SecProbe.io

February 8, 2012
 Via E-mail

Russell H. Ellison President and Chief Executive Officer Ventrus Biosciences, Inc.
99 Hudson Street, 5
th Floor
New York, New York 10013
Re: Ventrus Biosciences, Inc.
  Registration Statement on Form S-3
Filed January 31, 2012
  File No. 333-179259

Dear Mr. Ellison:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  Please respond to  this letter by amending your registration
statement and providing the requested inform ation.  Where you do not believe our comments
apply to your facts and circumstances or do not be lieve 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.
 1. Please file the form of indenture for the debt  securities in a pre-effective amendment.

2. Please amend your filing to incorporate by reference the company’s Form 8-Ks filed
March 18, 2011 and May 3, 2011.

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;

Russell H. Ellison Ventrus Biosciences, Inc. February 8, 2012 Page 2

 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.  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 Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler    Jeffrey Riedler
Assistant Director
 cc: Alexander M. Donaldson  Wyrick Robbins Yates & Ponton LLP  4101 Lake Boone Trail, Suite 300  Raleigh, North Carolina 27607