SecProbe.io

November 8, 2010
 Russell H. Ellison, M.D. Chief Executive Officer Ventrus Biosciences, Inc. 787 7
th Avenue, 48th Floor
New York, New York 10019
Re: Ventrus Biosciences, Inc.
Registration Statement on Form S-1 Amendment  No. 2 filed October 29, 2010
  File No. 333-168224

Dear Dr. Ellison:

We have reviewed your amended registra tion statement and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

FORM S-1

 Company Overview – General, page 2

1. We note your response to comment one.  Please expand the discussion to  clarify, if true,
that there has been no discussion with the FDA regarding VEN 307 and VEN 308 since
the discussions in 2007.  In addition, if further development of VEN 307 and VEN 308
was delayed due to lack of financia l resources please state this fact.

“We have issued convertible notes that have a maturity date of December 31, 2010…,”  page 15

2. We note your response to comment 6.  Since the requirement for the completion of the
offering by December 31 has not yet been wa ived, please expand the discussion in the
sections entitled “Use of Proceeds” on page s 10 and 37 to describe the possible use of
proceeds described in the risk factor.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 2

 Certain Relationshps and Rela ted Transactions, page 107

3. We note the reference to the Bank of Am erica line of credit due November 5, 2010.
Please update the status of this  obligation in this section a nd elsewhere in the prospectus
as may be applicable.

Financial Statements
Notes to Financial Statements
 Note 9 – Subsequent Events:

2010ior convertible notes, page F-20

4. Please refer to your response to our prior comme nt 16.  Please revise your disclosure on
page 50 and F-20 to clarify that the warrant s expire on February 26, 2015.  Your current
disclosure states that the warrants expire on March 31, 2015.

5. Your disclosure states that each warrant will be exercisable for that number of shares of
the company’s common stock equal to 70% of the principal amount of the 2010 Note.
However, your disclosure on pages F-11, F-30 and F-39 as well as in  the MD&A on page
50 states that the number of shares is equal to 50% of the principa l amount of the 2010
Note.  Please revise.

6. Please explain the difference between the fa ir value of the warrants of $1,464,000 and the
revised amount of $1,468,254 disclosed on page F-39.
 Unaudited Condensed Financial Statements

Notes to Unaudited Condensed Financial Statements
 Note 3 – Related Party Transactions:

Notes payable:, page F-28
 7. Your disclosure in this section as well as on page F-39 addresse s the conditions if a
Qualified Financing does not occur on or befo re June 30, 2012.  However, the disclosure
on pages F-11 and F-20 as well as page 50 of th e MD&A states that the date is March 31,
2012.  Please revise your disclosure to  eliminate all inconsistencies.

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.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 3

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.

 You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact John Krug, Se nior Counsel, at (202)
551-3862, or me at (202) 551-3715 with any other questions.

Sincerely,

   Jeffrey Riedler
Assistant Director
           cc: Alexander M. Donaldson, Esq.      W. David Mannheim, Esq.      Wyrick Robbins Yates & Ponton LLP      4101 Lake Boone Trail, Suite 300      Raleigh, North Carolina 27607

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 8, 2010 Page 4