SecProbe.io

March 29, 2012

Via E-mail
Eugene Seymour, M.D. Chief Executive Officer and
Interim Chief Financial Officer and Director
Nanoviricides, Inc.
135 Wood Street, Suite 205
West Haven, CT 06516

Re: Nanoviricides, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2011
 Filed October 13, 2011
File No. 000-52318

Dear Dr. Seymour:

We have reviewed your filing and have the following comments.
  Please respond to this letter within 10 business days by providing us the requested
information and amending your filing or by advi sing us when you will provide the requested
response.  If you do not believe that a comment a pplies to your facts and circumstances, please
tell us why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Based on the information included in the c over page of the June 30, 2011 Form 10-K it
appears that you no longer qualify as a sma ller reporting company.  Please explain why
you have continued to report as  a smaller reporting compan y for the quarterly periods
ended September 30, 2011 and December 31, 2011.  Please confirm to us, if true, that
there are no material omissions as a result of  reporting as a sma ller reporting company
rather than not reporting as a smaller comp any in your Forms 10-Q for each of these two
quarters.  Further, confirm to us that you will no longer report as a smaller reporting
company in future filings.
 Item 9A(T). Controls and Procedures

Evaluation of Disclosure Cont rols and Procedures, page 95

2. Please revise your disclosure to clarify the basis for management concluding that your
disclosure controls and procedur es were effective in light of  the conclusion that internal

Eugene Seymour, M.D.
Nanoviricides, Inc.
March 29, 2012
Page 2

 control over financial repo rting was not effective.
 Management’s Report on Internal Cont rol Over Financial Reporting, page 96

3. Please clarify the statement in this secti on that “we determined that there were no
material weaknesses in our in ternal control over financial reporting as of June 30, 2011”
since you reference a material weakness under the section ‘Changes in Internal Control
Over Financial Reporting’.

4. Please include management’s conclusion rega rding the effectiveness of the company’s
internal control over financia l reporting in this section ra ther than under the section
‘Changes in Internal Control over Financia l Reporting’ as requir ed under Item 308 of
Regulation S-K.
Notes to Financial Statements

Note 4 – Related Party Transactions, page F-52

5. We note that your disclosure on page F-35 of  the Form 10-K for the fiscal year ended
June 30, 2010 states “the Company evaluated its relationship with TheraCour Pharma,
Inc. for purposes of Section 810-10 of the FASB Accounting Standards Codification, and
concluded that TheraCour Pharma, Inc. is not a variable interest entity that is subject to
consolidation in the Company’ s financial statements under S ection 810-10”.  It appears
your conclusion did not cha nge at June 30, 2011.  Please provide us your analysis
supporting your conclusion that TheraCour Pharma , Inc. is not a variable interest entity
subject to consolidation in compliance with ASC 810-10.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities 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
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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.

Eugene Seymour, M.D.
Nanoviricides, Inc.
March 29, 2012
Page 3

 You may contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Lisa
Vanjoske, Assistant Chief Accountant, at (202)  551-3614 if you have any questions regarding
the comments.  In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant