SecProbe.io

November 22, 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. 3 filed November 16, 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 Amendment No.3

 Capitalization, page 39

 1. Please refer to your response to comment 36 in  your response letter dated October 4, 2010.
Please revise your disclosure to clarify that th e pro forma information reflects the effects of
the beneficial conversion charge.
2. Your disclosure of the number of shares of authorized common stock of 50,000,000 as of
September 30, 2010 does not agree with the 25,00 0,000 shares authorized disclosed on the
face of the interim balance sheet on page F-22.   It appears that the increase in the number of
authorized shares was a result of the Amende d and Restated Certifi cate of Incorporation
dated November 11, 2010.  Please revise to disclo se the number of author ized shares as of
the balance sheet date or tell us your basis to  retroactively restate th e number of authorized
shares.

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 22, 2010 Page 2

Notes to Financial Statements

 Note 10 – Pro Forma Loss Per Share, page F-21

3. Please revise your disclosure to quantify the amount of outstanding notes and accrued
interest converted into 1,325,760 shares of common stock and disclose the total amount
of the pro forma weighted average shares out standing used to calculate the pro forma loss
per share.
 4. Please tell us how you concluded it was appropriate to includ e the issuance of shares to
S.L.A. Pharma in the calculation of pro forma loss per share.
 5. Please remove the reverse stock split listed as one of the adjustments to the pro forma net
loss per share since the financia l statements already give retr oactive effect to the reverse
stock split or explain to us why this is  disclosed as one of the adjustments.
 6. The above comments also apply to Note 8 to the interim fi nancial statements.
 Notes to Unaudited Condensed Financial Statements

Note 4 – Stockholders’ Deficiency:
Common stock options a nd warrants, page F-32

7. We note that on page 10 and in other areas throughout the filing, the amount of shares
issuable upon the exercise of warrants held  by Paramount Credit Partners, LLC has now
been disclosed as 96,800.  Please confirm whet her this updated amount has been reflected
in the table for warrant activity.

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:

Dr. Russell H. Ellison Ventrus Biosciences, Inc. November 22, 2010 Page 3

 • 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