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June 11, 2012

VIA EDGAR

United States Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Attention:
    Jim B. Rosenberg,

    Senior Assistant Chief Accountant

    Re:
    NanoViricides, Inc.

    Form 10-K for the Fiscal Year Ended June 30, 2011

    Filed October 13, 2011

    File No. 000-52318

Dear Mr. Rosenberg,

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 of NanoViricides, Inc. (the “Company”) provided in our phone conversation
on May 11, 2012 (the “Comments”). The purpose of this correspondence is to illustrate these changes to the Commission
and provide explanation, where necessary. Our responses follow the text of each Staff comment reproduced consecutively for your
convenience.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 95

1. Please amended the Form 10-K
for fiscal year ended June 30, 2011 to include the revised language provided in your response to comment 2 to state disclosure
controls and procedures were not effective. Please also amend your Forms 10-Q for September 30, 2011 and December 30, 2011 to state
that disclosure controls and procedures were not effective. Please file updated certifications.

We will revise our Form 10-K for fiscal
year ended June 30, 2011, Forms 10-Q for September 30, 2011 and December 30, 2011 to include our revised language from our response
to state that disclosure controls and procedures were not effective; and will update the certifications therein.

Management’s Report on Internal Control Over Financial
Reporting, page 96

3. Please refer to your response
to Comments 3 and 4. Please amend the Form 10-K for the fiscal year ended June 30, 2011 to include revised language in responses
for management’s internal controls in financial reporting.

We will revise our Form 10-K for fiscal
year ended June 30, 2011 to include our revised language from our response to for management’s internal controls in financial
reporting.

Notes to Financial Statements

Note 4 – Related Party Transactions, page F-52

3. Please refer to your response
to Comment 5. Please provide a more robust analysis on how you determined that TheraCour Pharma is not a variable interest entity,
refer to ASC 810-10-15-14.

The Company performed a variable interest
entity (VIE) assessment of TheraCour Pharma, Inc. (“TheraCour”) and determined that TheraCour is not a VIE under ASC
810 — Consolidation.

Under the terms and conditions of the formative
documents, including the Certificate of Incorporation, and the Bylaws of TheraCour dated September 29, 2004, all fundamental aspects
of TheraCour were designed for this entity to operate as an independent business entity to exploit certain inventions encompassing
the use of polymer chains to encapsulate a virus and/or deliver antiviral compounds to the viruses.

NanoViricides’ predecessor, NanoViricide,
Inc., was formed May 12, 2005 and entered into arm’s length licensing agreements with TheraCour that granted it exclusive
rights for the development of drugs for various viral diseases, in perpetuity, from this novel technology.

ASC 810-10-15-14 establishes the evaluation
criteria for determining whether an entity is a VIE. Following is a discussion of each of the evaluation criteria, along with our
analyses and conclusions:

A.           Sufficiency
of Equity — An entity is a VIE if the total equity at risk is not sufficient to permit the entity to finance its activities
without additional subordinated financial support. The equity investment at risk must be large enough to absorb the potential
downside variability of the entity’s activities in order to be sufficient.

Analysis — We determined that
this criterion is not met because: (1) the fair value of the total equity investment at risk of TheraCour is considered significant
at the level of approximately 50% of the fair value of total assets, (2) TheraCour has no debt or other forms of subordinated financial
support, and (3) TheraCour’s governing documents allow additional equity contributions on a pro rata basis from the equity
holders as called for by the TheraCour board of directors. Furthermore, we performed both a qualitative and quantitative analysis
along the guidelines set forth in ASC 810-10-25-45 and determined:

 · That TheraCour has demonstrated that it can finance its activities without additional subordinated
financial support ( no such support now exists)

 · TheraCour has at least as much equity invested as other entities that hold only similar assets
of similar quality in similar amounts and operate with no additional subordinated financial support; and

 · The amount of equity invested in TheraCour exceeds the estimate of TheraCour’s expected losses
based on quantitative evidence.

B.           Lack
of a Controlling Financial Interest — An entity is a VIE if, as a group, the equity investors lack any one of the following
three characteristics of control:

 · The ability to control the entity through voting rights,

 · If the group of equity holders do not have the ability to make decisions about the entity’s
activities, the entity is a VIE with respect to this characteristic

 · Equity investors are deemed to lack this criterion if voting rights are not proportional to economic
interests and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with
disproportionately fewer voting rights

 · The obligation to absorb expected losses, or

 · The rights to receive expected residual returns.

Analysis — We determined that
this criterion is not met because all of the above characteristics are present in the structure of the TheraCour entity. TheraCour’s
By Laws state that each equity holder has the right to vote its shares for election of applicants to the board of directors of
TheraCour through which they jointly control all activities of the entity. All material decisions are subject to voting control
proportional to the economic interests of the equity holders;

All material business decisions of TheraCour
must be approved by unanimous consent of all the directors. Key business decisions include:

 · Adoption of the Annual Budget, and Strategic Plan;

 · Entry into any contract ;

 · Making distributions to the equity holders;

 · Any change to the organization, governance; or

 · Any incurrence of indebtedness

Further, each investor is at risk for its
share of expected losses and each investor has the right to its pro rata share of TheraCour’s residual returns.

We also determined that other agreements
between us and TheraCour, as described below, are not variable interests. Accordingly, the equity holders as a group have the ability
to make decisions that have a significant impact on the success of the entity through the equity ownership interests and corresponding
board authorities. Nanoviricides does not have the 1) the power to direct the activities of TheraCour that most significantly affect
TheraCour’s economic performance, nor 2) the obligation to absorb the losses of TheraCour, ASC 810-10-15-14(b)(2) or the
right to receive benefits from TheraCour that could potentially be significant to TheraCour ASC 810-10-15-14(b)(3). NanoViricides,
therefore, does not have a variable or controlling financial interest in TheraCour and is thus not the Primary Beneficiary of TheraCour.
See, ASC 810-10-25-38 through 25-38G.

In conjunction with our licensing agreements
from TheraCour of certain proprietary technology, we executed two licensing agreements with TheraCour. We evaluated these licensing
agreements for possible variable interest classification and determined that the licensing agreements did not constitute a variable
interest for the following reasons:

 · The licensing agreements do not create risks that cause variability ASC 810-10-25-24;

 · The terms contained in the licensing agreements are fixed and limited to development work undertaken
at the Companies specific request and;

 · These licensing agreements were negotiated at arm’s length terms between Nanoviricides and
TheraCour and, except for proprietary technology, include services that could be contracted from third parties;

 · Nanoviricides has independently contracted with independent laboratories for studies designed to
test the efficacy of its drug candidates;

 · The payment of liabilities that arise from these licensing agreements have the same level of seniority
as other trade payables; and

 · Nanoviricides does not guarantee, nor is it at risk, for the obligations of TheraCour.

In conclusion, we believe
that TheraCour would not be considered a VIE as it otherwise does not meet the specified criteria to be considered a VIE, and that
Nanoviricides cannot , therefore, be the primary beneficiary of TheraCour.

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

Very truly yours,

/s/ Eugene Seymour

Eugene Seymour, MD, MPH,

Chief Executive Officer