SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 27, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Tim Buchmiller

 Re:
 Bio-Path
 Holdings, Inc.

 Offering
 Statement on Form 1-A, as amended

 File
 No. 024-12601

 Ladies and Gentlemen:

 Pursuant to Rule 252(e) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), D. Boral Capital LLC, as the representative of the underwriters
(the "Representative"), hereby join in the request of Bio-Path Holdings, Inc. (the "Registrant"), for the
qualification of the Registrant's Offering Statement on Form 1-A (File No. 024-12601) (as amended, the "Offering
Statement"), so that the Offering Statement may be declared qualified at 4:00 p.m., Eastern Time, on May 29, 2025, or as soon
thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations under the Securities Act.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

 Very
 truly yours,

 D.
 Boral Capital LLC

 By:
 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 May 27, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.
Offering Statement on Form 1-A
File No. 024-12601

 Ladies and Gentlemen:

 In accordance with Rule 252(e) under
the Securities Act of 1933, as amended, the undersigned respectfully requests that the qualification date for the above-referenced Offering
Statement be accelerated so that it will be declared qualified at 4:00 p.m. Eastern Time on May 29, 2025, or as soon thereafter
as is practicable.

 Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Offering Statement is declared qualified.

 BIO-PATH HOLDINGS, INC.

 By:
 /s/ Peter H. Nielsen

 Peter H. Nielsen

 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 May 23, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.
Offering Statement on Form 1-A
File No. 024-12601

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on May 21, 2025, in which we requested the acceleration of the qualification date of the above-referenced
Offering Statement for May 23, 2025, at 4:00 p.m., Eastern Time, or as soon as thereafter possible in accordance with Rule 252(e) under
the Securities Act of 1933, as amended (the "Act").

 We are no longer requesting
that such Offering Statement be declared qualified at this time and we hereby formally withdraw our request for acceleration of the qualification
date.

 BIO-PATH HOLDINGS, INC.

 By:
 /s/ Peter H. Nielsen

 Peter H. Nielsen

 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 May 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of

 Manufacturing

 100 F Street, NE

 Washington, D.C.,

 20549

 Attn: Tim Buchmiller

 Re:

 Bio-Path Holdings, Inc.
 Offering Statement on Form 1-A, as amended
 File No. 024-12601
 Withdrawal Request for Acceleration

 Ladies and Gentlemen:

 We
hereby join in the request of Bio-Path Holdings, Inc. (the "Registrant"), for the withdrawal of the Registrant's
qualification request of the Registrant's Offering Statement on Form 1-A (File No. 024-12601) (as amended, the "Offering
Statement"), dated May 21, 2025, that was requested to become qualified at 4:00 p.m. Eastern Time, on May 23, 2025,
or as soon thereafter as practicable. We hereby respectfully withdraw this acceleration request at this time.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

 Very truly yours,

 D. BORAL CAPITAL LLC

 By:
 /s/ Philip Wiederlight

 Philip Wiederlight

 Chief Operating Officer

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 21, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Tim Buchmiller

 Re:
 Bio-Path Holdings, Inc.

 Offering Statement on Form 1-A, as amended

 File No. 024-12601

 Ladies and Gentlemen:

 Pursuant to Rule 252(e)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"), D. Boral Capital LLC, as the
representative of the underwriters (the "Representative"), hereby join in the request of Bio-Path Holdings, Inc.
(the "Registrant"), for the qualification of the Registrant's Offering Statement on Form 1-A (File
No. 024-12601) (as amended, the "Offering Statement"), so that the Offering Statement may be declared qualified at
4:00 p.m., Eastern Time, on May 23, 2025, or as soon thereafter as practicable. The undersigned, as the Representative,
confirms that it is aware of its obligations under the Securities Act.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

 Very truly yours,

 D. Boral Capital LLC

 By:
 /s/
 Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 May 21, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.
Offering Statement on Form 1-A
File No. 024-12601

 Ladies and Gentlemen:

 In accordance with Rule 252(e) under
the Securities Act of 1933, as amended, the undersigned respectfully requests that the qualification date for the above-referenced Offering
Statement be accelerated so that it will be declared qualified at 4:00 p.m. Eastern Time on May 23, 2024, or as soon thereafter
as is practicable.

 Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Offering Statement is declared qualified.

 BIO-PATH HOLDINGS, INC.

 By:
 /s/ Peter H. Nielsen

 Peter H. Nielsen

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 18, 2025

Peter Nielsen
Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, TX 77401

 Re: Bio-Path Holdings, Inc.
 Offering Statement on Form 1-A
 Filed April 11, 2025
 File No. 024-12601
Dear Peter Nielsen:

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

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 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, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William R. Rohrlich, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

​

October 21, 2024

VIA EDGAR

​

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

​

 Re:

 Bio-Path Holdings, Inc.
Registration Statement on Form S-3
File No. 333-282702

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on October 22, 2024, or as soon thereafter as is practicable.

Please contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

​

​

 BIO-PATH HOLDINGS, INC.

​

 ​

 ​

​

 By:

 /s/ Peter H. Nielsen

​

 ​

 Peter H. Nielsen

​

 ​

 President and Chief Executive Officer

​

October 21, 2024
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, TX 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-3
Filed October 17, 2024
File No. 333-282702
Dear Peter H. Nielsen:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:William R. Rohrlich, II, Esq.

United States securities and exchange commission logo
June 13, 2024
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-3
Filed June 11, 2024
File No. 333-280130
Dear Peter H. Nielsen:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William R. Rohrlich, II

CORRESP
1
filename1.htm

June 13, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-280130

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on June 14, 2024, or as soon thereafter
as is practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

 By: /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

CORRESP
1
filename1.htm

April 30, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-1

File No. 333-278910

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on May 2, 2024, or as soon thereafter as is practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

  BIO-PATH HOLDINGS, INC.

  By: /s/ Peter H. Nielsen

  Peter H. Nielsen

    President and Chief Executive Officer

United States securities and exchange commission logo
April 30, 2024
Peter Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Blvd, Suite 210
Bellaire, TX 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-1
Filed April 24, 2024
File No. 333-278910
Dear Peter Nielsen:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William R. Rohrlich, II, Esq.

CORRESP
1
filename1.htm

August 1, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path
                                            Holdings, Inc.

                                            Registration Statement on Form S-1

                                            File No. 333- 272879

Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 1, 2023, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for August 1, 2023, at 5:00 p.m., Eastern Time, or as soon as thereafter possible in accordance
with Rule 461 under the Securities Act of 1933, as amended (the “Act”).

Withdrawal
of Acceleration Request

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

Resubmission
of Acceleration Request

In
accordance with Rule 461 under the Act, the Company hereby respectfully requests that the Securities and Exchange Commission take appropriate
action to cause the above-referenced Registration Statement to become effective on August 2, 2023 at 5:00 p.m., Eastern Time, or as soon
as thereafter possible. The Company hereby acknowledges its responsibilities under the Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

Please
contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

  BIO-PATH HOLDINGS, INC.

  By: /s/
                                            Peter H. Nielsen

  Peter
                                            H. Nielsen

                                            President and Chief Executive Officer

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

August 1, 2023

VIA EDGAR CORRESPONDENCE

    Securities
                                            and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

 Re: Bio-Path
                                            Holdings, Inc.

                                            Registration Statement on Form S-1

File No.
333- 272879

Ladies and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on August 1, 2023, in which we requested the acceleration of the effective date of the
above-referenced Registration Statement for August 1, 2023, at 5:00 p.m., Eastern Time, or as soon as thereafter possible in accordance
with Rule 461 under the Securities Act of 1933, as amended (the “Act”).

Withdrawal of
Acceleration Request

We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date.

Resubmission
of Acceleration Request

Pursuant to Rule
461 of the General Rules and Regulations under the Act, we, the placement agent, hereby request that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced registration statement on Form S-1 (the “Registration
Statement”) to become effective at 5:00 p.m., Eastern Time, on August 2, 2023, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 1, 2023 to
agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned,
as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    ROTH CAPITAL PARTNERS,
    LLC

    By:
    /s/
    Aaron M. Gurewitz

    Aaron M. Gurewitz

Head of Equity Capital Markets

    cc:  M. Ali Panjwani, Esq.

    Pryor Cashman LLP

CORRESP
1
filename1.htm

August 1, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-1

File No. 333- 272879

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on August 1, 2023, or as soon thereafter
as is practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

  BIO-PATH HOLDINGS, INC.

 By: /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

Roth
Capital Partners, LLC

888
San Clemente Drive, Suite 400

Newport
Beach, CA 92660

August 1, 2023

VIA EDGAR CORRESPONDENCE

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-1

File No. 333- 272879

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement agent,
hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
registration statement on Form S-1 (the “Registration Statement”) to become effective at 5:00 p.m., Eastern time, on
Tuesday, August 1, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 1, 2023 to
agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as placement
agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    ROTH CAPITAL PARTNERS,
    LLC

    By:
    /s/ Aaron M. Gurewitz

    Aaron M. Gurewitz

    Head of Equity Capital Markets

    cc:  M. Ali Panjwani, Esq.

    Pryor Cashman LLP

CORRESP
1
filename1.htm

February 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-1

File No. 333-269045

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Time on February 8, 2023, or as soon thereafter
as is practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

United States securities and exchange commission logo
January 4, 2023
Peter Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-1
Filed December 29, 2022
File No. 333-269045
Dear Peter Nielsen:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William R. Rohrlich, II, Esq.

CORRESP
1
filename1.htm

June 10, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-265282

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Time on June 14, 2022, or as soon thereafter as is
practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

United States securities and exchange commission logo
June 2, 2022
Peter Nielsen
President and Chief Executive Officer
BIO-PATH HOLDINGS INC
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
Re:BIO-PATH HOLDINGS INC
Registration Statement on Form S-3
Filed May 27, 2022
File No. 333-265282
Dear Mr. Nielsen:
            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 Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William R. Rohrlich, II

CORRESP
1
filename1.htm

June 3, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-231537

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Time on June 5, 2019, or as soon
thereafter as is practicable.

Please contact William
R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

May 21, 2019
Peter H. Nielsen
Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, TX 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-3
Filed May 16, 2019
File No. 333-231537
Dear Mr. Nielsen:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William R. Rohrlich, II, Esq.

CORRESP
1
filename1.htm

March 20, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-1

File No. 333-229049

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective at 3:00 p.m. Eastern Time on March 22, 2019, or as
soon thereafter as is practicable.

Please contact William
R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

  BIO-PATH
HOLDINGS, INC.

 By: /s/ Peter H. Nielsen

Peter H. Nielsen

President and Chief Executive Officer

February 7, 2019
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
Re:Bio-Path Holdings, Inc.
Registration Statement on Form S-1
Filed December 27, 2018
File No. 333-229049
Dear Mr. Nielsen:
            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 Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William R. Rohrlich, II

CORRESP
1
filename1.htm

November 27, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-221610

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on November 28, 2017, or
as soon thereafter as is practicable.

Please contact William
R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

November 22, 2017
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, Texas 77401
Bio-Path Holdings, Inc.
Registration Statement on Form S-3
Filed November 16, 2017
File No. 333-221610Re:
Dear Mr. Nielsen:
            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 Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Billy Rohrlich, Esq.

CORRESP
1
filename1.htm

January 5, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-215205

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective at 10:00 a.m. Eastern Time on January 9, 2017, or as
soon thereafter as is practicable.

Please contact William
R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

Mail Stop 4546
December 30, 2016

Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
4710 Bellaire Boulevard, Suite 210
Bellaire, T X 77401

Re: Bio-Path Holdings, Inc.
  Registration Statement on Form S-3
Filed  December 20, 2016
  File No.  333-215205

Dear Mr. Nielsen :

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,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc:  William R. Rohrlich, II
       Winstead PC

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[Bio-Path Holdings Letterhead]

January 9, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Mara L. Ransom

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-192102

Dear Ms. Ransom:

Bio-Path Holdings,
Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
to 2:00 p.m. Eastern Time on January 13, 2014, or as soon thereafter as is practicable. In connection with the Company's acceleration
request, the Company acknowledges that:

1.	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;

2.	the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and

3.	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 contact William
R. Rohrlich, II at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

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[Bio-Path Holdings Letterhead]

January 9, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Mara L. Ransom

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-192102

Dear Ms. Ransom:

Bio-Path Holdings,
Inc. (the “Company”) hereby requests to withdraw the request for acceleration of the above-referenced Registration
Statement that was delivered to you on January 8, 2014.

The Company intends
to submit an acceleration request immediately hereafter that specifies a specific date and time for acceleration.

Please contact William
R. Rohrlich, II at (281) 681-5912 if you have any questions regarding this letter.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

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January 8, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Mara L. Ransom

 Re: Bio-Path Holdings, Inc.

Registration Statement on Form S-3

File No. 333-192102

Dear Ms. Ransom:

Bio-Path Holdings,
Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
as soon as is practicable. In connection with the Company's acceleration request, the Company acknowledges that:

1.	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;

2.	the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and

3.	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 contact William
R. Rohrlich, II at (281) 681-5912 once the Registration Statement is declared effective.

    BIO-PATH HOLDINGS, INC.

    By:
    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and  Chief Executive Officer

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[Bio-Path Holdings Letterhead]

December 19, 2013

VIA FACSIMILE, FED EX, AND EDGAR

Ms. Mara L. Ransom

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4628

 Re: Bio-Path Holdings, Inc.

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

Filed December 5, 2013

File No. 333-192102

Dear Ms. Ransom:

In response to your
letter dated December 18, 2013, Bio-Path Holdings, Inc., a Utah corporation (the “Company,” “we,” “us”
or “our”), has prepared the following responses to your comments based on your consideration of our Amendment No. 1
to Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on December 5,
2013.

For your convenience,
we have set forth the original comments from your letter in bold typeface and appearing below them are our corresponding responses.

Comments and Responses:

General

1. We note that the price of your stock
has been at historic highs since the end of August 2013. For example, we note that your stock price on August 1, 2013 was $0.58
and by October 1, 2013 it had increased to $2.29. We also note that the price is significantly higher than the valuation used for
the private placement that you completed during the third quarter of 2013. As the increase does not appear to be attributable to
any publicly announced information about your business, your industry or your prospects, please tell us why you believe the price
of your stock has significantly increased in recent months.

We are a biotechnology
company developing a liposomal delivery technology for nucleic acid cancer drugs. On August 9, 2013, we announced that a scientific
assay has confirmed that our lead product candidate BP-100-1.01 (Liposomal Grb-2) inhibits the disease-causing target protein in
patients with blood cancers. The assay was applied to patient samples taken from our Phase
I clinical trial which is evaluating Liposomal Grb-2 in blood cancers including acute myeloid leukemia (AML), chronic myelogenous
leukemia (CML), acute lymphoblastic leukemia (ALL) and myelodysplastic syndrome (MDS). This discovery is a significant milestone
in the development of our liposomal delivery technology. We believe that the primary reason for the rise in our stock price is
because these results provided proof-of-principle that the Company’s core valuation proposition, delivery technology for
antisense therapeutics, appears to in fact work. In addition to the disclosure of the delivery technology proof-of-principle, we disclosed in our quarterly report
on Form 10-Q for our second quarter, which was filed with the SEC on August 14, 2013, that the Principal Investigator for the Phase
I clinical trial was preparing an abstract of updated information for presentation at the American Society of Hematology annual
meeting in December of 2013, a major conference in the healthcare industry. This poster would be viewed as another important step
in the Company’s development and reasonably be expected to include important results of the clinical trial through the recently
completed Cohort 5, another significant clinical development milestone for the Company’s lead drug candidate, as well as
the scientific data from the inhibition assay.

With regard to
the lower stock price used in our recent private placement, please note that the offering commenced in July of 2013 and the
offering price was determined taking into account the then-current stock price of our common stock on the OTCQX. This
determination was made before the announcement of the  delivery technology proof-of-principle, before the disclosure of
the presentation at the American Society of Hematology and before the rise in our stock price that followed those
announcements. We would also like to note that because our stock price began to appreciate after the delivery technology
announcement, we voluntarily closed the offering earlier than anticipated, even though there were commitments from investors
for additional investment.

* * * * * * * *

Should you have any
additional questions, please contact me by phone at (832) 971-6616, or e-mail at pnielsen@biopathholdings.com. We will be pleased
to provide any additional information that may be necessary.

    Sincerely,

    BIO-PATH HOLDINGS, INC.

    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

December  18, 2013
Via E-mail
Peter H. Nielsen
Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston, Texas 77054

Re: Bio-Path Holdings, Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed  December  5, 2013
  File No.  333-192102

Dear Mr. Nielsen :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  In  our comment, 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 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 comment, we may have  additional comments.

General

1. We note that the price of your stock has been at historic highs since the end of August
2013. For example, we note that your stock price on August 1, 2013 was $0.58 and by
October 1, 2013 it had increased to $2.29. We also note that the price is significantly
higher that the valuation used for the private placement that you completed during the
third quarter of 2013.  As the increase does not appear to be attributable to any publicly
announced information about your bus iness, your industry or your prospects, please tell
us why you believe the price of your stock has significantly increased in recent months.

Peter H. Nielsen
Bio-Path Holdings, Inc.
December 18, 2013
Page 2

 Please contact Staff Attorney, Jennifer López,  at (202) 551 -3792, Legal Branch Chief,
Dietrich King at (202)  551-338 or me at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

November 26, 2013
Via E -mail
Peter H. Nielsen
Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston, Texas 77054

Re: Bio-Path Holdings, Inc.
  Registration Statement on Form S-3
Filed  November 5, 2013
  File No.  333-192102

Dear Mr. Nielsen :

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 .  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.

General

1. We note your disclosure in footnote 1 to the Calculation of Registration Fee table that
“[t]he securities registered also include such indeterminate numbers of common stock
and preferred stock as may be issued  upon conversion of or exchange for preferred stock
that provide for conversion or exchange, upon exercise of warrants or pursuant to the
anti-dilution provisions of any such securities ,” and on the prospectus cover page that
“[you] may also offer securiti es as may be issuable upon conversion, redemption,
repurchase, exchange or exercise of any securities registered hereunder, including any
applicable anti -dilution provisions.” To the extent that separate consideration is to be
received, please confirm that  the maximum aggregate amount of such consideration is
included in the maximum aggregate offering price of $100,000,000 million of all
securities sold.

Peter H. Nielsen
Bio-Path Holdings, Inc.
November 26, 2013
Page 2

 Exhibit 5.1

2. Please supplementally undertake to file as an exhibit to the registration statement, prior to
any takedown of the shelf offering, an unqualified opinion of counsel as to the legality of
the takedown. See Section II.B.2.a of Staff Legal Bulletin No. 19 and Question 212.05 in
our Compliance and Disclosure Interpretations (Securities Act Rule s).

3. We note the assumptions  in the last paragraph o n page 2 of the legal opinion. In
particular , we note that counsel has assumed that the company is duly organized, validly
existing and in good standing . We also note that counsel has assumed the current
reservation of a sufficient number of shares. Counsel may not assume material facts
underlying the opinion or any readily ascertainable facts . Please have counsel revise the
opinion accordingly.  See Section II.B.3.a of Staff Legal Bulletin No. 19.

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 man agement 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 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 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.

Peter H. Nielsen
Bio-Path Holdings, Inc.
November 26, 2013
Page 3

 Please contact Sta ff Attorney, Jennifer López,  at (202) 551 -3792, Legal Branch Chief,
Dietrich King at (202) 551 -338 or me at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

January 30, 201 3

Via E -mail
Peter H. Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston , TX  77054

Re: Bio-Path Holdings, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2011
 Filed March 30 , 2012
File No. 000 -53404

Dear Mr. Nielsen :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

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January 22, 2013

VIA EDGAR

Ms. Mara L. Ransom

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

 Re: Bio-Path Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2011

Filed March 30, 2012

File No. 000-53404

Dear Ms. Ransom:

In response to your
letter dated January 3, 2013, Bio-Path Holdings, Inc., a Utah corporation (“the Company,” “we,” “us”
or “our”) has prepared the following responses to your comments based on your consideration of our Annual Report on
Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission (the “Commission”)
on March 30, 2012.

For your convenience,
we have reprinted staff’s comments in bold below prior to the corresponding responses of the Company.

Comments and Responses:

General

 1. In your next periodic filing, please file your April 2012 Private Placement Agreement as
a material contract or tell us why you believe this is unnecessary. Please see Item 601(b)(10) of Regulation S-K.

We have considered
the staff's comment and will revise our future filings, beginning with our Annual Report on Form 10-K for the year ended December
31, 2012, to include the April 2012 Private Placement Agreement as a material contract.

Item 13 – Certain Relationships and Related Party
Transactions, page 48

 2. Please revise this section to include all related party transactions pursuant to Item 404
of Regulation S-K with MD Anderson such as those discussed in Notes 2, 5, 6, 7 and 12 of you financial statements. Please provide
us with your proposed disclosure in this regard. Please see Item 404(a) and (d) of Regulation S-K.

We have considered
the Staff’s comment and will amend our Annual Report on Form 10-K for the year ended December 31, 2011 to include all related
party transactions pursuant to Item 404 of Regulation S-K with MD Anderson.

    2626 South Loop, Suite 180
    Phone: (832) 971-6616

    Houston, Texas 77054

Ms. Mara L. Ransom

Page 2

January 22, 2013

Set forth below is
the text of the revised disclosure that we propose including in our amendment to our Annual Report on Form 10-K for the year ended
December 31, 2011.

“The Company
has negotiated exclusive licenses from MD Anderson to develop drug delivery technology for antisense and siRNA drug products. These
licenses require, among other things, the Company to reimburse MD Anderson for ongoing patent expense. Based on its stock ownership
in the Company, MD Anderson meets the criteria to be deemed a related party of the Company. For the year ended December 31, 2011,
MD Anderson related party research and development expense was $544,000,consisting of (i) clinical trial expense of $149,000, (ii)
license maintenance fees of $50,000 not capitalized in the technology license other asset and (iii) $345,000 in non-cash technology
impairment expense related to the Company’s siRNA license (see Note 1.). As of December 31, 2011, the Company had (a) accounts
payable and accrued license payments for current and past patent expenses to MD Anderson totaling $107,509 and (b) $41,000 in accrued
related party research and development expense for the clinical trial (see Notes 5, 6 and 7).

As of December 31,
2011, the Company estimates reimbursable past patent expenses will total approximately $75,000 for the antisense license. The Company
will be required to pay when invoiced the past patent expenses at the rate of $25,000 per quarter. In addition, the Company has
decided to discontinue development of its siRNA technology, and consequently, does not anticipate incurring any significant additional
exposure for future siRNA patent expense (see Note 1).”

* * * * * * * *

As requested in your January 3, 2013 letter,
the Company acknowledges 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.

Should you have any
additional questions, please contact me by phone at (832) 971-6616 or e-mail at pnielsen@biopathholdings.com. We will be pleased
to provide any additional information that may be necessary.

    Sincerely yours,

    BIO-PATH HOLDINGS, INC.

    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

 cc: William R. Rohrlich, II

Winstead PC

24 Waterway Avenue, Suite 500

The Woodlands, Texas 77380

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January 17, 2013

VIA EDGAR

Ms. Mara L. Ransom

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    SUBJECT:
    Bio-Path Holdings, Inc.

    Form 10K for the Fiscal Year Ended December 31, 2011

    Filed March 30, 2012

    File No. 000-53404

Dear Ms. Ransom:

We received your comment
letter dated January 3, 2012, relating to your review of our Annual Report on Form 10-K for the fiscal year ended December 31,
2011. In order to fully address the points raised in your comment letter, Bio-Path Holdings, Inc. (the “Company”)
believes that it will require additional time to sufficiently consider and respond to such comments. This letter confirms our January
17, 2013 conversation with Angie Kim regarding a request for an extension of time necessary to respond to your letter. The Company
anticipates submitting a response to your letter on or before January 25, 2013.

Should you have any
additional questions, please contact me by phone at (832) 971-6616 or e-mail at pnielsen@biopathholdings.com. We will be pleased
to provide any additional information that may be necessary.

    Sincerely yours,

    BIO-PATH HOLDINGS, INC

    /s/ Peter H. Nielsen

    Peter H. Nielsen

    President and Chief Executive Officer

    cc:
    William R. Rohrlich, II

    Winstead PC

    24 Waterway Avenue, Suite 500

    The Woodlands, Texas 77380

2626
South Loop, Suite 180 ·
Houston, TX 77054 ·
Phone: (832) 971-6616

January 3 , 201 3

Via E -mail
Peter Nielsen
President and Chief Executive Officer
Bio-Path Holdings, Inc.
2626 South Loop, Suite 180
Houston, Texas  77054

Re: Bio-Path Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 000-53404

Dear Mr. Nielsen :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts 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 filing and the information you provide in
response to these  comments, we may have  additio nal comments.

General

1.  In your next periodic filing, please file your April 2012 Private Placement Agreement as
a material contract or tell us why you believe this is unnecessary.   Please see Item
601(b)(10) of Regulation S -K.

Item 13. Ce rtain Relationships and Related Party Transactions, page 48

2. Please revise this section to include all related party transactions pursuant to Item 404 of
Regulation S -K with MD Anderson such as those discussed in Notes 2, 5, 6, 7 and 12 of
your financial s tatements.   Please provide us with your proposed disclosure in this
regard.   Please see Item 404(a) and (d) of Regulation S -K.

Peter Nielsen
Bio-Path Holdings, Inc.
January 3, 2013
Page 2

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

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

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

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

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Angie Kim, Staff Attorney at (202) 551 -3535 or me, at (202) 551 -3720
with any questions .

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Dir ector

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

          October 28, 2010    Mr. Peter H. Nielsen Chief Executive Officer Bio-Path Holdings, Inc. 3293 Harrison Boulevard, Suite 220 Ogden, UT  84403
 Re: Bio-Path Holdings, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009  Filed March 31, 2010  File No. 000-53404

Dear Mr. Nielsen:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,                  J e n n i f e r  T h o m p s o n
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

           September 23, 2010    Mr. Peter H. Nielsen Chief Executive Officer Bio-Path Holdings, Inc. 3293 Harrison Boulevard, Suite 220 Ogden, UT  84403
 Re: Bio-Path Holdings, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009  Filed March 31, 2010  File No. 000-53404

Dear Mr. Nielsen:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ent 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 expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, 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.

Mr. Peter H. Nielsen
Bio-Path Holdings, Inc.
September 23, 2010 Page 2 of 3  Form 10-K for Fiscal Year Ended December 31, 2009

 Item 9A. Controls and Procedures, page 41

1. We note your disclosure that your ma nagement, including your principal
executive officer, principal operations o fficer and principal financial officer,
reviewed and evaluated the effectiven ess of your disclosure controls and
procedures as of a date within ninety ( 90) days of the filing date of your Form 10-
K.  Please note that you are required to pe rform this evaluation as of the end of
the period covered by the report.  Please re vise to perform your  evaluation of your
disclosure controls and procedures as of  the end of the period covered by this
report and amend your filing to disclose  the conclusions of your principal
executive and principal financial offi cers, or persons performing similar
functions, regarding such effectiveness as of the end of the period covered by this
report.  Refer to Item 307 of Regulation S-K.
 Form 10-Q for the Period Ended June 30, 2010

 Part I. Item 4T. Controls and Procedures, page 17

2. We note that your executive officers have concluded that your disclosure controls
and procedures are effective and designed to ensure that the information relating
to your company required to be disclosed in your reports filed or submitted under the Exchange Act is recorded, processe d, summarized and reported within the
requisite time periods.  It is unclear fro m this disclosure whether you determined
that your disclosure controls and proce dures as defined in Exchange Act Rule
13a-15(e) were effective, as your conclusi on only addresses a partial definition of
disclosure controls and procedures.  Please revise future filings to either provide
the entire definition of disclosure cont rols and procedures in your conclusion,
similar to the disclosure in your Form 10- K, or to conclude that your disclosure
controls and procedures are effective or ineffective without pr oviding any part of
the definition of disclosure  controls and procedures.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e 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 responsible for the accuracy and 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

Mr. Peter H. Nielsen
Bio-Path Holdings, Inc. September 23, 2010 Page 3 of 3  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.
 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.
 You may contact Sondra Snyder at ( 202) 551-3332 or me at (202) 551-3737 if
you have questions regarding the comments or any other matters.

Sincerely,

Jennifer Thompson
 Branch Chief

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    [Bio-Path
Holdings, Inc. Letterhead]

    October
5, 2010

    VIA FACSIMILE, FEDEX AND
EDGAR

    Ms.
Jennifer Thompson

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E.

    Washington,
D.C.  20549

              Re:

              Bio-Path
      Holdings, Inc. (the “Company”)

              Form
      10-K for Fiscal Year Ended December 31,
2009

              Filed
      March 31, 2010

              File
      No. 000-53404

    Dear Ms.
Thompson:

    In
response to your letter dated September 23, 2010, we have prepared the following
response to your comments based on your consideration of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 (“2009 Form 10-K”)
filed with the Securities and Exchange Commission (the “Commission”) on March
31, 2010, File No. 000-53404.

    For your
convenience, we have reprinted staff’s comments in bold below prior to the
corresponding responses of the Company.

      Comments
and Responses:

    Form 10-K for Fiscal Year
Ended December 31, 2009

    Item 9A. Controls and
Procedures, page 41

    1.           We
note to your disclosure that your management, including your principal executive
officer, principal operations officer and principal financial officer, reviewed
and evaluated the effectiveness of your disclosure controls and procedures as of
date within ninety (90) days of the filing date of your Form
10-K.  Please note that you are required to perform this evaluation as
of the end of the period covered by this report and amend your filing to
disclose the conclusions of your principal executive and principal financial
officers, or persons performing similar functions, regarding such effectiveness
as of the end of the period covered by this report. Refer to Item 307 of
Regulation S-K.

    Ms.
Jennifer Thompson

    October
5, 2010

    Page
2

    We have
considered the staff's comment and have amended our 2009 Form 10-K to provide
that the Company’s management reviewed and evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by the 2009 Form 10-K and to disclose the conclusions thereof by the Company’s
management.

    Form 10-Q for the Period
Ended June 30, 2010

    Part I.  Item 4T.
Controls and Procedures, page 17

    2.           We
note that your executive officers have concluded that your disclosure controls
and procedures are effective and designed to ensure that the information
relating to your company required to be disclosed in your reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the requisite time periods.  It is unclear from this disclosure
whether you determined that your disclosure controls and procedures as defined
in Exchange Act Rule 13a-15(e) were effective, as your conclusion only addresses
a partial definition of disclosure controls and procedures.  Please
revise future filings to either provide the entire definition of disclosure
controls and procedures in your conclusion, similar to the disclosure in your
Form 10-K, or to conclude that your disclosure controls and procedures are
effective or ineffective without providing any part of the definition of
disclosure controls and procedures.

    We have
considered the staff's comment and will revise our future filings to either
provide the entire definition of disclosure controls and procedures in our
conclusion, similar to the disclosure in the 2009 Form 10-K, or to conclude that
our disclosure controls and procedures are effective or ineffective without
providing any part of the definition of disclosure controls and
procedures.

    * * * * *
* * *

    As
requested in your letter dated September 23, 2010, the Company acknowledges
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

    Ms.
Jennifer Thompson

    October
5, 2010

    Page
3

              ·

              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.

    Should
you have any additional questions, please contact the undersigned by phone at
(832) 971-6616.  We will be pleased to provide any additional
information that may be necessary.

                Sincerely
      yours,

                BIO-PATH
      HOLDINGS INC.

                /s/ Peter H. Nielsen

                Peter
      H. Nielsen

                President
      and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

DIVISION OF
CORPORATION FINANCE MAIL STOP 3561
        June 25, 2008

Mr. Mark Sharmann
Principal Executive Officer
Ogden Golf Co. Corporation
1661 Lakeview Circle
Ogden, Utah  84403

 Re: Ogden Golf Co. Corporation
  Form 10-KSB for Fiscal Year Ended June 30, 2006, as amended
Filed November 1, 2006 and September 21, 2007
  Form 10-QSB for Fiscal Quarter Ended
September 30, 2006, as amended
Filed November 27, 2006 and January 31, 2007
Response Letter Dated January 11, 2008
  File No. 333-105075

Dear Mr. Sharmann:

We have completed our review of your Form 10-KSB and related filings and have
no further comments at this time.

        S i n c e r e l y ,

        Jennifer Thompson
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

                OGDEN GOLF CO. CORPORATION

                1661 Lakeview Circle

                Ogden, UT 84403

                Telephone: 801-399-3632

                Fax: 801-399-3688

                                January 11, 2008

                via EDGAR filing and

                facsimile transmission

                202-772-9361

                Regina Balderas

                Division of Corporation Finance

                Securities and Exchange Commission

                100
                F Street, NE

                Washington, DC 20549-3561

                                Re:

                                Ogden Golf Co. Corporation

                Form 10-KSB for Fiscal year Ended June 30, 2006

                Filed November 1, 2006

                Form 10-QSB for Fiscal Quarter Ended September 30,
                2006

                Filed November 27, 2006

                File No. 333-105075

                Dear Ms. Balderas:

                This letter is sent as a follow-up to your telephone conversation
                with our attorney A.O. Headman, Jr. regarding the above-referenced matter. This
                letter responds to your letter dated December 20, 2006. Subsequent to receiving
                your letter, we amended and filed the company’s 10-KSB for the year ended
                June 30, 2006 and the company’s 10-QSB for the quarter ended September 30,
                2006. We apologize for our failure to file a response letter to the Commission. Set
                forth below are the numbered paragraphs of your December 20, 2006 letter and our
                response thereto.

                Form 10-KSB for the Fiscal year Ended June 30,
                2006

                Regina Balderas

                Division of Corporation Finance

                Securities and Exchange Commission

                January 11, 2008

                Page 2

                Note 5-Loan to Officer, page 23

                                1.

                                Please provide us with the date on which you entered
                                into the loan with your officer and provide us with more details
                                regarding the nature of the loan. Tell us whether there have been
                                any modifications to the terms of the loan since inception,
                                including any extensions or additional amounts loaned. In this
                                regard, provide us with the details of the changes in the loan
                                balance that were not attributed to interest or payments from the
                                officer. Please specifically address the nature of the line item
                                “Increase in Loan to Officer” presented in your
                                statement of cash flows for the year ended June 30, 2006. We have
                                further comment.

                Response: The initial loan was made to
                the CEO of the Company on June 30, 2004 for $10,350. The nature of the loan is
                deemed to be a personal loan to the officer. The loan is receivable on demand and
                bears an interest rate of 5% per annum.

                There has not been any modification to the terms of the loan since
                inception.

                The
                following table illustrates any additions to the loan and accrued capitalized
                interest:

                                Inception, 6/30/2004

                                $ 10,350

                                Interest Capitalized for 12 months

                                $ 487

                                Balance at 6/30/2005

                                $ 10,837

                                Addition to the Loan

                                 $ 310

                                Interest Capitalized for 12 months

                                $ 549

                                Balance at 6/30/2006

                                $ 11,696

                The line item for “Increase in Loan to Officer”, on the
                statement of cash flows, is an addition to the loan to the officer for $310, with
                the same terms as the original loan.

                Regina Balderas

                Division of Corporation Finance

                Securities and Exchange Commission

                January 11, 2008

                Page 3

                Controls and Procedures, page 28

                                2.

                                Please amend your filing to clearly disclose the
                                conclusions of your principal executive and principal financial
                                officers regarding the effectiveness of your disclosure controls
                                and procedures as of the end of the period covered by the
                                report.

                Response: The Controls and Procedures
                section has been amended and was included in the 10-KSB/A heretofore
                filed.

                                3.

                                We note your disclosure that since the most recent
                                evaluation date, there have been no significant changes in your
                                internal control structure, policies, and procedures or in other
                                areas that could significantly affect your internal control over
                                financial reporting. Please revise this disclosure so that it is
                                clear that there has been no change in your internal control over
                                financial reporting during the fourth quarter ended June 30, 2006
                                that has materially affected, or is reasonably likely to materially
                                affect, your internal control over financial reporting. Refer to
                                Item 308(c) of Regulation S-B.

                Response: The Controls and Procedures
                section has been amended and was included in the 10-KSB/A heretofore
                filed.

                Exhibit 31.1 and 31.2

                                4.

                                Please revise your certifications to address the
                                following:

                                •

                                revise the identification of the certifying
                                individual at the beginning of the certification so as not to
                                include the individual’s title;

                                •

                                remove the description of the report as the
                                “annual” report in paragraphs 2, 3, 4(a), 4(b) and
                                4(c);

                                •

                                replace “registrant” with “small
                                business issuer” in paragraphs 3, 4, 4(a), 4(b), 4(c), 5,
                                5(a) and 5(b);

                                •

                                insert the phrase “(the small business
                                issuer’s fourth fiscal quarter in the case of an annual
                                report)” in paragraph 4(c);

                                •

                                expand the phrase “based on our most recent
                                evaluation” to “based on our most recent evaluation of
                                internal control over financial reporting” in the
                                introductory language in paragraph 5;

                Regina Balderas

                Division of Corporation Finance

                Securities and Exchange Commission

                January 11, 2008

                Page 4

                                •

                                reference “internal control over financial
                                reporting” instead of “internal controls over financial
                                reporting” in paragraph 5(a).

                Response: The Certificates to the Form
                10-KSB have been amended and were included in the 10-KSB/A heretofore
                filed.

                Form 10-QSB for the Quarterly Period Ended September 30,
                2006

                Controls and Procedures, page 16

                                5.

                                We note that you state your disclosure controls and
                                procedures were effective to provide reasonable assurance that
                                information required to be disclosed is recorded, processed,
                                summarized and reported within the time periods specified. in
                                future filings, please revise to clarify, if true, that your
                                officers concluded that your disclosure controls and procedures are
                                also effective to ensure that information required to be disclosed
                                in the reports that you file or submit under the Exchange Act is
                                accumulated and communicated to your management including your
                                principal executive and principal financial officer, to allow
                                timely decisions regarding required disclosure. See Exchange Act
                                Rule 13a-15(e).

                Response: Our future filings will be
                revised to comply with Rule 13a-15(e).

                                6.

                                We note that you state there were no significant
                                changes in your internal control over financial reporting that
                                could significantly affect your internal controls. please confirm
                                to us, if true, and revise your disclosure in future filings to
                                clarify whether there were any changes in internal control over
                                financial reporting that occurred during the last fiscal quarter
                                that have materially affected, or is reasonably likely to
                                materially affect, your internal control over financial reporting.
                                Refer to Item 308(c) of Regulation S-B.

                Response: Our future filings will be
                revised to comply with Rule 13a-15(e).

                Exhibits 31.1 and 31.2

                                7.

                                Please revise your certifications to address the
                                following:

                                •

                                replace “registrant” with “small
                                business issuer” in paragraphs 3, 4, 4(a), 4(b), 4(c), 5,
                                5(a) and 5(b);

                Regina Balderas

                Division of Corporation Finance

                Securities and Exchange Commission

                January 11, 2008

                Page 5

                                •

                                reference the small business issuer’s other
                                certifying officer in the introductory language in paragraph
                                4.

                Response: The Certificates to the Form
                10-QSB financial statements have been amended and were included in the 10-QSB/A
                heretofore filed.

                Closing Comments

                In connection with our response to your comments, the company
                acknowledges the following:

                                •

                                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.

                If you need any additional information, please contact
                us.

                Sincerely,

                OGDEN GOLF CO. CORPORATION

                /s/ Mark Scharmann

                President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

DIVISION OF
CORPORATION FINANCE MAIL STOP 3561
        December 20, 2006

Mr. Robert R. Petersen
Principal Financial Officer
Ogden Golf Co. Corporation
1781 Washington Boulevard
Ogden, Utah  84401

 Re: Ogden Golf Co. Corporation
  Form 10-KSB for Fiscal Year Ended June 30, 2006
Filed November 1, 2006
  Form 10-QSB for Fiscal Quarter Ended September 30, 2006
Filed November 27, 2006
  File No. 333-105075

Dear Mr. Peterson:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 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 comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Robert R. Petersen
Ogden Golf Co. Corporation
December 20, 2006 page 2

Form 10-KSB for the Fiscal Year Ended June 30, 2006

Note 5 – Loan to Officer, page 23

1. Please provide us with the date on which you entered into the loan with your officer and provide us with more details regarding the nature of the loan.  Tell us whether there have been any modifications to the terms of the loan since inception, including any extensions or additional amounts loaned.  In this regard, provide us with the details of the changes in the loan balance that were not attributed to interest or payments from the officer.  Please specifically address the nature of the line item “Increase in Loan to Officer” presented in your statement of cash flows for the year ended June 30, 2006.  We may have further comment.

Controls and Procedures, page 28

2. Please amend your filing to clearly disclose the conclusions of your principal executive and principal financial officers regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report.

3. We note your disclosure that since the most recent evaluation date, there have been no significant changes in your internal control structure, policies, and procedures or in other areas that could significantly affect your internal control
over financial reporting.  Please revise this disclosure so that it is clear that there has been no change in your internal control over financial reporting during the fourth quarter ended June 30, 2006 that has materially affected, or is reasonably
likely to materially affect, your internal control over financial reporting.  Refer to Item 308(c) of Regulation S-B.

Mr. Robert R. Petersen
Ogden Golf Co. Corporation
December 20, 2006 page 3

Exhibit 31.1 and 31.2

4. Please revise your certifications to address the following:

• revise the identification of the certifying individual at the beginning of the certification so as not to include the individual’s title,
• remove the description of the report as the “annual” report in paragraphs 2, 3, 4(a), 4(b) and 4(c),
• replace “registrant” with “small business issuer” in paragraphs 3, 4, 4(a), 4(b), 4(c), 5, 5(a) and 5(b),
• insert the phrase “(the small business issuer’s fourth fiscal quarter in the case of an annual report)” in paragraph 4(c),
• expand the phrase “based on our most recent evaluation” to “based on our most recent evaluation of internal control over financial reporting” in the introductory language in paragraph 5,
• reference “internal control over financial reporting” instead of “internal controls over financial reporting” in paragraph 5(a),

Please refer to Release No. 33-8238 for an example certification, at
http://www.sec.gov/rules/final/33-8238.htm .

Form 10-QSB for the Quarterly Period Ended September 30, 2006

Controls and Procedures, page 16

5. We note that you state your disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified.  In future filings, please revise to clarify, if true, that your officers concluded that your disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officer, to allow timely decisions regarding required disclosure.  See Exchange Act Rule 13a-15(e).

6. We note that you state there were no significant changes in your internal control over financial reporting that could significantly affect your internal controls.  Please confirm to us, if true, and revise your disclosure in future filings to clarify whether there were any changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.  Refer to Item 308(c) of Regulation S-B.

Mr. Robert R. Petersen
Ogden Golf Co. Corporation
December 20, 2006 page 4

Exhibit 31.1 and 31.2

7. Please revise your certifications to address the following:

• replace “registrant” with “small business issuer” in paragraphs 3, 4, 4(a), 4(b), 4(c), 5, 5(a) and 5(b),
• reference the small business issuer’s other certifying officer in the introductory language in paragraph 4.

Please refer to Release No. 33-8238 for an example certification, at
http://www.sec.gov/rules/final/33-8238.htm .

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment 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 cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses 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 the filing includes all information required under the Securities Exchange Act of 1934 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.

 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.

Mr. Robert R. Petersen
Ogden Golf Co. Corporation
December 20, 2006 page 5

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 our review
of your filing or in response to our comments on your filing.

 You may contact Regina Balderas, St aff Accountant, at (202) 551-3722 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3716 with any other questions.

        S i n c e r e l y ,

        William Choi
        B r a n c h  C h i e f