SecProbe.io

December 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. 4 filed December 6, 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.4

 Notes to Financial Statements

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

1. Please refer to your response to comment three.   We note that you have disclosed that the
amount of pro forma weighted average sh ares outstanding is 1,829,323.  Using this
amount it would result in a pro forma net loss per share of ap proximately $(2.48).  Please
revise your disclosure or explain the di fference between this amount and the amount
disclosed on the statement of operations of $(4.88).  Furthermore, please tell us how you
computed the principal amount of convertible notes of $5,615,201.
 Notes to Unaudited Condensed Financial Statements

Note 10 – Pro Forma Loss Per Share, page F-39

2. We note that you have disclosed that the am ount of pro forma weighted average shares
outstanding was 2,388,579.  Using this amount it w ould result in a pro forma net loss per

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

 share of approximately $(2.48).  Please revise  your disclosure or explain the difference
between this amount and the amount disclosed on the statement of operations of $(2.53).
In addition, please tell us how  you computed the principal amount of convertible notes of
$7,520,591.

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.  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