SecProbe.io

Mail Stop 3561
July 19, 201 6

Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016

Re: Citius Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed  July 1 , 201 6
  File No.  000-55532

Dear Mr. Holubiak:

We have limited our review  of your filing to the issues addressed in the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 4, page 21

1. We note your disclosure  on page 6 regarding “a reverse stock split of the Company ’s
common stock at a specific ratio, within a range of 1 -for-8 and 1 -for-15” and the
statement on page 21 that “[d]epending  on the ratio for the Reverse Stock Split
determined by our Board of Directors, no less than eight and no more than fifteen shares
of existing common stock, as determined by our Board of Directors, will be combined
into one share of common stock.”  Please reconcile these statements  with the disclosure s
throughout the proxy statement  that the outer limit of the Reverse Stock Split proposal
would be not more than  1-for-20.

Myron Holubiak
Citius Pharmacuticals, Inc.
July 19, 201 6
Page 2

 Appendix A , page 38

2. We note your disclosure on page 19 that “[t] he Board of Directors has approved an
amendment to our Amended and Restated Ar ticles of Incorporation to increase the
number of authorized shares of common stock to 200,000,000 from 90,000,000 .  The
Company ’s stockholders are being asked to approve this amendment in the form attached
hereto as Appendix A .”  Please replace the blank  spaces  in Appendix A with the
appropriate figures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the  adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments  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 Ryan Adams at (202) 551 -3191 or me at (202) 551 -3859  with any
questions.

Sincerely,

 /s/ John Dana Brown

John D ana Brown
Attorney  Advisor
Office of Transportation and Leisure

cc:  Arthur Marcus
 Sichenzia Ross Friedman Ference LLP