SecProbe.io

November 5, 2012

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

Re: Nanoviricides, Inc.
  Registration Statement on Form S-3
Filed  October 26, 2012
  File No.  333-184626

Dear Dr. Seymour :

We have limited our review of your registration statement to the issue w e have addressed
in our comment below .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment appl ies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have  additional comments.

Item 16.  Exhibits

1. In order to qualify your indenture under the T rust Indenture Act of 1939 you must have a
form of indenture on file at time of ef fectiveness of the registration statement.  Please file
by pre -effective amendment a form of indenture as an exhibit to your registration
statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to b e certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledgi ng that:

Dr. Eugene Seymour
Nanoviricides, Inc.
November 5, 2012
Page 2

 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;

 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 comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Karen Ubell at (202) 551 -3873 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Peter Campitiello, Esq.
Kane Kessler, P.C.