SecProbe.io

June 11, 2012
   Via E-mail

Geert Cauwenbergh, Dr. Med. Sc.  President  RXi Pharmaceuticals Corporation  60 Prescott Street  Worcester, Massachusetts 01605
Re: RXi Pharmaceuticals Corporation
Registration Statement on Form S-1 Filed May 18, 2012
  File No. 333-181534

Dear Dr. Cauwenbergh:

We have reviewed your registration statem ent and have the following comment.  In
our comment, we ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comment applies 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 this comment, we may have additional comments.
 FORM S-1

1. Please provide us with your basis for determining that the transaction is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i) rather
than a primary offering. In your analysis, please address the following among any other
relevant factors:

 The number of selling stockholders and the percentage of the overall offering
made by each stockholder;

 The amount of shares involved;

 The date on which and the manner in which each selling stockholder received the
shares and/or the overlying securities;

Dr. Geert Cauwenbergh
RXi Pharmaceuticals Corporation June 11, 2012 Page 2
  The relationship of each selling stockholder with the company, including an
analysis of whether the selling stockholder is an affiliate of the company;

 Any relationships among the selling stockholders;

 The discount at which the selling stockholders will purchase the common stock
underlying the preferred stock upon conversion;

 Whether or not any of the selling stockholders is in the business of buying and
selling securities; and

 Whether under all the circumstances it appears that the selling stockholders are
acting as a conduit for the company.

Alternatively, please name the selling stockholders as underwriters and register the
offering on a registration statement for which you are eligible to conduct a primary
offering consistent with Rule 415.  Please see our Compliance and Disclosure Interpretation 612.09 available at
http://www.sec.gov/divisions/corpfin/guidance/s ecuritiesactrules-interps.htm for further
guidance.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comment, in the event you request acceleration of the effective
date of the pending registration statement pl ease provide 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 th e Commission 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 th e 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 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective

Dr. Geert Cauwenbergh
RXi Pharmaceuticals Corporation June 11, 2012 Page 3
 responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 Please contact Nandini Acha rya at (202) 551-3495, Jennife r Riegel, Special Counsel
at (202) 551-3575 or me at (202) 551-3715 with any other questions.

  Sincerely,
   /s/ Jennifer Riegel for
Jeffrey Riedler Assistant Director
  cc: Via E-mail

Ryan A. Murr, Esq.
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, California 94111-4006