriate place in your prospectus, please provide descriptions of the private
placement transactions pursuant to which you sold  securities to the selling shareholders listed
in the filing.

2. We note that it appears that one of the selling shareholders, DKR Saturn Event Driven
Holding Fund Ltd., is an affiliate of a broker-d ealer.  Please confirm to us that you have
determined for each selling stockholder whether th at selling stockholder is a broker-dealer or
an affiliate of a broker-dealer.

3. For each selling stockholder who is a broker-dealer , please revise the prospectus to state that
such selling stockholder is an underwriter with respect to these securities.  An exception to
this requirement is recognized wh en the broker-dealer receives the securities as compensation
for underwriting activities.

Dr. Eugene Seymour
NanoViricides, Inc. January 11, 2008 Page 2
4. For each selling stockholder who is an affiliate of a broker-dealer, please revise the prospectus
to state that:
• such selling stockholder purchased or will purchase the securities in the ordinary
course of business, and
• at the time of purchase of such securities,  the selling stockholder had or will have no
agreement or understandings, directly or indi rectly, with any person to distribute such
securities or any securities issu able upon conversion or exercise.
In the alternative, for each such broke r-dealer affiliate who cannot make these
representations, please state that  they are underwriters within the meaning of the Securities
Act of 1933.

5. Please revise your filing to provide executive co mpensation disclosure for the fiscal year
ended December 31, 2007.

6. Please revise your filing to reflect that Dr. E ugene Seymour is signing in his capacity as the
Chief Executive and Financial Officer, the c ontroller or principal accounting officer, and
director.  The Form SB-2 requires the small busin ess issuer, its principal executive officer, its
principal financial officer, its controller or principal accoun ting officer and at least the
majority of the board of directors to sign the registration statement.  Any person who occupies
more than one of the positions required to sign the filing shall indicate each  capacity in which
he or she signs the registration statement.

* * *

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.   Notwithstanding our comments, in the even t 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 pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

Dr. Eugene Seymour
NanoViricides, Inc. January 11, 2008 Page 3
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

• the company may not assert this action 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 advised th at the Division of Enforcement has access to all information
you provide to the staff of the Divi sion of Corporation Finance in c onnection 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 a confirmation of the fact that those requesting acceleration are aw are of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.    Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions.
        S i n c e r e l y ,            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: Peter Campitiello, Esq.  Tarter Krinsky & Drogin LLP  1350 Broadway  New York, NY 10018