SecProbe.io

Mail Stop 4720          March 11, 2010  Eugene Seymour Chief Executive Officer and Acting Financial Officer
Nanoviricides, Inc. 135 Wood Street Suite 205 West Haven, Connecticut 06516
 Re: Nanoviricides, Inc.
  Registration Statement on Form S-3
  Filed March 4, 2010
  File No. 333-165221

Dear Mr. Seymour:

We have limited our review of the above referenced registration statement to only
those issues identified herein.  Where indicated, we think you should provide additional disclosure in response to these comment.  If you disagree, we will consider your explanation as to why our comments are in applicable or additi onal disclosure 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 comments or any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Form S-3 filed March 4, 2010

Incorporation of Certain Docu ments by Reference, page 19
1. We note that the list of documents to be  incorporated by reference into the filing
does not incorporate by re ference the following:
• Form 8-K (Items 1.01, 3.02 and 9.01) filed July 10, 2009; and
• Form 8-K (Items  1.01, 3.02 and 9.01)  filed October 5, 2009.
Please revise the list of documents to be  incorporated by reference on page 19 to
include these filings.

Eugene Seymour
Nanoviricides, Inc.
March 11, 2010 Page 2  Signatures, page 25

2. We note that you, as chief executive offi cer and acting chief financial officer,
have signed the Form S-3 on behalf of the registrant and in each of those
capacities, but that the filing has not b een signed by the company’s controller or
principal accounting officer as required by Form S-3.  Please amend your filing to
include the signature of the company’s c ontroller or principa l accounting officer.
If you are also the company’s controlle r or principal accounting officer, please
indicate beneath your signature that you are also si gning the Form S-3 in the
capacity of controller or principal accounti ng officer.  See Instructions 1 and 2 to
the Signatures section of Form S-3 for further information.
 Exhibit Index, page 26

3. We note that you have not indicated where th e form of indenture listed as Exhibit
4.2 is filed.  If the form of indenture has previously been filed by the company,
please revise your exhibit index to inco rporate the document by reference from a
previous filing.  If the document has not ye t been filed, please file a copy with
your amendment to the Form S-3.

* * *
  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 amendm ent and response 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 pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

Eugene Seymour
Nanoviricides, Inc. March 11, 2010 Page 3
• 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities 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 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 46 0 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 Laura Crotty at (202) 551-3563 or myself at (202) 551-3715 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
Assistant Director
 cc: Peter Campitiello, Esq.  Tarter Krinsky & Drogin LLP  1350 Broadway  New York, New York 10018