SecProbe.io

CORRESP
 1
 filename1.htm

 CYCLACEL
PHARMACEUTICALS, INC.

 Level
10, Tower 11, .Avenue 5, The Horizon

 Bangsar
South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

 July
31, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 via
EDGAR

 RE:
 Cyclacel
 Pharmaceuticals, Inc. (CIK0001130166)

 Registration
 Statement on Form S-1

 Filed:
 July 30, 2025

 Securities
 Act File No.: 333-288911

 Request
for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the "Registrant") hereby respectfully
requests acceleration of its Registration Statement on Form S-1 (File No. 333-288911), filed on July 30, 2025, so that it will become
effective at 5:00 p.m. (Eastern time) on August 4, 2025, or as soon as practicable thereafter.

 If
you have any questions, or require any additional information, please do not hesitate to email Debbie Klis, the Registrant's outside
counsel at Rimon P.C. via email at debbie.klis@rimonlaw.com or by phone on 202-935-3390.

 Very
 truly yours,

 Cyclacel
 Pharmaceuticals, Inc.

 By:
 /s/
 Datuk Dr. Doris Wong

 Datuk
 Dr. Doris Wong

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 1050
Connecticut Ave NW, Suite 500

 Washington,
D.C. 20036

 July
 30, 2025

 VIA
EDGAR

 Attention:
 Jason
 Drory

 Laura
 Crotty

 Division
of Corporation Finance

 Securities
and Exchange Commission

 Office
of Life Sciences

 100
F Street, NE

 Washington
DC 20549

 Re:
 Cyclacel
 Pharmaceuticals, Inc.

 Registration
 Statement on Form S-1

 Submitted
 July 24, 2025

 CIK
 No. 0001130166

 Dear
Ladies and Gentlemen,

 On
behalf of Cyclacel Pharmaceuticals, Inc. (the "Company"), we are writing to submit the Company's response to the comment
issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") dated
July 25, 2025 (the "Comment Letter"), with respect to the above-referenced registration statement on Form S-1 filed on July
24, 2025 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of the
securities of the Company. Concurrently with this submission, the Company has filed the first amendment to the Registration Statement
on Form S-1/A. The response set forth below are based upon information provided to Rimon P.C.

 Registration
Statement on Form S-1 filed July 24, 2025

 General

 1.
We note your response to prior comment 1 and reissue in part. You do not appear to have revised your registration statement to include
the pro forma financial information required by Rule 8-05 of Regulation S-X, as your response indicates. Please revise accordingly, or
advise.

 Response :
We acknowledge the Staff's comment and advise in response that the Company has revised the Registration Statement to include the
pro forma financial information required by Rule 8-05 of Regulation S-X.

 *****

 We
respectfully request the Staff's assistance in completing the review of the Registration Statement. If you have any additional
questions regarding any of our responses or the revised Registration Statement, please do not hesitate to contact Debbie Klis on (202)
935-3390 of Rimon P.C.

 Kindest regards,

 /s/ Debbie A. Klis

 Rimon P.C.

 cc:
 Datuk Dr. Doris Wong, CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 25, 2025

Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
Level 10, Tower 11, Avenue 5, The Horizon
Bangsar South City, No. 8, Jalan Kerinchi
59200, Kuala Lumpur, Malaysia

 Re: Cyclacel Pharmaceuticals, Inc.
 Registration Statement on Form S-1
 Filed July 24, 2025
 File No. 333-288911
Dear Datuk Dr. Doris Wong Sing Ee:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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 registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 7, 2025
letter.

Registration Statement on Form S-1 filed July 24, 2025
General

1. We note your response to prior comment 1 and reissue in part. You do not
appear to
 have revised your registration statement to include the pro forma
financial information
 required by Rule 8-05 of Regulation S-X, as your response indicates.
Please revise
 accordingly, or advise.
 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.
 July 25, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Life Sciences
cc: Debbie Klis
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CYCLACEL
PHARMACEUTICALS, INC.

 Level
10, Tower 11, Avenue 5, The Horizon

 Bangsar
South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

 July
24, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 via
EDGAR

 RE:
 Cyclacel
 Pharmaceuticals, Inc. (CIK0001130166)

 Registration
Statement on Form S-4

 Filed:
July 24, 2025

 Securities
Act File No.: 333-288912

 Request
for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cyclacel
Pharmaceuticals, Inc. (the "Registrant") hereby respectfully requests acceleration of its Registration Statement on Form S-4
(File No. 333-288912), filed on July 24, 2025, so that it will become effective at 5:00 p.m. (Eastern time) on July 25, 2025, or as soon
as practicable thereafter.

 If
you have any questions, or require any additional information, please do not hesitate to email Debbie Klis, the Registrant's outside
counsel, at debbie.klis@rimonlaw.com or phone on 202-935-3390.

 Very
 truly yours,

 Cyclacel
 Pharmaceuticals, Inc.

 By:
 /s/
 Datuk Dr. Doris Wong

 Datuk
 Dr. Doris Wong

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 1050
Connecticut Ave NW, Suite 500

 Washington,
D.C. 20036

 July
 24, 2025

 VIA
EDGAR

 Attention:
 Jason
 Drory

 Laura
 Crotty

 Division
of Corporation Finance

 Securities
and Exchange Commission

 Office
of Life Sciences

 100
F Street, NE

 Washington
DC 20549

 Re:
 Cyclacel
 Pharmaceuticals, Inc.

 Draft
 Registration Statement on Form S-1

 Submitted
 June 27, 2025

 CIK
 No. 0001130166

 Dear
Ladies and Gentlemen,

 On
behalf of Cyclacel Pharmaceuticals, Inc. (the "Company"), we are writing to submit the Company's response to the comment
of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") dated July 7,
2025 (the "Comment Letter"), with respect to the above-referenced draft registration statement on Form S-1 filed on June
27, 2025 (the "Draft Registration Statement") relating to the registration under the Securities Act of 1933, as amended,
of the securities of the Company. Concurrently with this submission, the Company has filed the Registration Statement (the "Registration
Statement"). The response set forth below are based upon information provided to Rimon P.C.

 Draft
Registration Statement on Form S-1 submitted June 27, 2025

 General

 1. We
 note you entered into a share exchange agreement dated May 6, 2025, with FITTERS Diversified
 Berhad, a Malaysian publicly listed company ("Fitters Parent") and FITTERS Sdn.
 Bhd., a Malaysia private limited company and wholly-owned subsidiary of Fitters Parent ("Fitters")
 whereby Fitters Parent will exchange all of its ownership interest in Fitters representing
 100% of all of the issued and outstanding capital shares of Fitters, for 19.99 percent of
 all of the issued and outstanding shares of your Common Stock. We further note your disclosure
 that you anticipate the transaction will "close in the second half of 2025."
 Please provide your analysis of whether you are required to include financial statements
 of the business acquired under Rule 8-04 of Regulation S-X and the related pro forma financial
 information.

 Response :
We acknowledge the Staff's comment and advise in response that the Company has revised the Registration Statement to include the
include financial statements of Fitters in compliance with Rule 8-04 of Regulation S-X and the related pro forma financial information.

 *****

 We
respectfully request the Staff's assistance in completing the review of the Registration Statement. If you have any additional
questions regarding any of our responses or the revised Registration Statement, please do not hesitate to contact Debbie Klis on (202)
935-3390 of Rimon P.C.

 Kindest
 regards,

 /s/
 Debbie A. Klis

 Rimon
 P.C.

 cc:
 Datuk
 Dr. Doris Wong, CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
Level 10, Tower 11, Avenue 5, The Horizon
Bangsar South City, No. 8, Jalan Kerinchi
59200, Kuala Lumpur, Malaysia

 Re: Cyclacel Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 27, 2025
 CIK No. 0001130166
Dear Datuk Dr. Doris Wong Sing Ee:

 We have conducted a limited review of your draft registration statement
and have the
following comment.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1 submitted June 27, 2025
General

1. We note you entered into a share exchange agreement dated May 6, 2025,
with
 FITTERS Diversified Berhad, a Malaysian publicly listed company (
Fitters Parent )
 and FITTERS Sdn. Bhd., a Malaysia private limited company and
wholly-owned
 subsidiary of Fitters Parent ( Fitters ) whereby Fitters Parent will
exchange all of its
 ownership interest in Fitters representing 100% of all of the issued and
outstanding
 capital shares of Fitters, for 19.99 percent of all of the issued and
outstanding shares
 of your Common Stock. We further note your disclosure that you
anticipate the
 transaction will close in the second half of 2025. Please provide
your analysis of
 whether you are required to include financial statements of the business
acquired
 under Rule 8-04 of Regulation S-X and the related pro forma financial
information
 July 7, 2025
Page 2

 required by Rule 8-05 of Regulation S-X. Refer to Part I, Item 11(e) of
Form S-1.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Jason Drory at 202-551-8342 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Debbie Klis
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

Datuk Dr. Doris Wong
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
Level 10, Tower 11, Avenue 5, The Horizon
Bangsar South City, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia

 Re: Cyclacel Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-4
 Submitted on June 16, 2025
 CIK No. 0001130166
Dear Datuk Dr. Doris Wong:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Debbie A. Klis, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Cyclacel
Pharmaceuticals, Inc.

 Level
10, Tower 11, Avenue 5, The Horizon

 Bangsar
South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

 April
28, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 via
EDGAR

 RE:
 Cyclacel
 Pharmaceuticals, Inc. (CIK0001130166)

 Registration
Statement on Form S-1

 Filed:
April 25, 2025

 Securities
Act File No.: 333-286754

 Request
for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the "Registrant") hereby respectfully
requests acceleration of its Registration Statement on Form S-1 (File No. 333-286754), filed on April 25, 2025, so that it will become
effective at 4:00 p.m. (Eastern time) on April 29, 2025, or as soon as practicable thereafter.

 If
you have any questions, or require any additional information, please do not hesitate to email Debbie Klis, the Registrant's outside
counsel, at debbie.klis@rimonlaw.com or phone on 202-935-3390.

 Very
 truly yours,

 Cyclacel
 Pharmaceuticals, Inc.

 By:
 /s/
 Datuk Dr. Doris Wong

 Datuk
 Dr. Doris Wong

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
Level 10, Tower 11, Avenue 5, The Horizon
Bangsar South City, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia

 Re: Cyclacel Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 10, 2025
 CIK No. 0001130166
Dear Datuk Dr. Doris Wong Sing Ee:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Debbie A. Klis
</TEXT>
</DOCUMENT>

CORRESP
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CYCLACEL PHARMACEUTICALS, INC.

200 CONNELL DRIVE, SUITE 1500

BERKELEY HEIGHTS, NJ 07922

May 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tamika Sheppard

Re: Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-279157 (the “Registration
Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Registrant”) hereby respectfully requests that the Securities
and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Monday, May 13, 2024, at 4:00
p.m. Eastern Time, or as soon as thereafter practicable, or at such other time as the Registrant or its outside counsel, Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., request by telephone that such Registration Statement be declared effective.

The cooperation of the staff in meeting the timetable described above
is very much appreciated.

Please contact Jeffrey Schultz of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., counsel to the Registrant, at (212) 692-6732, with any questions regarding this request.

    Very truly yours,

    CYCLACEL PHARMACEUTICALS, INC.

    /s/ Paul McBarron

    Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Jeffrey Schultz, Esq.

United States securities and exchange commission logo
May 10, 2024
Paul McBarron
Chief Financial Officer and Chief Operating Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Re:Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 6, 2024
File No. 333-279157
Dear Paul McBarron:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Shultz

CORRESP
1
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February 12, 2024

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attn:
  Jessica Dickerson and Laura Crotty

  Re:
  Cyclacel Pharmaceuticals, Inc.

Registration Statement
on Form S-1 (File No. 333-276623)

Request for Acceleration

Dear Ms. Dickerson and
Ms. Crotty:

This letter is sent on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”) in connection with the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”)
by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 461 promulgated
under the Securities Act, the Company hereby requests that the effective date of the Registration Statement be accelerated to 4:00 p.m.,
Eastern Time, on February 13, 2024, or as soon thereafter as practicable.

Please contact Jeffrey
Schultz of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., at (212) 935-3000, with any questions you may have concerning this request.

    Sincerely,

    Cyclacel
    Pharmaceticals, Inc.

    By:
    /s/
    Paul McBarron

    Name:
    Paul
    McBarron

    Title:
    Executive
    Vice President-Finance,

    Chief
    Financial Officer and Chief Operating Officer

  cc:
  Jeffrey Schultz, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
filename1.htm

   919 Third Avenue

New York, NY 10022

212 935 3000

mintz.com

February 7, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: Jessica Dickerson and Laura Crotty, Office of Life Sciences

Re: Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed January 19, 2024

File No. 333-276623 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this letter on behalf of Cyclacel Pharmaceuticals,
Inc. (the “Company”) in response to the comment from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) received by letter dated January 26, 2024 (the “Comment Letter”)
from the Division of Corporation Finance, Office of Life Sciences, to Spiro Rombotis, President & Chief Executive Officer of the Company,
relating to the above-referenced Registration Statement. In conjunction with this letter, the Company is filing Amendment No. 1 to its
Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission.

For reference, we have set forth below in italics the Staff’s
comment from the Comment Letter and have keyed the Company’s response to the numbering of the comment and the headings used in the
Comment Letter. The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives
of the Company. Page numbers referred to in the response reference the applicable pages of the Amended Registration Statement.

Form S-1 filed January 19, 2024

Incorporation of Certain Documents by Reference, page 31

Comment 1: It appears that you are not eligible to incorporate
by reference into your Form S-1, given that you have not filed your annual report for your most recently completed fiscal year. Please
revise your registration statement to provide all disclosure required by Form S-1 or otherwise advise. See General Instruction VII.C to
Form S-1..

Response 1: The Staff’s comment is
acknowledged, and the Company has provided all disclosure required by Form S-1 in the Amended Registration Statement to address the Staff’s
comment.

* * * * *

Boston     Los Angeles     New York     San Diego     San Francisco     TORONTO     Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C.

MINTZ

February 7, 2024

Page 2

We hope that the above response will be acceptable
to the Staff. Please do not hesitate to call me at (212) 692-6732 with any comments or questions regarding the proposed disclosure. We
thank you for your time and attention.

    Sincerely,

    /s/ Jeffrey Schultz

    Jeffrey Schultz

cc: Securities and Exchange Commission

Jessica Dickerson

Laura Crotty

Cyclacel Pharmaceuticals, Inc.

Spiro Rombotis

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

Joel Papernik

United States securities and exchange commission logo
January 26, 2024
Spiro Rombotis
President & Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Re:Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 19, 2024
File No. 333-276623
Dear Spiro Rombotis:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 19, 2024
Incorporation of Certain Documents by Reference, page 31
1.It appears that you are not eligible to incorporate by reference into your Form S-1, given
that you have not filed your annual report for your most recently completed fiscal year.
Please revise your registration statement to provide all disclosure required by Form S-1 or
otherwise advise. See General Instruction VII.C to Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameSpiro Rombotis
 Comapany NameCyclacel Pharmaceuticals, Inc.
 January 26, 2024 Page 2
 FirstName LastName
Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
January 26, 2024
Page 2
            Please contact Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Schultz, Esq.

CORRESP
1
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CYCLACEL
PHARMACEUTICALS, INC.

200 Connell Drive, Suite
1500

Berkeley Heights, NJ 07922

VIA EDGAR

September 11, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed on September 1, 2023

File No. 333-274328

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Cyclacel Pharmaceuticals, Inc. hereby requests that the effective date and time of the above-captioned registration statement be accelerated
to Wednesday, September 13, 2023, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

If you have any questions regarding this request,
please contact Joel Papernik of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 692-6774.

Thank you very much.

Very truly yours,

CYCLACEL PHARMACEUTICALS, INC.

/s/ Paul McBarron

Paul McBarron

Chief Financial Officer

cc:
Securities and Exchange Commission

Tyler Howes

Cyclacel Pharmaceuticals, Inc.

Spiro Rombotis, Chief Executive Officer

Paul McBarron, Chief Financial Officer

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel Papernik, Esq.

United States securities and exchange commission logo
September 7, 2023
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Re:Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed September 1, 2023
File No. 333-274328
Dear Spiro Rombotis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joel I. Papernik, Esq.

CORRESP
1
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CYCLACEL PHARMACEUTICALS, INC.

200 Connell Drive, Suite 1500

Berkeley Heights,
NJ 07922

    April 16, 2020

Via EDGAR

William Mastrianna

Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cyclacel Pharmaceuticals, Inc.

Registration
Statement on Form S-1

Filed
on March 13, 2020, as amended on April 14, 2020

File
No. 333-237180

Acceleration
Request

Mr. Mastrianna:

Pursuant
to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc.
(the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be
accelerated to Monday, April 20, 2020, at 4:30 p.m., EST, or as soon as thereafter practicable.

Any questions should
be addressed to Joel I. Papernik, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue,
New York, New York, telephone (212) 692-6774.

Thank
you for your attention to this matter.

    Very truly yours,

    Cyclacel Pharmaceuticals, Inc.

    /s/ Spiro Rombotis

    Spiro Rombotis

    Chief Executive Officer

 cc: Cyclacel Pharmaceuticals, Inc.

Paul
McBarron

March 16, 2020
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Re:Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed March 13, 2020
File No. 333-237180
Dear Mr. Rombotis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joel Papernik

CORRESP
1
filename1.htm

Cyclacel Pharmaceuticals,
Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

(908) 517-7330

June 20, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

        Cyclacel Pharmaceuticals, Inc.

        Registration Statement on Form S-3/A

        Commission File No. 333- 231923

        Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday,
June 21, 2019, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

    •
    the Company may not assert staff comments and 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.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

Any questions regarding this request should be addressed
to Cliff M. Silverman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York, 10017,
telephone (212) 692-6723.

    Very truly yours,

    Cyclacel Pharmaceuticals, Inc.

    /s/ Paul McBarron

    By: Paul McBarron

    Its: Executive Vice President –

    Finance, Chief Operating Officer and

    Chief Financial Officer

    cc:
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Joel I. Papernik, Esq.

Cliff M. Silverman, Esq.

June 12, 2019
Paul McBarron
Chief Operating Officer & Chief Financial Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Re:Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed June 3, 2019
File No. 333-231923
Dear Mr. McBarron:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Cliff M. Silverman

CORRESP
1
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CYCLACEL PHARMACEUTICALS, INC.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

July 17, 2017

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Suzanne Hayes, Assistant Director

    Johnny Gharib

Re:  Cyclacel Pharmaceuticals,
                                         Inc.

                                         Registration Statement on Form S-1

                                         Filed on May 26, 2017, as amended on June 30, 2017, July 6, 2017 and July 17, 2017

                                         File No. 333-218305

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests
that the effectiveness of the above-captioned Registration Statement on Form S-1 be accelerated to Monday, July 17, 2017, at 5:15
p.m., EST, or as soon as thereafter practicable.

Any questions should be
addressed to Joel I. Papernik, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue,
New York, New York, telephone (212) 692-6774.

Thank you for your attention to this
matter.

Very truly yours,

Cyclacel Pharmaceuticals, Inc.

/s/ Spiro Rombotis
Spiro
Rombotis

Chief Executive Officer

cc:  Securities and Exchange Commission

    Suzanne Hayes

Johnny Gharib

Erin Jaskot

    Cyclacel Pharmaceuticals, Inc.

    Paul McBarron

CORRESP
1
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Ladenburg Thalmann & Co. Inc.

4400 Biscayne Blvd, 14th Floor

Miami, FL 33137

July 17, 2017

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    CYCLACEL PHARMACEUTICALS, INC.

    Registration Statement on Form S-1 (Registration No. 333-218305)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Ladenburg
Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering,
hereby concurs in the request by Cyclacel Pharmaceuticals, Inc. that the effective date of the above-referenced registration
statement be accelerated to 5:15  p.m. (Eastern Time), or as soon as practicable thereafter, on July 17, 2017, pursuant to
Rule 461 under the Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities Act in
connection with this offering.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
    /s/ Nicholas Stergis

    Name: Nicholas Stergis

    Title: Managing Director

July 6, 2017
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ
07922
Cyclacel Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 30, 2017
File No. 333-218305Re:
Dear Mr. Rombotis:
        We have reviewed your amended registration statement and have 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2017 letter.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits, page II-3
Please have counsel revise the legal opinion to opine on the Class A Units and Class B
Units that are included in the registration statement.  For guidance, please refer to Section
II.B.1.h. of Staff Legal Bulletin No. 19.1.

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
2 PageJuly 6, 2017
               Please contact Johnny Gharab at 202-551-3570 or Erin Jaskot, Special Counsel, at
202-551-3442 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
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        Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

July 6, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director, Office of Healthcare
and Insurance

 Re: Cyclacel Pharmaceuticals, Inc.

  Amendment No. 1 to Registration Statement on Form S-1

  Filed June 30, 2017

  File No. 333-218305

Dear Ms. Hayes:

We are submitting this
letter on behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”) in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated July 6, 2017 (the “Comment Letter”) from the Division of Corporate Finance and Office of Healthcare and
Insurance, to Spiro Rombotis, the Company’s Chief Executive Officer, relating to the above-referenced registration statement
on Form S-1 of the Company filed with the Commission on June 30, 2017 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comment and the heading used in the Comment Letter. This letter is being filed with the Commission
with Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Any capitalized
terms used herein, but not defined shall have the meanings ascribed to them in the Amended Registration Statement. The response
is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Page
numbers referred to in this response reference the applicable pages of the Amended Registration Statement.

Exhibits, page II-3

 1. Please have counsel revise the legal opinion to opine on the Class A Units and Class B Units that are included in the registration
statement. For guidance, please refer to Section II.B.1.h of Staff Legal Bulletin No. 19.

Response: In response to the Staff’s
comment, the Company has revised the legal opinion in the Amended Registration Statement accordingly.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 6, 2017

Page 2

*      *      *      *      *

We hope that the above response will be
acceptable to the Staff. Please do not hesitate to contact me at 212-692-6774 or jipapernik@mintz.com with any comments or questions
regarding the Amended Registration Statement and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:
    Securities and Exchange Commission

    Suzanne Hayes

    Johnny Gharib

    Erin Jaskot

    Cyclacel Pharmaceuticals, Inc.

    Spiro Rombotis, Chief Executive Officer

CORRESP
1
filename1.htm

        Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

June 30, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

 Re: Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed May 26, 2017

File No. 333-218305

Dear Ms. Hayes:

We are submitting this letter on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) received by letter dated June 9, 2017 (the “Comment
Letter”) from the Division of Corporate Finance and Office of Healthcare and Insurance, to Spiro Rombotis, the Company’s
Chief Executive Officer, relating to the above-referenced registration statement on Form S-1 of the Company filed with the Commission
on May 26, 2017 (the “Registration Statement”).

For convenient reference, we have
set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s response
to the numbering of the comment and the heading used in the Comment Letter. This letter is being filed with the Commission with
Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). Any capitalized terms
used herein, but not defined shall have the meanings ascribed to them in the Amended Registration Statement. The response is based
on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Page numbers
referred to in this response reference the applicable pages of the Amended Registration Statement.

Facing Page

 1. Please revise the fee table to calculate the registration fee based on each of the securities being offered. Please refer
to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations for guidance.

Response: In response to the Staff’s comment, the
Company has revised the fee table in the Amended Registration Statement accordingly.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | London | Los
Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

United States Securities and Exchange Commission

June 30, 2017

Page 2

Cover Page

 2. Please tell us whether you will use the recent stock price listed on the cover page to determine the offering price of the
units. If you will not use the recent stock price to set the offering price, then please include disclosure on the cover page indicating
the factors that will be used to determine the offering price.

Response: The Company respectfully acknowledges the Staff’s
comment. In response to the Staff’s comment, the Company has clarified on the cover of the Amended Registration Statement
that the recent price of its common stock will be one of several factors in determining the public offering price. Other
factors to be considered in determining the public offering price include the Company’s history, prospects, the industry
in which it operates, the previous experience of its executive officers and the general condition of the securities markets at
the time of this offering.

Incorporation of Information by Reference, page 60

 3. Please incorporate by reference your definitive proxy statement filed April 12, 2017. Please refer to Item 12(a)(2) of Form
S-1 for guidance.

Response: In response to the Staff’s comment, the
Company has incorporated its definitive proxy statement by reference in the Amended Registration Statement.

*       *       *       *       *

We hope that the above response will be acceptable to
the Staff. Please do not hesitate to contact me at 212-692-6774 or jipapernik@mintz.com with any comments or questions regarding
the Amended Registration Statement and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Joel I. Papernik

    Joel I. Papernik

 cc: Securities and Exchange Commission

Suzanne Hayes

Johnny Gharib

Erin Jaskot

Cyclacel Pharmaceuticals, Inc.

Spiro Rombotis, Chief Executive Officer

June 9, 2017
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 26, 2017
File No. 333-218305Re:
Dear Mr. Rombotis:
        We have limited our review of your registration statement to those issues we have
addressed in our 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 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed May 26, 2017
Facing Page
Please revise the fee table to calculate the registration fee based on each of the securities
being offered.  Please refer to Question 240.06 of the Securities Act Rules Compliance
and Disclosure Interpretations for guidance.1.
Cover Page
Please tell us whether you will use the recent stock price listed on the cover page to
determine the offering price of the units.  If you will not use the recent stock price to set
the offering price, then please include disclosure on the cover page indicating the factors
that will be used to determine the offering price.2.

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
2 PageJune 9, 2017
Incorporation of Information by Reference, page 60
Please incorporate by reference your definitive proxy statement filed April 12, 2017.
Please refer to Item 12(a)(2) of Form S-1 for guidance.3.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
        Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
        You may contact Johnny Gharib (202) 551-3170 or Erin Jaskot at (202) 551-3442 if you
have any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joel Papernik, Esq.

CORRESP
1
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

(908) 517-7330

June 7, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

        Cyclacel Pharmaceuticals, Inc.

        Registration Statement on Form S-3/A

        Commission File No. 333- 211046​

        Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby
respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Wednesday,
June 8, 2016, at 10:00 a.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

    •

    the Company may not assert staff comments and 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.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

Any questions regarding this request should be
addressed to Jeffrey Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York,
10017, telephone (212) 692-6732.

Very truly yours,

Cyclacel Pharmaceuticals, Inc.

/s/ Paul McBarron

By: Paul McBarron

Its: Executive Vice President –

Finance, Chief Operating Officer and

Chief Financial Officer

    cc:

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Joel I. Papernik, Esq.

Jeffrey Schultz, Esq.

CORRESP
1
filename1.htm

        Joel I. Papernik | 212 692
6774 | jipapernik@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

June 3, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director – Office
of Healthcare and Insurance

    Re:
    Cyclacel Pharmaceuticals, Inc.

    Registration Statement on Form S-3, as amended

    Originally filed April 29, 2016

    File No. 333-211046

Ladies and Gentlemen:

We are submitting this
letter on behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”) in response to the comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated May 9, 2016 (the “Comment Letter”) from Suzanne Hayes, Assistant Director – Office of Healthcare
and Insurance, to Spiro Rombotis, the Company’s President and Chief Executive Officer, relating to the above-referenced registration
statement on Form S-3 of the Company originally filed with the Commission on April 29, 2016 and as amended on May 2, 2016 (the
“Registration Statement”). The Company is concurrently filing via EDGAR this letter and its Amendment No. 2
to the Registration Statement on Form S-3 (the “Amendment”), which includes changes in response to the
Staff’s comments.

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comments and the heading used in the Comment Letter. The response is based on information provided
to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., by representatives of the Company.

General

1.   Footnote
6 to the registration fee table indicates that you intend to rely on Rule 415(a)(6) under the Securities Act to include a total
of $28,779,261 of unsold securities that had previously been registered under your registration statement on Form S-3 that was
declared effective on April 22, 2013 (the “prior registration statement”). We note that this replacement registration
statement was filed on April 29, 2016, which is more than three years past the date that the prior registration statement went
effective. Because Rule 415(a)(6) requires that a replacement registration statement be filed “prior to the end of the three-year
period described in paragraph (a)(5) [of Rule 415],” you do not appear to be eligible to rely on Rule 415(a)(6). Accordingly,
please confirm that no offers or sales of previously registered securities have been made since April 22, 2016, the expiration
date of the prior registration

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

June 3, 2016

Page 2

statement. Please also amend this registration
statement to remove footnote 6 to the registration fee table and other disclosure, if any, describing your reliance on Rule 415(a)(6).
To the extent that you still intend to register the unsold securities from the prior registration statement, please refer to Securities
Act Rules Compliance and Disclosure Interpretation 212.26 for guidance on the use of Rule 457(p).

Response: In response
to the Staff’s comment, the Company has deleted the references to reliance on Rule 415(a)(6) and stated the Company’s
intention to register the unsold securities from the prior registration statement pursuant to Rule 457(p).

Additionally, and following oral
communications with the Staff, and as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2016, filed by the Company on May 13, 2016 (the “Form 10-Q”), on April 25, 2016 and prior to becoming aware that
the prior registration statement expired on April 22, 2016, the Company sold 14,600 shares of its common stock at approximately
$0.45 per share for an aggregate of approximately $6,570 (the “Sales”) under the prior registration statement pursuant
to an at-the-market issuance agreement (the “Agreement”). Since becoming aware of the expiration of the prior registration
statement, the Company has not offered any securities under the prior registration statement, and will not do so until a new shelf
registration statement covering the sale of shares pursuant to the Agreement becomes effective. The Company has added the Form
10-Q to the list of documents that are incorporated by reference in the Amendment.

Exhibit Index, page II-6

2.   We
note that you intend to file your forms of indenture by amendment or as exhibits to a report pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act. Please be advised that these documents must be filed as exhibits to your registration statement prior
to effectiveness, as this is when the indentures will be qualified pursuant to the Trust Indenture Act of 1939.

Response: In response
to the Staff’s comment, we have filed the forms of Senior Indenture and Subordinated Indenture as exhibits to the Amendment.

Exhibit 5.1

3.   We
note your statement on page 37 of your registration statement that “[t]he indentures and the debt securities will be governed
by and construed in accordance with the laws of the State of New York...” We also note the statement in the legal opinion
that counsel “do[es] not express any opinion as to the laws of any other jurisdiction other than the General Corporation
Law of the State of Delaware and the United States federal laws.” In our view, counsel has not provided an opinion with respect
to each relevant jurisdiction as it is not sufficient to state that “[m]embers of our firm are admitted to the Bar of the
State of New York.” Please file a revised legal opinion that expressly states

Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

June 3, 2016

Page 3

that, at least with respect to the indentures
and debt securities, counsel is opining as to the laws of the State of New York.

Response: In response
to the Staff’s comment, we have filed a revised legal opinion as an exhibit to the Amendment. Such revised opinion adds the
laws of the State of New York as one of the jurisdictions on which we are expressing an opinion.

*        *        *        *        *

The Company hereby
acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure of its filings;

 · Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from
taking any action with respect to the filings; 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.

We hope that the above response will be
acceptable to the Staff. Please do not hesitate to contact me at 212-692-6774 or jipapernik@mintz.com with any comments or questions
regarding the Registration Statement and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:
    Securities and Exchange Commission

    Suzanne Hayes, Assistant Director

    Christina Thomas

    Cyclacel Pharmaceuticals, Inc.

    Spiro Rombotis, President and Chief Executive Officer

    Paul McBarron, Executive Vice President, Finance, Chief Operating Officer & Chief Financial Officer

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Jeffrey P. Schultz, Esq.

    Merav Gershtenman, Esq.

May 9, 2016

Spiro Rombotis
President and Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

Re: Cyclacel  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  April 29, 2016
  File No.  333-211046

Dear Mr. Rombotis :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Footnote 6 to the registration fee table  indicates that you intend to rely on Rule 415(a) (6)
under the Securities Act to include a total of  $28,779,261 of unsold securities that had
previously been registered un der your registration statement on Form S -3 that was declared
effective on April 22, 2013  (the “prior registration s tatement”) .  We note that this
replacement registration statement was filed on April 29, 2016, which is more than three
years past the date that the prior registration statement went effective.  Because
Rule 415 (a)(6) requires that a replacemen t registration statement be  filed “prior to the end of
the three -year period described in paragraph (a)(5) [of Rule 415],”  you do not appear to be
eligible  to rely on Rule 415(a)(6).   Accordingly, p lease confirm that no offers or sales of
previously  registered securities have been made since April 22, 2016, the expiration  date of
the pr ior registration statement .  Please also amend this registration statement to  remove
footnote 6 to the registration fee table and other disclosure, if any, describing your reliance
on Rule 415(a)(6).   To the extent that you  still intend to register the unsold  securities  from

Spiro Rombotis
Cyclacel  Pharmaceuticals, Inc.
May 9, 2016
Page 2

 the prior registration statement , please refer to Securities Act Rules Compliance and
Disclosure Interpretation 212.26 for guidance on the use of Rule 457(p).

Exhibit Index, page II -6

2. We note that you intend to file your forms of indenture by amendment or as exhibit s to a
report pursua nt to Section 13(a), 13(c) or 15(d) of the Exchange Act.  Please be advised that
these documents must be filed as exhibits to your registration statement prior to
effectiveness, as this is when the indentures will be qualified pursuant to the Trust Indentu re
Act of 1939.

Exhibit 5.1

3. We note your  statement on page 37 of your registration statement that “[t]he  indentures and
the debt securities will be governed by and construed in accordance with the laws of the State
of New York…”  We also note the statement in the legal opinion that counsel “do[es] not
express any opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and the United States federal laws .”  In our view,
counsel has not provided  an opinion with respect to each relevant jurisdiction as it is not
sufficient  to state that “[m]embers  of our firm are admitted to the Bar of the State of New
York.”  Please file a revised legal opinion that expressly states that, at least with respect to
the indentures and debt securities,  counsel is  opining as to the laws of the State of New York.

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 t he Securities Act of 193 3 and
all applicable Securities  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 h ave made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Spiro Rombotis
Cyclacel  Pharmaceuticals, Inc.
May 9, 2016
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the 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
registration statement.

Please contact Christina Thomas at (202) 551 -3577  with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Joel I. Papernik, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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Cyclacel   Pharmaceuticals, Inc.

April 19, 2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Austin Stephenson, Esq.

Re:

Cyclacel   Pharmaceuticals, Inc.

Registration   Statement on Form S-3

Initially   Filed on April 8, 2013, as amended on April 18, 2013

File   No. 333-187801

Dear Mr. Stephenson:

With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Monday, April 22, 2013 at 4:00 p.m., or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

The cooperation of the staff in meeting the timetable described above is very much appreciated.  Please call Joel I. Papernik of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 692-6774 with any comments or questions regarding the Registration Statement.

Very   truly yours,

/s/   Paul McBarron

Paul   McBarron

Executive   Vice President, Finance,

Chief   Financial Officer and

Chief   Operating Officer

x 200 Connell Drive #1500, Berkeley Heights, New Jersey 07922, USA Tel +1 (908) 517 7330 Fax +1 (866) 271 3466

o   Dundee Technopole, 1 James Lindsay Place, Dundee, DD1 5JJ, UK Tel +44 1382 206 062 Fax +44 1382 206 067

www.cyclacel.com – info@cyclacel.com

CORRESP
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Joel   I. Papernik | 212 692 6774 | jipapernik@mintz.com

Chrysler Center
   666 Third Avenue
   New York, NY 10017
 212-935-3000

212-983-3115 fax
   www.mintz.com

April 18, 2013

VIA EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549

Re:                             Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed on April 8, 2013

Number 333-187801

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 (Registration No. 333-187801) as initially filed with the Commission on April 8, 2013 (the “Registration Statement”).  We are also delivering five clean and marked complete courtesy copies of the Amendment to the attention of Austin Stephenson of the Commission.

Set forth below are the Company’s responses to the comments provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 17, 2013, from Jeffrey P. Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

Exhibit Index, page II-8

1.                                      In order to qualify your indentures under the Trust Indenture Act of 1939, you must have the forms of indenture on file at the time of effectiveness of the registration statement.  Please file by pre-effective amendment the forms of indenture as exhibits to your registration statement.

Response:   We have filed the form of Senior Indenture as Exhibit 4.5 and the form of Subordinated Indenture as Exhibit 4.6 to the Amendment.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO |   SAN DIEGO | LONDON

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call the undersigned at (212) 692-6774 or Avisheh Avini at (212) 692-6200 with any comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Very   truly yours,

/s/ Joel   I. Papernik

Joel   I. Papernik

cc:                                Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice        President, Finance)

2

April 17 , 2013

Via E -mail
Spiro Rombotis
President and Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

Re: Cyclacel  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  April 8 , 2013
  File No.  333-187801

Dear Mr. Rombotis :

We have limited our review of your regist ration statement to the issue  we have addressed
in our comment.  Please respond to this letter by amending your registration statement as
requested .  Where  you do not believe 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Exhibit Index, page II -8

1. In order to qualify your i ndenture s under the Trust Indentu re Act of 1939, yo u must
have the f orms of i ndenture on file at the time of effectiveness of the registration
statement.   Please fil e by pre -effective ame ndment the forms of indenture as  exhibit s
to your registration sta tement.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comment , in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

Spiro Rombotis
Cyclacel Pharmaceuticals , Inc.
April 17 , 2013
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n 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 accu racy of the disclosure in the filing; and

 the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E-mail
Joel I. Papernik, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

CORRESP
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

January 15, 2013

Via EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Re:                             Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1, as amended

Originally Filed on December 26, 2012

File No. 333-185674

Ladies and Gentleman:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement to Form S-1, as amended, be accelerated to Wednesday, January 16, 2013, at 09:30 a.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very   truly yours,

CYCLACEL   PHARMACEUTICALS, INC.

/s/Paul   McBarron

Paul McBarron

Executive Vice President—Finance,

Chief Financial Officer and Chief Operating   Officer

cc:                                Mintz, Levin,   Cohn, Ferris, Glovsky and Popeo, P.C.

Joel   I. Papernik, Esq.

January 3, 2013

Via E -mail
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

Re: Cyclacel  Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  December 26, 2012
  File No.  333-185674

Dear Mr. Rombotis :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  Please respond to this letter by amending your registration
statement a s requested .  Where 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 a response.

After revie wing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you have submitted an application for confidential treatment relating to one
of your exhibits that is currently pending.  Please be advised that we will not be in a
position to grant effectiveness to your registration statement until a confidential treatment
order has been issued and you have amended your registration statement to either f ile this
exhibit or incorporate it by reference.

Management and Corporate Governance

Executive Compensation, page 84

2. Please amend your registration statement to include all disclosure required by Item 402 of
Regulation S -K for the fiscal year ended Dec ember 31, 2012.  We refer you to
Compliance & Disclosure Interpretation 117.05.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
January 3, 2013
Page 2

 possession of all facts relating to a company’s disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness 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 requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the 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
registration statement.

Please contact Scot Foley  at (202) 551 -3383, Daniel Greenspan at (202) 551 -3623  or me
at (202) 551 -3715  with an y questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Martin Dunn, Esq.
O’Melveny & Meyers, LLP
1625 Eye Street, NW
Washington, D.C. 20006

CORRESP
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

April   25, 2012

Via EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Attention: Karen Ubell, Esq.

Re:

Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1, as   amended

Filed on April 4, 2012

File No. 333-170421

Dear Ms. Ubell:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement to Form S-3 on Form S-1, as amended, be accelerated to Thursday, April 26, 2012, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very   truly yours,

CYCLCAEL   PHARMACEUTICALS, INC.

/s/Paul   McBarron

Paul McBarron

Executive Vice President—Finance,

Chief Financial Officer and Chief Operating   Officer

cc:

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel   I. Papernik, Esq.

2

April 19, 2012
 Via E-mail

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey 07922
Re: Cyclacel Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on April 6, 2012
  File No. 000-50626

Dear Mr. Rombotis:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director
 cc: Jeffrey Schultz  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017

CORRESP
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

April   25, 2012

Via EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Attention: Karen Ubell, Esq.

Re:

Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1, as   amended

Filed on April 4, 2012

File No. 333-167470

Dear Ms. Ubell:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement to Form S-3 on Form S-1, as amended, be accelerated to Thursday, April 26, 2012, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very   truly yours,

CYCLCAEL   PHARMACEUTICALS, INC.

/s/Paul   McBarron

Paul McBarron

Executive Vice President—Finance,

Chief Financial Officer and Chief Operating   Officer

cc:

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel   I. Papernik, Esq.

2

CORRESP
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

April 25, 2012

Via EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Attention: Karen Ubell, Esq.

Re:          Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1, as amended

Filed on April 4, 2012

File No. 333-173291

Dear Ms. Ubell:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement to Form S-3 on Form S-1, as amended, be accelerated to Thursday, April 26, 2012, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very   truly yours,

CYCLCAEL   PHARMACEUTICALS, INC.

/s/Paul   McBarron

Paul McBarron

Executive Vice President—Finance,

Chief Financial Officer and Chief Operating   Officer

cc:

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel   I. Papernik, Esq.

2

CORRESP
1
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Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

April 25, 2012

Via EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549
 Attention: Karen Ubell, Esq.

Re:

Cyclacel   Pharmaceuticals, Inc.

Post-Effective Amendment   No. 1 to Form S-3 on Form S-1, as amended

Originally filed on April 4,   2012

File No. 333-140034

Dear Ms. Ubell:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement to Form S-3 on Form S-1, as amended, be accelerated to Thursday, April 26, 2012, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·                  the Company may not assert staff comments and 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.

Any questions should be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very   truly yours,

CYCLCAEL   PHARMACEUTICALS, INC.

1

/s/Paul   McBarron

Paul McBarron

Executive Vice President—Finance,

Chief Financial Officer and Chief Operating   Officer

cc:

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel   I. Papernik, Esq.

2

CORRESP
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Merav Gershtenman | 212 692   6806 |  mgershtenman@mintz.com

Chrysler Center

666 Third Avenue

New York, NY  10017

212-935-3000

212-983-3115   fax

www.mintz.com

April 24, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Re:                             Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1

Filed on April 4, 2012

File No. 333-173291

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-173291) as initially filed with the Commission on April 4, 2012 (the “Post-Effective Amendment”).  We are also delivering two clean courtesy copies of the Amendment to the attention of Karen Ubell, Esq. of the Commission.

Set forth below is the Company’s response to the comments provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 11, 2012, from Jeffrey Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

Incorporation by Reference, page 50

1.                                      We note that your registration statement incorporates by reference materials from your Annual Report on Form 10-K for the year ended December 31, 2011. This filing does not contain the information required by Part III of Form 10-K. We will not be in a position to accelerate the effectiveness of your registration statement until you amend your Form 10-K to include the Part III information or have provided the information in a definitive proxy statement.

Response:              In response to the Staff’s comment, the Company incorporated by reference the definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012, which contains the information required by Part III of Form 10-K.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

2.                                      You have included language incorporating by reference reports and documents you subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act or Exchange Act after the date of the prospectus. Forward incorporation is not permissible for registration statement on Form S-1. Please amend your filing to delete this paragraph.

Response:              In response to the Staff’s comment, the Company deleted the paragraph that referenced future incorporation of reports and documents by reference.

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Avisheh Avini at (212) 692-6200 or the undersigned at (212) 692-6806 with any comments or questions and please send a copy of any written comments to the following parties:

Avisheh Avini, Esq.

Merav Gershtenman, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Very   truly yours,

/s/ Merav   Gershtenman

Merav   Gershtenman

cc:                                Securities and Exchange Commission (Jeffrey Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,Finance)

2

CORRESP
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Merav   Gershtenman | 212 692 6806 | mgershtenman@mintz.com

Chrysler Center
   666 Third Avenue
   New York, NY 10017
 212-935-3000
   212-983-3115 fax
 www.mintz.com

April 24, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Re:                            Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1

Filed on April 4, 2012

File No. 333-167470

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-167470) as initially filed with the Commission on April 4, 2012 (the “Post-Effective Amendment”).  We are also delivering two clean courtesy copies of the Amendment to the attention of Karen Ubell, Esq. of the Commission.

Set forth below is the Company’s response to the comments provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 11, 2012, from Jeffrey Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

Incorporation by Reference, page 50

1.                                      We note that your registration statement incorporates by reference materials from your Annual Report on Form 10-K for the year ended December 31, 2011. This filing does not contain the information required by Part III of Form 10-K. We will not be in a position to accelerate the effectiveness of your registration statement until you amend your Form 10-K to include the Part III information or have provided the information in a definitive proxy statement.

Response:              In response to the Staff’s comment, the Company incorporated by reference the definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012, which contains the information required by Part III of Form 10-K.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

2.                                      You have included language incorporating by reference reports and documents you subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act or Exchange Act after the date of the prospectus. Forward incorporation is not permissible for registration statement on Form S-1. Please amend your filing to delete this paragraph.

Response:              In response to the Staff’s comment, the Company deleted the paragraph that referenced future incorporation of reports and documents by reference.

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Avisheh Avini at (212) 692-6200 or the undersigned at (212) 692-6806 with any comments or questions and please send a copy of any written comments to the following parties:

Avisheh Avini, Esq.

Merav Gershtenman, Esq.

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666   Third Avenue

New   York, NY 10017

Phone:   (212) 935-3000

Fax:   (212) 983-3115

Very   truly yours,

/s/  Merav Gershtenman

Merav   Gershtenman

cc:

Securities   and Exchange Commission (Jeffrey Riedler, Esq., Assistant   Director)

Cyclacel   Pharmaceuticals, Inc. (Spiro Rombotis,   President and Chief Executive Officer; Paul    McBarron, Chief Operating Officer, Chief Financial Officer and   Executive Vice President, Finance)

2

CORRESP
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filename1.htm

Merav   Gershtenman | 212 692 6806 | mgershtenman@mintz.com

Chrysler Center
   666 Third Avenue
   New York, NY 10017
 212-935-3000
   212-983-3115 fax
 www.mintz.com

April 24, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Re:                            Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1

Filed on April 4, 2012

File No. 333-140034

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-140034) as initially filed with the Commission on April 4, 2012 (the “Post-Effective Amendment”).  We are also delivering two clean courtesy copies of the Amendment to the attention of Karen Ubell, Esq. of the Commission.

Set forth below is the Company’s response to the comments provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 11, 2012, from Jeffrey Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

Incorporation by Reference, page 50

1.                                      We note that your registration statement incorporates by reference materials from your Annual Report on Form 10-K for the year ended December 31, 2011. This filing does not contain the information required by Part III of Form 10-K. We will not be in a position to accelerate the effectiveness of your registration statement until you amend your Form 10-K to include the Part III information or have provided the information in a definitive proxy statement.

Response:              In response to the Staff’s comment, the Company incorporated by reference the definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012, which contains the information required by Part III of Form 10-K.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

2.                                      You have included language incorporating by reference reports and documents you subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act or Exchange Act after the date of the prospectus. Forward incorporation is not permissible for registration statement on Form S-1. Please amend your filing to delete this paragraph.

Response:              In response to the Staff’s comment, the Company deleted the paragraph that referenced future incorporation of reports and documents by reference.

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Avisheh Avini at (212) 692-6200 or the undersigned at (212) 692-6806 with any comments or questions and please send a copy of any written comments to the following parties:

Avisheh Avini, Esq.

Merav Gershtenman, Esq.

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666   Third Avenue

New   York, NY 10017

Phone:   (212) 935-3000

Fax:   (212) 983-3115

Very   truly yours,

/s/ Merav   Gershtenman

Merav   Gershtenman

cc:

Securities   and Exchange Commission (Jeffrey Riedler, Esq., Assistant   Director)

Cyclacel   Pharmaceuticals, Inc. (Spiro Rombotis,   President and Chief Executive Officer;  Paul McBarron, Chief Operating Officer,   Chief Financial Officer and Executive Vice President, Finance)

2

CORRESP
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filename1.htm

Merav   Gershtenman | 212 692 6806 | mgershtenman@mintz.com

Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

April 24, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Re:                            Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Form S-3 on Form S-1

Filed on April 4, 2012

File No. 333-170421

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-170421) as initially filed with the Commission on April 4, 2012 (the “Post-Effective Amendment”).  We are also delivering two clean courtesy copies of the Amendment to the attention of Karen Ubell, Esq. of the Commission.

Set forth below is the Company’s response to the comments provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 11, 2012, from Jeffrey Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s responses are numbered to correspond to the comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

Incorporation by Reference, page 50

1.                                      We note that your registration statement incorporates by reference materials from your Annual Report on Form 10-K for the year ended December 31, 2011. This filing does not contain the information required by Part III of Form 10-K. We will not be in a position to accelerate the effectiveness of your registration statement until you amend your Form 10-K to include the Part III information or have provided the information in a definitive proxy statement.

Response:                                         In response to the Staff’s comment, the Company incorporated by reference the definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012, which contains the information required by Part III of Form 10-K.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

2.                                      You have included language incorporating by reference reports and documents you subsequently file pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act or Exchange Act after the date of the prospectus. Forward incorporation is not permissible for registration statement on Form S-1. Please amend your filing to delete this paragraph.

Response:                                         In response to the Staff’s comment, the Company deleted the paragraph that referenced future incorporation of reports and documents by reference.

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Avisheh Avini at (212) 692-6200 or the undersigned at (212) 692-6806 with any comments or questions and please send a copy of any written comments to the following parties:

Avisheh Avini, Esq.

Merav Gershtenman, Esq.

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666   Third Avenue

New   York, NY 10017

Phone:   (212) 935-3000

Fax:   (212) 983-3115

Very   truly yours,

/s/   Merav Gershtenman

Merav   Gershtenman

cc:                                Securities and Exchange Commission (Jeffrey Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance)

2

CORRESP
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filename1.htm

Avisheh   Avini | 212 692 6200 | aavini@mintz.com

Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

April 19, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Mail Stop 3561
 Washington, D.C. 20549

Re:

Cyclacel Pharmaceuticals, Inc.

Revised Preliminary Proxy Statement on Schedule 14A

Filed on April 17, 2012

File No. 000-50626

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a response to the oral comment provided by the staff (the “Staff”) of the Commission on April 18, 2012, with regard to the Company’s revised Preliminary Proxy Statement on Schedule 14A (File No. 000-50626) as filed with the Commission on April 17, 2012 (the “Proxy  Statement”).

General

1.                                      We note that you are seeking approval to effect a reverse stock split at a ratio of up to 10:1 to be determined by the board of directors. Please revise your disclosure to describe any specific plans, arrangements or understandings, whether written or oral, to issue any of the authorized shares that will be newly available as a result of the approval of the reverse stock split. If you have no such plans, arrangements or understandings, please revise your disclosure to so state.

Response:   In response to the Staff’s comment, the Company has revised its disclosure on page 39 of the Proxy Statement so that the revised disclosure now reads as follows:

“The proposed amendment to our Certificate of Incorporation to effect the Reverse Stock Split, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock or preferred stock, or the par value of Common Stock or preferred stock. Although the primary purpose of the proposed Reverse Stock Split is to enable the Company to regain compliance with the $1.00 per share minimum bid price for continued listing, the Board of Directors also considers it to be in the best interest of the Company to have a sufficient number of shares of Common Stock available for issuance in order to provide the Company with business and financing flexibility in the future.  The Company does not, however, currently have any specific plans, arrangements or understandings relating to the issuance of any additional shares of authorized Common Stock that will become available following the Reverse Stock Split.”

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6200 with any comments or questions and please send a copy of any written comments to the following parties:

Jeffrey P. Schultz, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Very   truly yours,

/s/ Avisheh   Avini

Avisheh   Avini

cc:                                 Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance)

2

CORRESP
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filename1.htm

Avisheh Avini | 212 692   6200 |  aavini@mintz.com

Chrysler Center

666 Third Avenue

New York, NY  10017

212-935-3000

212-983-3115   fax

www.mintz.com

April 17, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C.  20549

Re:                             Cyclacel Pharmaceuticals, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on April 6, 2012

File No.  000-50626

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) a revised Preliminary Proxy Statement on Schedule 14A (File No. 000-50626) as initially filed with the Commission on April 6, 2012 (the “Proxy  Statement”).  We are also delivering five clean and marked complete courtesy copies of the Proxy Statement to the attention of Johnny Gharib, Esq. of the Commission.

Set forth below is the Company’s response to the comment provided by the staff (the “Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 13, 2012, from Jeffrey P. Riedler, Esq., Assistant Director of the Division of Corporation Finance.  The Company’s response is numbered to correspond to the comment, as set forth in the Comment Letter, which, for convenience, we have incorporated into this response letter.

General

1.                                      We note that you are seeking approval to effect a reverse stock split at a ratio of up to 10:1 to be determined by the board of directors. Please revise your disclosure to describe any specific plans, arrangements or understandings, whether written or oral, to issue any of the authorized shares that will be newly available as a result of the approval of the reverse stock split. If you have no such plans, arrangements or understandings, please revise your disclosure to so state.

Response:  In response to the Staff’s comment, the Company has supplemented its disclosure on page 39 of the Proxy Statement to add the bold and underlined language below so that the revised disclosure reads as follows:

“The proposed amendment to our Certificate of Incorporation to effect the Reverse Stock Split, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock or preferred stock,

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

or the par value of Common Stock or preferred stock. Although the primary purpose of the proposed Reverse Stock Split is to enable the Company to regain compliance with the $1.00 per share minimum bid price, the Board of Directors also considers it to be in the best interest of the Company to have a sufficient number of shares of Common Stock available for issuance in order to provide the Company with business and financing flexibility in the future. In addition, the Board of Directors believes in the importance of stock-based compensation and benefits plans to align employee and stockholder interests and to continue to attract and retain the services of outstanding employees. Common Stock may be issued by the Company in connection with future acquisitions, strategic business collaborations, equity financings or upon conversion or exchange of outstanding securities. The Company is also obligated to reserve shares for issuance to certain existing investors. Except as described in this paragraph, we do not have any current plans, arrangements or understandings relating to the issuance of any additional shares of authorized Common Stock that will become available following the Reverse Stock Split.”

The Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6200 with any comments or questions and please send a copy of any written comments to the following parties:

Jeffrey P. Schultz, Esq.

Avisheh Avini, Esq.

Mintz,   Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666   Third Avenue

New   York, NY 10017

Phone:   (212) 935-3000

Fax:   (212) 983-3115

Very   truly yours,

/s/ Avisheh   Avini

Avisheh   Avini

cc:                                 Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

2

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance)

3

April 13, 2012
 Via E-mail

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey 07922
Re: Cyclacel Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on April 6, 2012
  File No. 000-50626

Dear Mr. Rombotis:
 We have limited our review of the above proxy statement to the issue we have addressed
in our comment.  Please respond to this letter by revising the proxy statement.  Where you do not
believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.
 1. We note that you are seeking approval to eff ect a reverse stock split at a ratio of up to
10:1 to be determined by the board of dir ectors.  Please revise  your disclosure to
describe any specific plans, arrangements or understandings, whether written or oral,
to issue any of the authorized shares that will be newly available as a result of the
approval of the reverse stock split.  If you have no such plans, arrangements or
understandings, please revise your  disclosure to so state.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 13, 2012 Page 2

  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 federa l securities laws of  the United States.

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Jeffrey Schultz  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017

April 11, 2012
 Via E-mail

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, NJ  07922
Re: Cyclacel Pharmaceuticals, Inc.
  Post-Effective Amendment No. 1 to Form S-3 on Form S-1
Filed April 4, 2012
  File No. 333-140034

Dear Mr. Rombotis:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve 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.

Incorporation by Reference, page 50

1. We note that your registration statement inco rporates by reference materials from your
Annual Report on Form 10-K for the year e nded December 31, 2011. This filing does not
contain the information required by Part III of Form 10-K.  We will not be in a position to accelerate the effectiveness of your regi stration statement until you amend your Form
10-K to include the Part III information or ha ve provided the information in a definitive
proxy statement.

2. You have included language incorporati ng by reference reports and documents you
subsequently file pursuant to Sections 13( a), 13(c), 14 and 15(d) of the Securities
Exchange Act or the Exchange Act after the date of the prospectus.  Forward
incorporation is not permissible for registra tion statements on Form S-1.  Please amend
your filing to delete this paragraph.

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 11, 2012 Page 2

 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.  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 Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director

CORRESP
1
filename1.htm

Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, New
Jersey 07922

United States of America

May 31, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop
3561

Washington, D.C. 20549

  Re:

  Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-1
on Form S-3

 (SEC File No. 333-170421)

Ladies and Gentlemen:

With respect to the
above-referenced Post-Effective Amendment No. 2 to Registration Statement
on Form S-1 on Form S-3 (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests, on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”),
that the Securities and Exchange Commission accelerate the effective date of
the Registration Statement to 4:30 p.m. on Thursday, June 2, 2011, or as
soon as practicable thereafter.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

The Company
acknowledges to the Securities and Exchange Commission (the
“Commission”) that: (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; (ii) 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 (iii) the Company may not assert staff
comments and 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 call Merav
Gershtenman, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Company, at (212) 692-6806 with any comments or questions
regarding the Registration Statement.

Very truly yours,

/s/ Paul
McBarron

Paul McBarron

Chief Operating Officer, Chief
Financial Officer,

Executive Vice President-Finance

CORRESP
1
filename1.htm

Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, New
Jersey 07922

United States of America

May 31, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop
3561

Washington, D.C. 20549

Re:

  Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-1
on Form S-3

(SEC File No. 333-167470)

Ladies and Gentlemen:

With respect to the
above-referenced Post-Effective Amendment No. 2 to Registration Statement
on Form S-1 on Form S-3 (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests, on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”),
that the Securities and Exchange Commission accelerate the effective date of
the Registration Statement to 4:30 p.m. on Thursday, June 2, 2011, or as
soon as practicable thereafter.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

The Company
acknowledges to the Securities and Exchange Commission (the
“Commission”) that: (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; (ii) 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 (iii) the Company may not assert staff
comments and 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 call Merav
Gershtenman, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Company, at (212) 692-6806 with any comments or questions
regarding the Registration Statement.

Very truly yours,

/s/ Paul
McBarron

Paul McBarron

Chief Operating Officer, Chief Financial Officer,

Executive Vice
President-Finance

CORRESP
1
filename1.htm

Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, New
Jersey 07922

United States of America

May 31, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop
3561

Washington, D.C. 20549

Re:      Cyclacel
Pharmaceuticals, Inc.

            Post-Effective
Amendment No. 2 to Registration Statement on Form S-1 on
Form S-3

             (SEC File No. 333-140034)

Ladies and Gentlemen:

With respect to the
above-referenced Post-Effective Amendment No. 2 to Registration Statement
on Form S-1 on Form S-3 (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests, on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”),
that the Securities and Exchange Commission accelerate the effective date of
the Registration Statement to 4:30 p.m. on Thursday, June 2, 2011, or as
soon as practicable thereafter.

The
cooperation of the staff in meeting the timetable described above is very much
appreciated.

The Company
acknowledges to the Securities and Exchange Commission (the
“Commission”) that: (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; (ii) 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 (iii) the Company may not assert staff
comments and 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
call Merav Gershtenman, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., counsel to the Company, at (212) 692-6806 with any comments or
questions regarding the Registration Statement.

Very truly yours,

/s/ Paul
McBarron

Paul McBarron

Chief Operating Officer, Chief Financial
Officer,

Executive Vice President-Finance

CORRESP
1
filename1.htm

Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

May 27, 2011

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

              Re:

    Cyclacel Pharmaceuticals, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1
on Form S-3

Filed May 16, 2011

File No. 333-170421

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Post-Effective Amendment No. 2 to
Registration Statement on Form S-1 on Form S-3 (Registration No. 333-170421) (the “Amendment”) as
initially filed with the Commission on May 16, 2011 (the “Registration Statement”). We are also
delivering two clean courtesy copies of the Amendment to the attention of Ms. Rose Zukin, Esq. of
the Commission.

Set forth below is the Company’s response to the comment provided by the staff (the “Staff”)
of the Commission by way of a letter (the “Comment Letter”) dated May 23, 2011, from Jeffrey P.
Riedler, Esq., Assistant Director of the Division of Corporation Finance.

Post-Effective Amendment No. 1 to Registration Statement

    1.

    We note that your incorporation by reference language on page 46 states that
the company will incorporate by reference all documents filed pursuant to the Exchange
Act “prior to the termination of the offering.” This language does not allow for the
registration statement to forward incorporate by reference any relevant Exchange Act
documents filed by the company prior to effectiveness of the registration statement.
Accordingly, please revise this section to either incorporate by reference all relevant
Exchange Act documents filed subsequent to the filing of the initial registration
statement, including the Form 10-Q filed by the company on May 16, 2011, or change the
current language such that the registration statement also forward incorporates all
filings made pursuant to the Exchange
Act after the date of the initial registration statement, and prior to effectiveness
of the registration statement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 27, 2011

Page 2

              Response:

    In response to the Staff’s comment, the Company has revised the
incorporation by reference language on page 46 of the Amendment and incorporated by
reference the Form 10-Q filed by the Company on May 16, 2011.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

    Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

CORRESP
1
filename1.htm

Correspondence

    Chrysler Center

    666 Third Avenue
New York, NY 10017

    Joel I. Papernik | 212 692 6774 |  jipapernik@mintz.com

    212-935-3000

    212-983-3115 fax

    www.mintz.com

May 27, 2011

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

    Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3

    Filed May 16, 2011

    File No. 333-140034

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Post-Effective Amendment No. 2 to
Registration Statement on Form S-1 on Form S-3 (Registration No. 333-140034) (the “Amendment”) as
initially filed with the Commission on May 16, 2011 (the “Registration Statement”). We are also
delivering two clean courtesy copies of the Amendment to the attention of Ms. Rose Zukin, Esq. of
the Commission.

Set forth below is the Company’s response to the comment provided by the staff (the “Staff”)
of the Commission by way of a letter (the “Comment Letter”) dated May 23, 2011, from Jeffrey P.
Riedler, Esq., Assistant Director of the Division of Corporation Finance.

Post-Effective Amendment No. 1 to Registration Statement

    1.

    We note that your incorporation by reference language on page 40 states that the
company will incorporate by reference all documents filed pursuant to the Exchange
Act “prior to the termination of the offering.” This language does not allow for
the registration statement to forward incorporate by reference any relevant Exchange
Act documents filed by the company prior to effectiveness of the registration
statement. Accordingly, please revise this section to either incorporate by
reference all relevant Exchange Act documents filed subsequent to the filing of the
initial registration statement, including the Form 10-Q filed by the company on May
16, 2011, or change the current language such that the registration statement also
forward incorporates all filings made pursuant to the Exchange

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 27, 2011

Page 2

Act after the date of the initial registration statement, and prior to effectiveness
of the registration statement.

    Response:

     In response to the Staff’s comment, the Company has revised the
incorporation by reference language on page 40 of the Amendment and incorporated by
reference the Form 10-Q filed by the Company on May 16, 2011.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Very truly yours,

/s/ Joel I. Papernik

Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

    Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;

Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

CORRESP
1
filename1.htm

Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center

666 Third Avenue New York, NY 10017

212-935-3000 212-983-3115 fax

www.mintz.com

May 27, 2011

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

    Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3

    Filed May 16, 2011

    File No. 333-167470

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Post-Effective Amendment No. 2 to
Registration Statement on Form S-1 on Form S-3 (Registration No. 333-167470) (the “Amendment”) as
initially filed with the Commission on May 16, 2011 (the “Registration Statement”). We are also
delivering two clean courtesy copies of the Amendment to the attention of Ms. Rose Zukin, Esq. of
the Commission.

Set forth below is the Company’s response to the comment provided by the staff (the “Staff”)
of the Commission by way of a letter (the “Comment Letter”) dated May 23, 2011, from Jeffrey P.
Riedler, Esq., Assistant Director of the Division of Corporation Finance.

Post-Effective Amendment No. 1 to Registration Statement

    1.

    We note that your incorporation by reference language on page 43 states that the
company will incorporate by reference all documents filed pursuant to the Exchange
Act “prior to the termination of the offering.” This language does not allow for
the registration statement to forward incorporate by reference any relevant Exchange
Act documents filed by the company prior to effectiveness of the registration
statement. Accordingly, please revise this section to either incorporate by
reference all relevant Exchange Act documents filed subsequent to the filing of the
initial registration statement, including the Form 10-Q filed by the company on May
16, 2011, or change the current language such that the registration statement also
forward incorporates all filings made pursuant to the Exchange Act after the date of the initial registration statement, and prior to effectiveness
of the registration statement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 27, 2011

Page 2

    Response:

    In response to the Staff’s comment, the Company has revised the incorporation by reference language on page 43 of the Amendment and incorporated by reference the Form 10-Q filed by the Company on May 16, 2011.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

    Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer; Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

May 23, 2011

Spiro Rombotis
President and Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922
Re: Cyclacel Pharmaceuticals, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S -1 on
Form S -3
Filed  May 16, 2011
  File No.  333-140034
 Dear Mr. Rombotis :
 We have limited our review of the above referenced  filing  to the issues identified in this
letter an d have 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 this letter by amending your filing  and prov iding the requested
information .  Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement

1. We note that your incorporation by reference language on page 40 states that the company will incorporate by reference all documen ts filed pursuant to the Exchange Act
“prior to the termination of the offering.”  This language does not allow for the
registration statement to forward incorporate by reference any relevant Exchange Act documents filed by the company prior to effectivene ss of the registration statement.
Accordingly, please revise this section to either incorporate by reference all relevant Exchange Act documents filed subsequent to the filing of the initial registration statement, including the Form 10- Q filed by the com pany on May 16, 2011, or change the
current language such that the registration statement also forward incorporates all filings made pursuant to the Exchange Act after the date of the initial registration statement, and prior to effectiveness of the regist ration statement.

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 Act of 1933 and

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
May 23, 2011
Page 2

all applicable Securities  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.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the 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 fo r
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Rose Zukin at (202) 551- 3239 or me at (202) 551 -3710 with any
questions.
Sincerely,

   Jeffrey P. Riedler
Assistant Direc tor
 cc: Joel I. Papernik, Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue
New York, NY 10017

CORRESP
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Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, New
Jersey 07922

United States of America

April 22, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

Attention: Johnny Gharib, Esq.

Re:

  Cyclacel Pharmaceuticals, Inc.

  Registration Statement on Form S-3, as amended (SEC File No. 333-173291)

Ladies and Gentlemen:

With respect to the
above-referenced Registration Statement on Form S-3, as amended (the
“Registration Statement”), and pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, the
undersigned hereby respectfully requests, on behalf of Cyclacel
Pharmaceuticals, Inc. (the “Company”), that the Securities
and Exchange Commission accelerate the effective date of the Registration
Statement to 4:30 p.m. on Tuesday, April 26, 2011, or as soon as
practicable thereafter.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

The Company
acknowledges to the Securities and Exchange Commission (the
“Commission”) that: (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective,
the Commission is not foreclosed from taking any action with respect to the
filing; (ii) 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 (iii) the Company may not assert 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 call Avisheh
Avini, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to
the Company, at (212) 692-6200 with any comments or questions regarding
the Registration Statement.

Very truly yours,

/s/ Paul
McBarron

Paul McBarron

Chief
Operating Officer, Chief Financial Officer,

Executive Vice
President-Finance

CORRESP
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corresp

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

April 14, 2011

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

    Pre-Effective Amendment No. 1 to

    Registration Statement on Form S-3/A

    As initially filed on April 4, 2011

    Registration Number 333-173291

Ladies and Gentleman:

     On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-3/A (Registration No. 333-173291) (the “Amendment”) as initially
filed with the Commission on April 4, 2011 (the “Registration Statement”). We are also delivering
five clean and marked complete courtesy copies of the Amendment to the attention of Johnny Gharib,
Esq. of the Commission.

     Set forth below are the Company’s responses to the comments provided by the staff (the
“Staff”) of the Commission by way of a letter (the “Comment Letter”) dated April 13, 2011, from
Jeffrey P. Riedler, Esq., Assistant Director of the Division of Corporation Finance. The Company’s
responses are numbered to correspond to the comments, as set forth in the Comment Letter, which,
for convenience, we have incorporated into this response letter.

General

    1.

    Please verify that you will file forms of indenture in a pre-effective amendment for the
senior and subordinated debt securities.

Response: The Company has filed the form of Indenture relating to senior debt
securities and the form of Indenture relating to subordinated debt securities as Exhibits 4.3
and 4.4, respectively, to the Amendment.

    2.

    We note that you are attempting to register a primary offering of your securities on Form
S-3, but the aggregate market value of the common equity held by non-affiliates appears to be
less than the $75 million minimum required by General Instruction I.B.1. of S-3. Accordingly,
please provide us with an explanation of why you are eligible to register this offering on
Form S-3. If you are relying on General

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego |
London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

April 14, 2011

Page 2

    Instruction I.B.6. of S-3, please confirm this and provide the disclosure on the outside
front cover of the prospectus required by Instruction 7 to I.B.6.

Response: The Company relied on General Instruction I.B.6. in determining that the
Company was eligible to use Form S-3 for this offering. Please see the cover page of the
prospectus where the following language has been inserted:

    “As of February 15, 2011, the aggregate market value of our outstanding common
stock held by non-affiliates was approximately $68,243,087.70 based on 46,595,562
shares of outstanding common stock, of which approximately 45,800,730 shares were
held by non-affiliates, and a per share price of $1.49 based on the closing sale
price of our common stock on February 15, 2011. As of the date hereof, we have not
offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the
prior 12-calendar month period that ends on and includes the date hereof.”

    3.

    Please confirm that, in connection with each takedown of securities, you will file an amended
legal opinion as to the specific securities issued.

Response: The Company hereby confirms that, in connection with each takedown
of securities, it will file an amended legal opinion as to the specific securities issued.

    The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

    •

    Staff comments or changes to disclosure to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

     Please call Jeffrey P. Schultz at (212) 692-6732 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

April 14, 2011

Page 3

    Very truly yours,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

    Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

April 13, 2011

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500
Barkeley Heights, NJ 07922

Re: Cyclacel Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed April 4, 2011
  File No. 333-173291

Dear Mr. Rombotis:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  Where 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.

 General

1. Please verify that you will file forms of indenture in a pre-effective amendment for the senior and subordina ted debt securities.

2. We note that you are attempting to register a primary offering of your securities on
Form S-3, but the aggregate market value of the common equity held by non-affiliates
appears to be less than the $75 million mi nimum required by General Instruction
I.B.1. of S-3.  Accordingly, please provide us with an explanation of why you are eligible to register this offering on Form S-3.  If you are relying on General Instruction I.B.6. of S-3, pleas e confirm this and provide th e disclosure on the outside
front cover of the prospectus re quired by Instruc tion 7 to I.B.6.

3. Please confirm that, in connection with each  takedown of securiti es, you will file an
amended legal opinion as to the specific securities issued.

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. April 13, 2011 Page 2

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 disclosure, 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.  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 the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Johnny Gharib  at (202) 551-3170, Daniel Greenspan at (202) 551-3623
or me at (202) 551-3715 with any other questions.
Sincerely,
     Jeffrey Riedler
Assistant Director
 cc:  Joel I. Papernik, Esq.  Todd E. Mason, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, New York 10017

CORRESP
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Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

(908) 517-7330

December 1, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Esq.

    RE:

    Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1 (Commission File No. 333-170421)

Acceleration Request

Dear Mr. Riedler:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended,
Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the
above-captioned Registration Statement on Form S-1 be accelerated to Monday, December 6, 2010, at 4:00 p.m. Eastern
Time, or as soon as practicable thereafter.

The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the 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 the disclosure in the filing; and

    •

    the Company may not assert staff comments and 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.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Any questions regarding this request should be addressed to Avisheh Avini, Esq., at Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., The Chrysler Center, 666 Third Avenue, New York, New York, 10017, telephone (212) 692-6200.

1

Very truly yours,

Cyclacel Pharmaceuticals, Inc.

/s/ Paul McBarron

By: Paul McBarron

Its: Executive Vice President –
 Finance, Chief Operating Officer and

Chief Financial Officer

    cc:

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Joel I. Papernik, Esq.

Todd E. Mason, Esq.

2

CORRESP
1
filename1.htm

corresp

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

November 29, 2010

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on November 5, 2010

File Number 333-170421

Ladies and Gentleman:

     On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 (the “Amendment”) to the
Registration Statement on Form S-1 (File No. 333-170421) filed with the Commission on November 5,
2010 (the “Registration Statement”). We are also delivering five clean and marked complete
courtesy copies of the Amendment to the attention of Jeffrey P. Riedler, Esq. of the Commission.

     Set forth below are the Company’s responses to the Commission’s comments provided by a letter
(the “Comment Letter”) dated November 16, 2010, from Jeffrey P. Riedler, Esq., Assistant Director
of the Division of Corporation Finance. The Company’s responses are numbered to correspond to the
comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into
this response letter.

General

1. We note that this transaction relates to the resale of up to a total of 18,727,183 shares of
common stock by the selling stockholders, which shares are comprised partly of 2,080,803 shares
issuable upon exercise of the Option Warrants issuable upon exercise of the Options. The company
is not eligible to register the 2,080,803 shares of common stock issuable upon exercise of the
Options, as they are not outstanding or issuable upon the exercise of an outstanding security.
Please remove these shares from the registration statement.

Response: In response to the Commission’s comment, the Company has removed the shares
of common stock issuable upon exercise of the Option Warrants from the Registration Statement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

November 29, 2010

Page 2

2. Please file, and include in your Exhibit Index as Exhibit 5.1, a legal opinion in
compliance with Item 601(b)(5) of Regulation S-K.

Response: Our firm’s legal opinion has been filed as Exhibit 5.1 to the Registration
Statement in compliance with Item 601(b)(5) of Regulation S-K.

     Please call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

November 16, 2010

Spiro Rombotis President and Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

Re: Cyclacel Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed November 5, 2010
  File No. 333-170421

Dear Mr. Rombotis:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  Where 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.
 1. We note that this transaction relates to the resale of up to a total of 18,727,183 shares
of common stock by the selling stockholders, which shares are comprised partly of 2,080,803 shares issuable upon exercise of  the Option Warrants issuable upon
exercise of the Options.  The company is not eligible to regi ster the 2,080,803 shares
of common stock issuable upon exercise  of the Option Warrants issuable upon
exercise of the Options, as they are not outstanding or issuable upon the exercise of
an outstanding security.  Please remove thes e shares from the registration statement.

2. Please file, and include in your Exhibit Index as exhibit 5.1, a legal opinion in compliance with Item 601(b )(5) of Regulation S-K.

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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Spiro Rombotis Cyclacel Pharmaceuticals, Inc. November 16, 2010 Page 2

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.  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 the 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,
       Jeffrey Riedler
Assistant Director
 cc:  Joel I. Papernik, Esq.  Todd E. Mason, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, New York 10017

CORRESP
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filename1.htm

Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

June 18, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Brian Pitko, Esq.

    Re:

    Cyclacel Pharmaceuticals, Inc.

Post —Effective Amendment No. 1 on Form S-1 to Form S-3, as amended

File Number: 333-140034

Dear Mr. Pitko:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of
1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the
effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 to Form S-3, as amended, be accelerated to Tuesday, June 22, 2010, at 4:30 p.m., EST, or
as soon as thereafter practicable.

Please note that we acknowledge the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the 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 the disclosure in the filing;
and

    •

    the Company may not assert staff comments and 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.

Securities and Exchange Commission

June 18, 2010

Page 2

Any questions should be addressed to Avisheh Avini, Esq., at Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone
(212) 935-3000.

Thank you very much.

    Very truly yours,

CYCLCAEL PHARMACEUTICALS, INC.

/s/
Paul McBarron

    Paul McBarron

    Executive Vice President—Finance,

Chief Financial Officer and Chief Operating
Officer

    cc:

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel I. Papernik, Esq.

CORRESP
1
filename1.htm

Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

June 18, 2010

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Amendment No. 1 to Registration Statement on Form S-1/A

Filed on June 11, 2010, as amended on June 18, 2010

File Number 333-167470

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to Registration
Statement on Form S-1/A (the “Amendment”), initially
filed with the Commission on June 11, 2010, and as amended on
June 18, 2010. We are also delivering five clean and marked complete courtesy
copies of the Amendment to the attention of Bryan Pitko, Esq. of the Commission.

Set forth below are the Company’s responses to the Commission’s comment provided by a letter
(the “Comment Letter”) dated June 16, 2010, from Jeffrey P. Riedler, Esq., Assistant Director of the
Division of Corporation Finance. The Company’s response is numbered to correspond to the
comment, as set forth in the Comment Letter, which, for convenience, we have incorporated into
this response letter.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 18, 2010

Page 2

General

Incorporation of Documents by Reference, page 58

1.  We note that you filed a Current Report on Form 8-K on June 14, 2010.  Under Item 12 of Form S-1 you must
incorporate by reference all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of your
fiscal year. Please revise your registration statement to incorporate by reference your Form 8-K filed June 14, 2010.

Response: We have amended “Incorporation of Documents by Reference” to include the
foregoing Current Report on Form 8-K.

The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the 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 the disclosure in the filing; and

    •

    the Company may not assert 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 call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

CORRESP
1
filename1.htm

Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center 666

Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

June 18, 2010

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Post-effective Amendment No. 2 to Form S-3 on Form S-1/A

Filed on May 27, 2010, as amended on June 11, 2010 and
June 18, 2010

File Number 333-140034

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission”) the Post-effective Amendment
No. 2 to Form S-3 on Form S-1/A, as initially filed with the
Commission on May 27, 2010, and as amended on June 11, 2010
and June 18, 2010 (the “Amendment”). We are
also delivering five clean and marked complete courtesy copies of the Amendment to the attention of
Brian Pitko, Esq. of the Commission.

Set forth below are the Company’s responses to the Commission’s comment provided by a letter
(the “Comment Letter”) dated June 16, 2010, from Jeffrey P. Riedler, Esq., Assistant Director of the
Division of Corporation Finance. The Company’s response is numbered to correspond to the
comment, as set forth in the Comment Letter, which, for convenience, we have incorporated into
this response letter.

Incorporation of Documents by Reference, page 58

1. We note that
you filed a Current Report on Form 8-K on June 14, 2010.  Under
Item 12 of Form S-1 you must incorporate by reference all reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of your
fiscal year. Please revise your registration statement to incorporate by
reference your Form 8-K filed June 14, 2010.

Response: We have amended “Incorporation of Documents by Reference” to include the
foregoing Current Report on Form 8-K.

The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the 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 the disclosure in the filing; and

    •

    the Company may not assert 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 call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 18, 2010

Page 2

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

/s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

CORRESP
1
filename1.htm

Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

June 18, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Brian Pitko, Esq.

    Re:

     Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-1, as amended

File Number: 333-167470

Dear Mr. Pitko:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of
1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the
effectiveness of the above-captioned Registration Statement on Form S-1, as amended, be accelerated
to Tuesday, June 22, 2010, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the 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 the disclosure in the filing;
and

    •

    the Company may not assert staff comments and 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.

Securities and Exchange Commission

June 18, 2010

Page 2

Any questions should be addressed to Avisheh Avini, Esq., at Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone
(212) 935-3000.

Thank you very much.

    Very truly yours,

CYCLCAEL PHARMACEUTICALS, INC.

    /s/ Paul McBarron

    Paul McBarron

    Executive Vice President—Finance,

Chief Financial Officer and Chief Operating Officer

    cc:

     Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel I. Papernik, Esq.

June 16, 2010
  Spiro Rombotis Chief Executive Officer  Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
 Re: Cyclacel Pharmaceuticals, Inc.
  Post-effective Amendment No. 1 on Form S-1/A to Form S-3
  Filed June 11, 2010   File Number: 333-140034

Dear Mr. Rombotis:   We have considered your amendment a nd response letter dated June 11, 2010 to our
comment letter dated June 9, 2010 and have the following comment.       Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe that an amendm ent 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/A

 Incorporation of Document s by Reference, page 58

1. We note that you filed a Current Report on Form 8-K on June 14, 2010.  Under Item 12
of Form S-1 you must incorporate by referen ce all reports filed pursu ant to Section 13(a)
or 15(d) of the Exchange Act since the end of your fiscal year.   Please revise your
registration statement to in corporate by reference your Form 8-K filed June 14, 2010.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and all applicable Securi ties Act rules.  Since the comp any 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.

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc. June 16, 2010 Page 2      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.

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 Bryan Pitko at (202) 551-3203 or me at (202) 551-3715 with any
questions.
      Sincerely,
        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Joel I. Papernik, Esq.
Todd E. Mason, Esq. Avisheh Avini, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017

CORRESP
1
filename1.htm

Correspondence

Joel I. Papernik | 212 692 6774 | jipapernik@mintz.com

    Chrysler Center 666

Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

June 11, 2010

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Post-effective Amendment No. 1 to Form S-3 on Form S-1/A

Filed on May 27, 2010

File Number 333-140034

Ladies and Gentleman:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby file with the
Securities and Exchange Commission (the “Commission") an amendment to the Post-effective Amendment
No. 1 to Form S-3 on Form S-1/A, as initially filed with the Commission on May 27, 2010. We are
also delivering five clean and marked complete courtesy copies of the Amendment to the attention of
Brian Pitko, Esq. of the Commission.

Set forth below are the Company’s responses to the Commission’s comments provided by a letter
(the “Comment Letter") dated June 9, 2010, from Jeffrey P. Riedler, Esq., Assistant Director of the
Division of Corporation Finance. The Company’s responses are numbered to correspond to the
comments, as set forth in the Comment Letter, which, for convenience, we have incorporated into
this response letter.

Incorporation of Documents by Reference, page 58

1. Please revise your prospectus to incorporate by reference the Current Reports on Form 8-K filed
on January 7, 2010, January 11, 2010, January 13, 2010, January 21, 2010, January 25, 2010, January
27 2010 and March 16, 2010. See Item 12 of Form S-1.

Response: We have amended “Incorporation of Documents by Reference” to include the
foregoing Current Reports on Form 8-K.

* * *

Please call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions and please send a copy of any written comments to the following parties:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 11, 2010

Page 2

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Avisheh Avini, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

/s/ Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Jeffrey P. Riedler, Esq., Assistant Director)

Cyclacel Pharmaceuticals, Inc. (Spiro Rombotis, President and Chief Executive Officer;
Paul McBarron, Chief Operating Officer, Chief Financial Officer and Executive Vice President,
Finance)

June 9, 2010
  Spiro Rombotis Chief Executive Officer  Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
 Re: Cyclacel Pharmaceuticals, Inc.
  Post-effective Amendment No. 1 to Form S-3 on Form S-1
  Filed May 27, 2010   File Number: 333-140034

Dear Mr. Rombotis:   We have limited our review of your filing to  those issues we have addressed in our
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 this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe that an amendm ent 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

 Incorporation of Document s by Reference, page 58

1. Please revise your prospectus to incorporat e by reference the Current Reports on Form 8-
K filed on January 7, 2010, January 11, 2010, January 13, 2010, January 21, 2010,
January 25, 2010, January 27 2010 and March 16, 2010.  See Item 12 of Form S-1.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and all applicable Securi ties Act rules.  Since the comp any and its management are in

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc. June 9, 2010 Page 2  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.

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 Bryan Pitko at (202) 551-3203 or me at (202) 551-3715 with any
questions.
      Sincerely,
        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Joel I. Papernik, Esq.
Todd E. Mason, Esq. Avisheh Avini, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017

Via Facsimile and U.S. Mail
Mail Stop 4720

                                                                                                May 24, 2010

Cyclacel Pharmaceuticals, Inc.
Paul McBarron
Executive Vice President —Finance,  Chief Financial
Officer and  Chief Operating Officer
200 Connell Drive
Suite 1500
Berkeley Heights, NJ   07922

 Re: Cyclacel Pharmaceuticals, Inc.
 Item 4.02 Form 8 -K
Filed  May 13, 2010
 File No. 000-50626

Dear Mr. McBarron :

We have completed our review of your Form 8-K and have no further comments
at this time.

        Sincerely,

        Tabatha A kins
Staff Accountant

CORRESP
1
filename1.htm

Correspondence

    Mintz Levin

Joel I. Papernik  |   212 692 6774   |   jipapernik@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

May 19, 2010

CORRESPONDENCE FILED

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.W.

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Cyclacel Pharmaceuticals, Inc.

Current Report on Form 8-K

Filed on May 13, 2010

File No. 000-50626

Ladies and Gentlemen:

On behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”), we hereby respond to the letter
sent by the Securities and Exchange Commission (the “Commission”) dated May 14, 2010 from Tabitha
Akins, Staff Accountant, Division of Corporate Finance (the “Comment Letter”) regarding the
Company’s Current Report on Form 8-K filed with the Commission on May 13, 2010 (the “Form 8-K”).

Set forth below are the Company’s responses to the Commission’s Comment Letter. The Company’s
responses are numbered to correspond to the comments, as set forth in the Comment Letter, which,
for convenience, we have incorporated into this response letter.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.

    1.

    Please revise your disclosure to elaborate on any internal control deficiencies
that allowed the error in calculating the net loss per share and in the errors related to
the presentation and Preferred Stock dividend to prevail over time and explain whether
these amounted to a material weakness.

Response: The Company
acknowledges the Commission’s comment. However, on May 17, 2010, the Company filed
Amendment No. 1 to its Annual Report on Form 10-K for
the year ended December 31, 2009 (the “Form 10-K/A,” which was again
amended on May 19, 2010 to correct the date of the report of the Company’s auditor) and, as explained in the “Explanatory Note” to
the Form 10-K/A, in addition to identifying the error in the Company’s calculation and disclosures
in the consolidated statements of cash flows related to the payment of preferred dividends, the
Company’s management in parallel identified a related deficiency with respect to its internal
controls over financial reporting, specifically in its controls over the computation of net loss
per share and the financial statement presentation of its preferred stock dividends in the
statement of cash flows, that constitutes a material weakness. As a result, the Company has
amended Part I, Item 9T, of the Form 10-K/A, captioned “Controls and Procedures,” under which
item management revised its previous assessment of its internal

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

New York | Washington | Boston | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

May 17, 2010

Page 2

controls,
described the deficiency that constituted a material weakness, and concluded that its
internal controls over financial reporting were deficient as of December 31, 2009 (see page 90 of
the Form 10-K/A). Corresponding changes were also made under Part I, Item 1A, captioned “Risk
Factors—Failure to achieve and maintain internal controls in accordance with Sections 302 and 404
of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock
price” and “We incur increased costs and management resources as a result of being a public
company, and we still may fail to comply with public company
obligations,” (see page 17 of the Form
10-K/A); Part II, Item 6, captioned “Selected Financial Data” (see starting page 25 of the Form
10-K/A); Part II, Item 7, captioned “Management’s Discussion and Analysis of Results of Operations
and Financial Condition” (see starting page 28 of the Form 10-K/A); and Part II, Item 8, captioned
“Financial Statements and Supplementary Data” (see starting page 45 of the Form 10-K/A).

Because the Company has already filed the Form 10-K/A and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010,
each of which addresses the issues raised in, and contain the disclosures requested by, this comment, the Company respectfully requests that it not be required
to amend its Form 8-K, as the Company believes that amending its Form 8-K to contain duplicative disclosures that are already on file
with the Commission may create confusion in the market.

    2.

    Please tell us whether you have reconsidered, in accordance with Item 307 of
Regulation S-K, the adequacy of your previous assertions in your December 31, 2009 10-K
filing regarding your disclosure controls and procedures, in light of the material error
that you have described.

Response: The Company acknowledges the Commission’s comment and respectfully
refers the Commission to the Company’s response to comment 1 above.

    3.

    Please tell us whether you have reassessed and whether you are planning to revise
your conclusion related to the effectiveness of your internal control over financial
reporting. Tell us whether your original disclosures are still appropriate or whether they
will be modified or supplemented to include any other material information that is
necessary for such disclosures not to be misleading in light of the restatement.

Response: The Company acknowledges the Commission’s comment and respectfully
refers the Commission to the Company’s response to comment 1 above.

* * *

Please call Todd Mason at (212) 692-6731 or the undersigned at (212) 692-6774 with any
comments or questions regarding this letter and please send a copy of any written comments to the
following parties:

Joel I. Papernik, Esq.

Todd E. Mason, Esq.

Mintz, Levin, Cohn, Ferris,Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Fax: (212) 983-3115

    Very truly yours,

    /s/Joel I. Papernik

    Joel I. Papernik

    cc:

    Securities and Exchange Commission (Tabitha Akins, Staff Accountant,
Division of Corporation Finance)

Cyclacel Pharmaceuticals, Inc. (Messrs. Spiro Rombotis and Paul McBarron)

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   May 14, 2010  Cyclacel Pharmaceuticals, Inc.  Paul McBarron Executive Vice President—Finance, Chief Financial  Officer and Chief Operating Officer 200 Connell Drive  Suite 1500 Berkeley Heights, NJ  07922

 Re: Cyclacel Pharmaceuticals, Inc.
 Item 4.02 Form 8-K
Filed May 13, 2010
 File No. 000-50626

Dear Mr. McBarron:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.

1. Please revise your disclosure to elaborate on any internal contro l deficiencies that
allowed the error in calculating the net lo ss per share and in the errors related to

Paul McBarron
Cyclacel Pharmaceuticals, Inc.
May 13, 2010 Page 2
the presentation and Preferred Stock dividends to prevail over time and explain whether these amounted to a material weakness.

2. Please tell us whether you have reconsidered, in accordance with Item 307 of Regulation S-K, the adequacy of your pr evious assertions in your December 31,
2009 10-K filing regarding your disclosure controls and procedures, in light of the material error that you have described.

3. Please tell us whether you have reassesse d and whether you are planning to revise
your conclusion related to the effectiveness of your internal control over financial
reporting.  Tell us whether your original disclosures are still appropriate or
whether they will be modified or supplemented to include any other material information that is necessary for such disc losures not to be misleading in light of
the restatement.
     *   *   *
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  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.
  In connection with responding to our comments, please provide, in writing, a 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.

Paul McBarron
Cyclacel Pharmaceuticals, Inc.  May 13, 2010 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

 Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

December 19, 2007

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 First Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

                        Re:

                        Cyclacel Pharmaceuticals, Inc.

Registration Statement on Form S-3, as amended (Registration No. 333-147997)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3, as amended be accelerated to Thursday, December 20, 2007, at 5:00 p.m. EST. We acknowledge that:

                        •

                        Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

                        •

                        The Company may not assert staff comments and 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.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Any questions should be addressed to Priya Kumar, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

                        Sincerely,

                        /s/ Paul McBarron

                        Paul McBarron
 Chief Operating Officer and
 Executive Vice President, Finance

                        cc:

                        Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Priya Kumar, Esq.

Mail Stop 6010          December 14, 2007   Spiro Rombotis  Chief Executive Officer  Cyclacel Pharmaceuticals, Inc.  200 Connell Drive, Suite 1500  Berkeley Heights, NJ 07922
 Re: Cyclacel Pharmaceuticals, Inc.
  Registration Statement on Form S-3   Filed December 11, 2007   File No. 333-147997

Dear Mr. Rombotis:
We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Selling Stockholder, page 33

1. We note your disclosure that the selling stockholder beneficially owns, prior to
the offering, 5.8% of the shares of the company.  However, based on your description of how the beneficial ownership was determined, it appears that the percentage should have been much larger.  Please revise your filing to correct the percentage of shares beneficially owned prior to the offering, or provide us with a detailed analysis of how you determined that percentage to be 5.8%.

As appropriate, please amend your registration statement in response to this
comment.  You may wish to provide us with marked copies of the amendment to expedite

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.  December 14, 2007 Page 2
our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.
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 all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  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.
Notwithstanding our comments, in the event the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and
 ‚ the company may not assert staff comments and 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.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.  December 14, 2007 Page 3
 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-
3715 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Joel I. Papernik, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  The Chrysler Center  666 Third Avenue  New York, New York 10017

CORRESP
1
filename1.htm

[MINTZ LEVIN LOGO OMITTED]                                       Chrysler Center
                                                                666 Third Avenue
                                                             New York, NY  10017
TODD E. MASON | 212 692 6731 | tmason@mintz.com                     212-935-3000
                                                                212-983-3115 fax
                                                                   www.mintz.com

                                  July 27, 2006

VIA EDGAR AND FEDEX
-------------------

Amy C. Bruckner, Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

         RE:      CYCLACEL PHARMACEUTICALS, INC.
                  ITEM 4.02(A) FORM 8-K FILED JUNE 29, 2006
                  FILED MARCH 1, 2006
                  FILE NO. 000-50626

Dear Ms. Bruckner:

          On behalf of Cyclacel Pharmaceuticals, Inc. (the "Company"), we
respond as follows to the Staff's legal comments dated June 30, 2006 relating to
the above-captioned Form 8-K. Please note that for the Staff's convenience, we
have recited each of the Staff's comments and provided our response to each
comment immediately thereafter.

Item 4.02(a) Form 8-K filed June 29, 2006
-----------------------------------------

1.       Please revise your disclosure and tell us when you intend to file the
         amendments to your Form 10-Q filed May 16, 2006 and your Form 8-K/A
         filed May 27, 2006.

         ON JULY 7, 2006, CYCLACEL FILED AN AMENDED FORM 10-Q AND AN AMENDED
         FORM 8-K/A.

2.       Please revise your disclosure to specify whether you have reconsidered,
         in accordance with item 307 of Regulaiton S-K, the adequacy of your
         previous assertion in your March 31, 2006 Form 10-Q regarding your
         disclosure controls and procedures, particularly in light of the
         material error and issue that you have described.

         WE HAVE AMENDED THE TEXT IN ACCORDANCE WITH THE STAFF'S REQUEST
         REGARDING THE ADEQUACY OF CYCLACEL'S DISCLOSURE CONTROLS AND
         PROCEDURES. PLEASE SEE THE AMENDED FILINGS.

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

Amy C. Bruckner, Staff Accountant
Securities and Exchange Commission
July 27, 2006
Page 2

                                Closing Comments
                                ----------------
          At the request of the Staff, the Company acknowledges that (i) the
          Company is responsible for the adequacy and accuracy of the disclosure
          in the filing; (ii) 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 (iii) it 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.

          Please do not hesitate to contact me directly should you require any
          further information with respect to this filing or any future filings
          with respect to the Company.

                                   Sincerely,

                                   /s/ Todd E. Mason
                                   -----------------

                                   Todd E. Mason

cc:      Paul McBarron
         Cyclacel Pharmaceuticals, Inc.

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 30, 2006  Mr. Paul McBarron Executive Vice President, Finance,  and Chief Operating Officer
Cyclacel Pharmaceuticals, Inc. 150 John F. Kennedy Parkway, Suite 100 Short Hills, NJ 07078

 Re: Cyclacel Pharmaceuticals, Inc.
 Item 4.02(a) Form 8 -K filed June 29, 2006
 File No. 000-50626

Dear Mr. McBarron:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02 (a) Form 8-K filed June 29, 2006

 1. Please revise your disclosure and tell us  when you intend to file the amendments
to your Form 10-Q filed May 16, 2006 and your Form 8-K/A filed May 27, 2006.
 2. Please revise your disclosure to spec ify whether you have reconsidered, in
accordance with Item 307 of Regulation S-K, the adequacy of your previous
assertion in your March 31, 2006 Form 10-Q regarding your disclosure controls
and procedures, particularly in light of the material er ror and issue that you have
described.

Mr. Paul McBarron
Cyclacel Pharmaceuticals, Inc. June 30, 2006 Page 2
 *    *    *    *

Please provide us the information requested within 5 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 5-day
period. Please furnish a letter with your response that keys your response to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  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.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t