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Mail Stop 6010          February 12, 2008   Tod Woolf, Ph.D.  Chief Executive Officer  RXi Pharmaceuticals Corporation  One Innovation Drive  Worcester, Massachusetts 01605
 Re: RXi Pharmaceuticals Corporation
  Registration Statement on Form S-1/A
  Filed February 1, 2008
  File No. 333-147009

Dear Dr. Woolf:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. In your next amendment, please revise your registration fee table to reflect the fee
calculated in connection with the registra tion of the offer and sale of the common
stock being distributed in the spin-off and the common stock being offered for
resale in the Award and Resale prosp ectuses.  The fee regarding the shares
distributed in the spin-off should be calculated using book value in accordance with Rule 457(f)(2) and th e fee regarding the remaining shares being offered

Tod Woolf, Ph.D.
RXi Pharmaceuticals Corporation  February 12, 2008 Page 2
should be calculated in accordance w ith Rule 457(a) derived from bona fide
offering price range which will be reflected on the cover page of the Resale Prospectus.  Please revise accordingly.
 Resale Prospectus

2. We note that you have included a price range of $10 to $20 per share until your
shares are quoted on the NASDAQ Capital Ma rket.  Please note that your price
range must be bone fide. We interpret this  to mean that your range may not exceed
$2 if you price below $20 and 10% if  you price above $20.  Please revise
accordingly.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Sasha Parikh at (202)  551-3627 or Mark Brunhofer at (202)
551-3638 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Jennifer Riegel at (202) 551-3575, Michael Reedich,
Special Counsel, at (202) 551-3612 or me at (202) 551-3715 with any other questions.
          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Marc Rubenstein, Esq.
Ropes & Gray LLP One International Place Boston, MA 02110-2624