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CORRESP
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      NanoViricides, Inc. Corresp 02-14-2007

      LEVY
        & BOONSHOFT, P.C.

      ATTORNEYS
        AT LAW

      477
        Madison
        Avenue

      New
        York,
        New York 10022

      (212)
        751-1414

      Facsimile:
        (212) 751-6943

      February
        14, 2006

      Via
        EDGAR and OVERNIGHT DELIVERY

      Mr.
        Jeffrey Riedler

      Assistant
        Director

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      100
        F
        Street, N.E.

      Mail
        Stop
        6010

      Washington
        DC 20549

                Re:

                NanoViricides,
                  Inc.

      Amendment
        No. 1 to the Form 10-SB12G filed on January 17, 2007

      File
        No
        0-52318

      Dear
        Mr.
        Riedler:

      Please
        be
        advised that this firm is special securities counsel to NanoViricides, Inc.,
        the
        above-referenced issuer (the “Issuer”). This letter is in response to the
        comments of the Staff of the U.S. Securities and Exchange Commission (the
        “Commission”) with respect to the above-referenced filing provided in your
        letter dated February 2, 2007 (the “Comment Letter”). The purpose of this
        correspondence is to illustrate these changes to the Commission and provide
        explanation, where necessary. Revisions and additions to the Registration
        Statement will be shown in strikethrough and underlined format for convenience.
        Our responses follow the text of each Staff comment reproduced consecutively
        for
        your convenience.

      Form
        10-SB12G / Amendment No. 1

      General

      1.    In
        your
        response letter, please state our comment and then explain each change that
        has
        been made in response to a comment. In addition, you should also reference
        each
        page number in which disclosure has been revised in response to a comment
        so
        that we can easily place your revised disclosure in its proper
        context.

      The
        Issuer will indicate the appropriate revisions within this
        correspondence.

      Securities
        and Exchange Commission

      February
        14, 2007

      Page
        2
of
        21

      2.    We
        note your response to comment 43 relating to your intention to submit a
        confidential treatment application for Exhibit A pursuant to Rule 406. Please
        note that because you have filed Exhibit A as part of an Exchange Act document,
        you should seek confidential treatment under Rule 24b-2 of the Exchange Act.
        Additionally, please note that comments related to your request for confidential
        treatment will be delivered under separate cover. Please be advised that
        we will
        not be in a position to consider notifying you that we have no further comments
        on your Form 10-SB until we resolve all issues concerning the confidential
        treatment request.

      The
        Issuer has sought confidential treatment under separate cover.

      Preliminary
        Efficacy Study, page 7

      3.    We
        note your response to comment 11 and your revised disclosure and reissue
        the
        comment in part. Our comment also sought for you to quantify the results
        to the
        extent possible for studies where you indicate that preclinical testing has
        shown efficacy. For example, in this section, we note you provide the efficacy
        results related to a drug related to common influenza. Please revise your
        disclosure to provide quantified disclosure such as the number of test subjects
        you used as well as p value or other statistical analysis you conducted to
        determine the efficacy of the particular study. Similarly, we note your
        discussion in the section entitled “Preliminary Cell Culture Studies against
        H5N1 Avian Influenza,” on page 7 where you discuss your preclinical testing of
        various nanoviricides related to the treatment of H5N1. You do not provide
        any
        quantified disclosure in terms of the number of subjects you used or whether
        you
        used any statistical analysis. Please revise the above referenced sections
        as
        well as throughout the document where you discuss preclinical testing showing
        efficacy to disclose the results of the preclinical studies, including the
        number of test subjects, what your test group comprised of and whether your
        results were subject to any statistical analysis.

      Preliminary
        Efficacy Study

      A
        nanoviricide drug was made using a well-known compound that has known efficacy
        against common influenza. This nanoviricide and the free compound were tested
        along with appropriate controls in mice infected with very high levels of
        a
        common influenza virus called H1N1. The results indicated that the efficacy
        of
        the nanoviricide was approximately 50 Times (5,000%) better than that of
        the
        free compound.

      This
        study indicated that the efficacy of a known virus-binding compound can be
        enhanced to extremely high levels by using the nanoviricides technology.
        We had
        predicted such strong efficacy improvements theoretically. Further work will
        be
        necessary to substantiate that such an effect is seen across a wide range
        of
        compounds.

      Securities
        and Exchange Commission

      February
        14, 2007

      Page 3
        of
        21

      The
        preclinical animal testing, done to study the efficacy (effectiveness) of
        the
        test nanoviricide (anti-human influenza, H1N1) compound, revealed potential
        for
        development for the reasons delineated below. Three separate and distinct
        sets of experiments were performed to address different questions regarding
        efficacy.

      The
        first
        set of experiments was conducted in five different groups of ten mice to
        test
        efficacy of the nanoviricide compounds against H1N1 strain influenza with
        ten
        animals per group for statistical significance. All animals were given known
        lethal doses of H1N1 human influenza virus. In all of these groups, at
        least 60% or more of the animals survived when treated with the active
        anti-H1N1 nanoviricide compound compared to those animals which
        were administered only a saline (non-therapeutic, inert)
        solution.

      The next
        set of experiments was conducted to determine the destruction/protection
        of the
        animal organs. There were also ten animals in each of five groups. Lethal
        doses
        of H1N1 were also administered. The active compound protected the organs so
        that there were no histological (microscopic tissue) changes to the internal
        organs of the treated animals. Highly significant tissue damage was found
        in the
        internal organs of the unprotected groups.

      A
        third
        set of experiments was performed, again on five separate groups each containing
        ten animals where the viral load was determined in the animals. The findings
        revealed that the viral load (number of viral particles per cubic millimeter)
        in
        the treated animals was significantly lower than that found in the control
        animals.

      These
        initial animal findings suggested that the test nanoviricide compound was
        an
        effective treatment for human influenza in mice and that the concept of using
        a
        nanoviricide as a treatment for certain viral illnesses was a valid one and
        was
        deserving of further study. In more scientific terms, the statistical test
        was
        met for validity of the findings and these findings could be considered
        statistically significant. Thus, in statistical terms, one could say that
        the
        null hypothesis, that is the statistical likelihood that the observed results
        were not due to chance but to the effect of the drug, was proven.

      The
        section entitled “Preliminary Cell Culture Studies Against H5N1 Avian Influenza”
on page 8 was amended to quantify the number of subjects used and statistical
        analysis, as follows:

      The
        pre-clinical, laboratory testing of various test nanoviricides against H5N1
        in
        Vietnam was conducted in the following manner. Five "plates" each containing
        96
        culture wells were utilized. Different amounts of virus were placed in the
        wells
        along with differing concentrations of the 12 test compounds and their
        positive and negative controls.

      Securities
        and Exchange Commission

      February
        14, 2007

      Page 4
        of
        21

        As
          a test case, we have developed and evaluated the safety and efficacy of
          nanoviricides against common influenza and H5N1, one of the highly pathogenic
          avian influenzas and a current pandemic threat.
          In vitro
(laboratory)
          evaluation of 14 substances, including controls, was performed to evaluate
          protection of mammalian cells against infection by the H5N1 subtype. These
          assays were conducted in Vietnam under the auspices of the National Institute
          of
          Hygiene and Epidemiology, Hanoi (NIHE) under the Vietnam Ministry of Health.
          We
          identified four different nanoviricides as being highly effective against
          H5N1
          using two different assays, both involving cell culture, one using the
          plaque
          reduction method and the other involving microscopic examination, to determine
          the extent of cytopathic events (CPE) reduction. All of these nanoviricides
          were
          effective at extremely low concentrations and many of them are considered
          drug
          candidates.

        The
          four different nanoviricides were selected on the basis of the statistical
          test
          called the p-value.(explained below). The p-values for these four compounds
          were
          p<.003 which meant that there was a high statistical probability that these
          results were due to the effect of the test nanoviricides and not to chance.
          Thus
          the "null hypothesis" is proven and the results can be considered statistically
          significant

        The
          most
          successful of these was a nanoviricide based on an antibody fragment as
          the
          targeting ligand, which led to substantial suppression of CPE at an
          extraordinarily low concentration level. This is being developed as
          AviFluCide-I™, a drug highly specific to H5N1 that is being developed against
          the Vietnam strain. We currently believe that it is very likely to work
          against
          the Indonesian strain although further studies will be required to determine
          its
          efficacy against various highly pathogenic strains of influenza. If it fails to
          work against the Indonesia 2006 strain, further development may become
          necessary.

        Another
          nanoviricide which is based on a ligand that we designed in-house to be
          specific
          to the group of all or a majority of highly pathogenic avian influenza
          (HPAI)
          viruses, also showed a very high efficacy. This is being developed as
“AviFluCide-HP™”, a drug designed to be group-specific against emergent and
          existing highly pathogenic influenza viruses (including H5N1, H7N3 and
          others).
          Non-H5N1 HPAI (non-pathogenic avian influenza) strains could also become
          a
          pandemic threat as can all influenza A viruses since they all have the
          ability
          to mutate. It is well known that influenza strains drift constantly due
          to
          mutation, ressortment or recombination events leading to failure of
          vaccines.

        Preliminary
          analysis of the H5N1 preclinical in vitro studies completed in Vietnam
          showed
          that many nanoviricide™ candidates were effective at as low as 5-nanomolar
          concentration levels in cell culture experiments. Typically, an early
          developmental drug that proves effective at concentrations less than 500
          nanomolars is considered a strong candidate for FDA approval as an
“Investigational New Drug (IND)” applicant.

        A
          third
          nanoviricide is based on a ligand that we designed for attacking all influenza
          A
          viruses (type-level specificity) has shown strong efficacy against H5N1
          as well.
          This is being developed as “FluCide-I™”, a drug designed primarily for use
          against serious cases of human influenza.

        Securities
          and Exchange Commission

        February
          14, 2007

        Page 5
          of
          21

      Preliminary
        Efficacy Studies in Vivo, page 8

      4.    We
        note your
        response to comment 12 and your revised disclosure to this section where
        you
        disclose the p value related to common influenza strain H1N1 and your reference
        to the wikipedia.org website where investors may obtain the definition of
        the p
        value. The definition of what a p value measures should be discussed in the
        text
        of your document. Additionally, please further explain what it means to have
        p
        value less than .003. Please revise your disclosure
        accordingly.

      The
        Registration Statement was revised to include the definition of “p-value” in the
        Glossary on page 4 as follows:

      P-Value:
        In
        statistical hypothesis testing, the p-value
        is
        the
        probability of obtaining a result at least as extreme as that obtained, assuming
        the truth of the null hypothesis that the finding was the result of chance
        alone. The
        fact that p-values are based on this assumption is crucial to their correct
        interpretation.

      More
        technically, the p-value of an observed value observed of some random variable
        T
        used as a test statistic is the probability that, given that the null hypothesis
        true, T will assume a value as or more unfavorable to the null hypothesis
        as the
        observed value observed. “More unfavorable to the null hypothesis can in some
        cases mean greater than, in some cases less than and in some cases further
        away
        from a specified center.

      Additionally,
        the Registration Statement was revised to describe the significance of a
        p-Value
        of less than .003, on page 8 Preliminary Efficacy Studies in Vivo, as
        follows:

      In
        statistics, a result is called significant if it is unlikely to have occurred
        by
        chance. "A statistically significant difference" simply means there is
        statistical evidence that there is a difference; it does not mean the difference
        is necessarily large, important or significant in the usual sense of the
        word.

      In
        traditional frequentist statistical hypothesis testing, the significance
        level
        of a test is the maximum probability, assuming the null hypothesis, that
        the
        statistic would be observed. Hence, the significance level