SecProbe.io

CORRESP
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filename1.htm

    formcorresp.htm

                April
      21, 2009

    VIA
EDGAR

    Mr.
Jeffrey Riedler

    U.S.
Securities and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              Re:

              NanoViricides,
      Inc.

              Preliminary
      Information Statement on Schedule
14C

              Filed
      April 8, 2009

              File
      No. 000-52318

    Dear Mr.
Riedler:

    Please be
advised that the undersigned is the duly elected Chief Executive Officer of
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
filings provided in your letter dated April 16, 2009 (the “Comment Letter”), and
to illustrate the amendments made to the filing of the Preliminary Information
Statement on Schedule 14C, filed concurrently herewith.  Our responses
follow the text of each Staff comment and are reproduced consecutively for your
convenience.

    Preliminary Information
Statement on Schedule 14C

    General

              1.

              Please
      revise your disclosure to include a discussion of your plans to issue
      blank check preferred stock. If you have no such plans for the foreseeable
      future, please revise to include a statement saying this. Please also
      include a discussion of the potential ramifications of authorizing blank
      check preferred stock on the rights and economic interests of holders of
      your common stock.

    The
Preliminary Information Statement was revised to provide the
following:

    The
Charter Amendment authorizes the issuance of ‘blank check” preferred stock with
such designations, rights and preferences as may be determined from time to time
by the board of directors. Accordingly, the board is empowered, without
stockholder approval, to issue preferred stock with whatever rates of
dividends, redemption provisions, liquidation preferences, voting rights,
conversion privileges and other characteristics as it may deem necessary.
 If any preferred stock is issued, it may adversely affect the holders
of the common stock.  For example, in a liquidation, the holders of the
preferred stock may be entitled to receive a certain amount per share of
Preferred Stock before the holders of the common stock receive any
distribution.  In addition, the holders of Preferred Stock may be
entitled to a certain number of votes per share of preferred stock and such
votes may dilute the voting rights of the holders of common stock when the
Company seeks to take corporate action.  Furthermore, preferred stock
may be issued with certain preferences over the holders of common stock with
respect to dividends or the power to approve the declaration of a
dividend.  These are only examples of how shares of Preferred Stock,
if issued, may dilute the interests of the holders of common
stock.  The Company has no present intention to issue any shares of
preferred stock, we cannot assure you that we will not do so in the
future.

    In
addition, the issuance of preferred stock may discourage, delay or prevent
a takeover of the Company.  When, in the judgment of the Board of
Directors, this action will be in the best interest of the stockholders and the
Company, such shares may be used to create voting or other impediments or to
discourage persons seeking to gain control of the Company.  Such
shares also could be privately sold to purchasers favorable to the Board of
Directors in opposing such action.  In addition, the Board of
Directors may authorize holders of a series of common or preferred stock to vote
either separately as a class or with the holders of the Company's common stock,
on any merger, sale or exchange of assets by the Company or any other
extraordinary corporate transaction.  The existence of the additional
authorized shares may have the effect of discouraging unsolicited takeover
attempts.  The issuance of new shares also may be used to dilute the
stock ownership of a person or entity seeking to obtain control of the Company
should the Board of Directors consider the action of such entity or person not
to be in the best interest of the stockholders of the Company.  The
issuance of new shares also may be used to entrench current management or deter
an attempt to replace the Board of Directors by diluting the number or rights of
shares held by individuals seeking to control the Company by obtaining a certain
number of seats on the Board of Directors.

    The
Issuer acknowledges the following statements:

              1.

              The
      Issuer is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              2.

              The
      staff comments or changes to disclosure in response to staff comments in
      the filings reviewed by the staff do not foreclose the Commission from
      taking any action with respect to the filing;
  and

              3.

              The
      Issuer 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.

    Should
you have any questions or require any further information please do not hesitate
to contact the undersigned.

    Very
truly yours,

    /s/ Eugene Seymour

    Eugene
Seymour