SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   March 10, 2010  Eugene Seymour, M.D. Chief Executive Officer NanoViricides, Inc. 135 Wood Street, Suite 205 West Haven, Connecticut 06506
Re: NanoViricides, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2009
 Form 10-Q for the quarterly period ended December 31, 2009
 File No. 000-52318
Dear Dr. Seymour:

We have reviewed your filings and have the following comments. We think you
should revise your documents in response to these comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.

 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments 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-K For The Fiscal Year Ended June 30, 2009
General

1. We note your discussion throughout your  Form 10-K of your company’s
collaboration agreements, including pa ges 6, 24 and 64.  In these sections, you
address a number of agreements but do not disclose the material terms of such
agreements.  Nor have you filed these agr eements as exhibits to your 10-K, as
required by Item 601(b)(10) of Regulation S-K.  With respect to each of these agreements that are material to your co mpany, please discuss the material terms,
whether financial terms or otherwise, and f ile the agreement as an exhibit.  This
includes your collaborations and cont racts with the following parties:

Eugene Seymour, M.D.
NanoViricides, Inc.
March 10, 2010 Page 2
• the Centers for Disease Control and Prevention (CDC)
• the Walter Reed Army Institutes of Research (WRAIR);
• the United States Army Medical Research  Institute of Infectious Diseases
(USAMRIID);
• the United States Armed Forces Institute of Pathology (USAFIP);
• THEVAC, LLC;
• the Southern Research Institute, Inf ectious Diseases Division, Frederick,
MD (SRI-F);
• the Long Island Jewish Medical System , Feinstein Institute of Medical
Research;
• KARD Scientific, Inc.; and
• The pharmaceutical company with which you signed a Material Transfer
Agreement on February 25, 2009.

With respect to the February 25, 2009 Material Transfer Agreement, you are
required to disclose the material terms of  this agreement and file a copy as an
exhibit to the extent it is material to your company, regardless of whether the
parties have signed a confidentiality agreem ent.  If there are provisions of this
agreement that would cause potential commercial harm to your company if
released publicly, you may make a request for confidential treatment under Rule 24b-2 of the Exchange Act.  Note, however , that the identity of the counterparty
cannot be kept confidential.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 63
 Requirement for Additional Capital, page 67

2. We note that you state here that you curre ntly have sufficient cash reserves to
achieve all of your budgeted plans for the ne xt twelve months.  However, earlier
in your Risk Factor discussion, on pa ge 41, you note that you have enough
resources to fund operations for fifteen months.  Finally, in the penultimate
paragraph on page 67 you state that you can support current operations through
the next six quarters, wh ich would be eighteen months.  Please revise your
disclosure to clarify this inconsistency.
 Item 9A(T) Controls and Procedures

Management’s Report on Internal Control over Financial Reporting, page 79

3. While it appears that you ha ve conducted an evaluation of internal controls over
financial reporting, it does not appear th at you have disclosed your conclusion as
of June 30, 2009 as required by Item 308T(a)(3) of Regulation S-K.  Please
amend your filing within 10 business days to provide management’s conclusion as to the effectiveness of your intern al control over financial reporting.

Eugene Seymour, M.D.
NanoViricides, Inc.
March 10, 2010 Page 3   Item 11. Executive Compensation, page 81

4. It appears that your disclosure of  executive compensation, including your
Summary Compensation Table on page 82, is not in compliance with the current requirements of Item 402 of Regulation S-K for smaller reporting companies.  Please revise your executive compensation disclosure in accordance with Items
402(m) through 402(r) of Regulation S-K.  This includes providing the Outstanding Equity Awards at Fiscal Year-End Table, as applicable.
 Form 10-Q for the six months ending December 31, 2009

Exhibit 31.1

5. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certification under Item 601(b)(31) of Regulation S-K.  Please revise the
certification to include the introductory  language of paragraph 4 of Item
601(b)(31) of Regulation S-K to include  reference to internal controls.

   *    *    *

As appropriate, please amend your Form 10- K for the fiscal year ended June 30,
2009 and subsequent Forms 10-Q and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendments that keys your res ponses to our comments.  Detailed letters
greatly facilitate our review.  Please furnis h the cover letter to us via EDGAR under the
form type label CORRESP.  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 filings to be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that 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 co mments, 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
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

Eugene Seymour, M.D.
NanoViricides, Inc. March 10, 2010 Page 4
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please contact James Peklenk, Staff Account ant, at (202) 551-3661 or Mary Mast,
Senior Accountant, at (202) 551-3613 if you have any questi ons regarding the processing
of your response as well as any questions re garding comments on the financial statements
and related matters.  You may contact Michael  Rosenthall, Staff A ttorney, at (202) 551-
3674 or Daniel Greenspan, Special Counsel, at  (202) 551-3623 with questions on any of
the other comments.  In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant