SecProbe.io

April 10, 2012
 Via E-Mail

Ramin Najafi, Ph.D. Chief Executive Officer NovaBay Pharmaceuticals, Inc.
5980 Horton Street, Suite 550
Emeryville, CA 94608
Re: NovaBay Pharmaceuticals, Inc.
Registration Statement on Form S-3 Filed March 29, 2012
  File No. 333-180460

Dear Dr. Najafi:
 We have limited our review of your regist ration statement to the pending confidential
treatment request you submitted in conjunction with this filing.  We  will not be in a position to
declare this filing effective unt il we have completed our revi ew of the related confidential
treatment request.
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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Ramin Najafi, Ph.D. NovaBay Pharmaceuticals, Inc. April 10, 2012 Page 2

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler    Jeffrey Riedler
Assistant Director