SecProbe.io

CORRESP
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 CAPRICOR THERAPEUTICS, INC. 10865 Road to the Cure, Suite 150 San Diego, CA 92121 ​ September 19, 2025 ​ VIA EDGAR ​ United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 ​ Attention: Lauren Hamill                   Division of Corporation Finance ​ ​   Re: Capricor Therapeutics, Inc.     Registration Statement on Form S-3     Registration No. 333-290179 ​ Ladies and Gentlemen: ​ Pursuant to Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “ Registrant ”), hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-290179) of the Registrant, as amended (the “ Registration Statement ”), be accelerated so that it will be declared effective at 5:00 p.m. Washington, D.C. time, on September 23, 2025, or as soon thereafter as practicable. ​ The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that: ​ ● should the Securities and Exchange Commission (the “ Commission ”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ​ ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ​ ● the Registrant 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 undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request for acceleration. ​ Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304. ​ Sincerely, ​ CAPRICOR THERAPEUTICS, INC. ​ By: _ /s/ AJ Bergmann ______________ Name:  AJ Bergmann Title:  Chief Financial Officer ​ Cc: Robert R. Carlson, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Karen G. Krasney, Esq.
Executive Vice President and General Counsel
Capricor Therapeutics, Inc.
10865 Road to the Cure, Suite 150
San Diego, CA 92121

 Re: Capricor Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed September 10, 2025
 File No. 333-290179
Dear Karen G. Krasney Esq.:

 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: Rob Carlson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CAPRICOR THERAPEUTICS, INC.

10865 Road to the Cure, Suite 150

San Diego, CA 92121

​

November 6, 2024

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attention:

 Jessica Dickerson

 Division of Corporation Finance

​

​

 Re:

 Capricor Therapeutics, Inc.

 Registration Statement on Form S-3

 Registration No. 333-282777

​

Ladies and Gentlemen:

​

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-282777) of the Registrant (the “Registration Statement”), be accelerated so that it will be declared effective at 5:00 p.m. Washington, D.C. time, on November 8, 2024, or as soon thereafter as practicable.

 ​

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

​

 ● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

​

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

​

 ● the Registrant 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 undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request for acceleration.

​

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

​

Sincerely,

​

CAPRICOR THERAPEUTICS, INC.

​

By: _/s/ Linda Marbán, Ph.D.______________

Name:  Linda Marbán, Ph.D.

Title:  Chief Executive Officer

​

Cc:  Robert R. Carlson, Esq.

October 28, 2024
Linda Marbán
Chief Executive Officer
Capricor Therapeutics, Inc.
10865 Road to the Cure, Suite 150
San Diego, CA 92121
Re:Capricor Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 22, 2024
File No. 333-282777
Dear Linda Marbán:
            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:Robert R. Carlson, Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

10865 Road to the Cure, Suite 150

San Diego, CA 92121

​

October 16, 2024

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attention:

 Lauren Hamill

 Division of Corporation Finance

​

 Re:

 Capricor Therapeutics, Inc.

 Registration Statement on Form S-3

 Registration No. 333-280229

​

Ladies and Gentlemen:

​

Reference is made to our letter, filed as correspondence via EDGAR on October 15, 2024, in which we requested the acceleration of the effective date of the above-referenced registration statement on Form S-3, as amended, for October 17, 2024, at 4:01 p.m. Washington, D.C. time, or as soon as thereafter as practicable.  We are no longer requesting that such registration statement be declared effective at the foregoing time and we hereby formally withdraw such request for acceleration of the effective date.

​

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-280229) of the Registrant, as amended (the “Registration Statement”), be accelerated so that it will be declared effective at 4:01 p.m. Washington, D.C. time, on October 16, 2024, or as soon thereafter as practicable.

​

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

​

 ● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

​

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

​

 ● the Registrant 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 undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin LLP, by calling Robert R. Carlson at (650)

565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request for acceleration.

​

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

​

Sincerely,

​

CAPRICOR THERAPEUTICS, INC.

​

By: _/s/ A.J. Bergmann____________________

Name:  A.J. Bergmann

Title:  Chief Financial Officer

​

Cc:  Robert R. Carlson, Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

10865 Road to the Cure, Suite 150

San Diego, CA 92121

​

October 15, 2024

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

Attention:

 Lauren Hamill

 Division of Corporation Finance

​

 Re:

 Capricor Therapeutics, Inc.

 Registration Statement on Form S-3

 Registration No. 333-280229

​

Ladies and Gentlemen:

​

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-280229) of the Registrant, as amended (the “Registration Statement”), be accelerated so that it will be declared effective at 4:01 p.m. Washington, D.C. time, on October 17, 2024, or as soon thereafter as practicable.

​

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges that:

​

 ● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

​

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

​

 ● the Registrant 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 undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request for acceleration.

​

​

Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

​

Sincerely,

​

CAPRICOR THERAPEUTICS, INC.

​

By: _/s/ A.J. Bergmann____________________

Name:  A.J. Bergmann

Title:  Chief Financial Officer

​

Cc:  Robert R. Carlson, Esq.

United States securities and exchange commission logo
June 21, 2024
Linda Marbán
Chief Executive Officer
Capricor Therapeutics, Inc.
10865 Road to the Cure, Suite 150
San Diego, CA 92121
Re:Capricor Therapeutics, Inc.
Registration Statement on Form S-3
Filed June 14, 2024
File No. 333-280229
Dear Linda Marbán:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rob Carlson

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

June 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Kasey Robinson

    Division of Corporation Finance

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-254363

Ladies and Gentlemen:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the
 “Registrant”), hereby respectfully requests that the effectiveness of the Registration Statement on Form
S-3 (File No. 333-254363) of the Registrant, as amended (the “Registration Statement”), be accelerated so
that it will be declared effective at 4:00 P.M. Eastern Time, on June 16, 2021, or as promptly as practicable thereafter.

The Registrant hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin
LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request
for acceleration.

Please also provide a copy
of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile
to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ AJ Bergmann

    Name:
    A.J. Bergmann

    Title:
    Chief Financial Officer

Cc: Robert R. Carlson, Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

June 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Kasey Robinson

    Division of Corporation Finance

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-254363

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-254363) of the Registrant,
as amended (the “Registration Statement”), be accelerated so that it will be declared effective as promptly
as practicable.

The Registrant hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant hereby acknowledges
that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley Austin
LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw this request
for acceleration.

Please also provide a copy
of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com or facsimile
to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ AJ Bergmann

    Name:  A.J. Bergmann

    Title:  Chief Financial Officer

Cc: Robert R. Carlson, Esq.

United States securities and exchange commission logo
March 19, 2021
Linda Marbán
Chief Executive Officer
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211
Re:Capricor Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 16, 2021
File No. 333-254363
Dear Dr. Marbán:
            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 Kasey Robinson at 202-551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Carlson, Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

May 15, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Ada Sarmento

    Division of Corporation Finance

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-238088

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-238088) of the Registrant
(the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Washington,
D.C. time, on May 19, 2020, or as soon thereafter as practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley
Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw
this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com
and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ A.J. Bergmann

    Name: A.J. Bergmann

    Title: Chief Financial Officer

Cc: Rob R. Carlson, Esq.

United States securities and exchange commission logo
May 14, 2020
Linda Marbán, Ph.D.
Chief Executive Officer
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211
Re:Capricor Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 7, 2020
File No. 333-238088
Dear Ms. Marbán:
            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 Life Sciences
cc:       Robert R. Carlson, Esq.

CORRESP
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December 13, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

    Attention:
    Chris Edwards

    Re:

    Capricor Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-235358

    Acceleration Request

    Requested Date:   December 17, 2019

    Requested Time:  5:15 P.M., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc. (the “Company”), hereby requests
that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-235358 (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become
effective at 5:15 P.M., Eastern Time, on December 17, 2019, or as soon thereafter as practicable or at such later time as
the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission.

We would appreciated
it if, as soon as the Registration Statement is declared effective, you would so inform Rob R. Carlson of Sidley Austin LLP
at (650) 565-7129.

    Very truly yours,

    /s/ Anthony J. Bergmann

    Anthony J. Bergmann

    Chief Financial Officer

    cc:

        Linda Marbán, Chief Executive Officer, Capricor Therapeutics,
        Inc.

        Karen G. Krasney, General Counsel, Capricor Therapeutics, Inc.

        Rob R. Carlson, Sidley Austin LLP

        Nick DeAngelis, Sidley Austin LLP

        Michael F. Nertney, Ellenoff Grossman & Schole LLP

        Robert F. Charron, Ellenoff Grossman & Schole LLP

        Charles Phillips, Ellenoff Grossman & Schole LLP

        Matthew B. McCullough, Ellenoff Grossman & Schole LLP

December 9, 2019
Karen G. Krasney, Esq.
Executive Vice President and General Counsel
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211
Re:Capricor Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 5, 2019
File No. 333-235358
Dear Ms. Krasney:
            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 Life Sciences
cc:       Robert R. Carlson, Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

July 15, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Joseph McCann

    Division of Corporation Finance

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-227955

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation
(the “Registrant”), hereby respectfully requests that the effectiveness of the Registration
Statement on Form S-3 (File No. 333-227955) of the Registrant (the “Registration Statement”) be
accelerated so that it will be declared effective at 4:30 p.m., Washington, DC time, on July 17, 2019, or as promptly
thereafter as practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley
Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw
this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com
or facsimile to (650) 565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ A.J. Bergmann

    Name: A.J. Bergmann

    Title: Chief Financial Officer

Cc: Rob R. Carlson, Esq.

October 31, 2018
Karen G. Krasney, Esq.
General Counsel
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211
Re:Capricor Therapeutics, Inc..
Registration Statement on Form S-3
Filed October 24, 2018
File No. 333-227955
Dear Ms. Krasney:
            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 Joseph McCann at (202) 551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

July 13, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik

Attention: Suzanne Hayes

 Re: Capricor Therapeutics, Inc.

Registration Statement on Form S-3

Filed July 7, 2017

File No. 333-219188

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-219188) of the Registrant
(the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Washington,
D.C. time, on July 17, 2017 or as soon thereafter as may be practicable. There are no underwriters for this proposed offering,
which is an offering of the Registrant’s common stock by selling stockholders.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) of the
staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 · the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Sidley
Austin LLP, by calling Robert R. Carlson at (650) 565-7129. The Registrant hereby authorizes Mr. Carlson to orally modify or withdraw
this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to rob.carlson@sidley.com
or facsimile to 650-565-7100 and via mail c/o Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By: /s/ Karen Krasney, Esq.

    Name: Karen Krasney, Esq.

    Title: General Counsel & EVP

Cc:	Robert R. Carlson, Esq. (Sidley Austin LLP)

July 11, 2017
Linda Marbán
Chief Executive Officer
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211
Capricor Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 7, 2017
File No. 333-219188Re:
Dear Dr. Marbán:
        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 Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Rob R. Carlson, Esq., Sidley Austin LLP

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

June 28, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Suzanne Hayes

    Assistant Director

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-212017

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-212017) of the Registrant
(the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Washington
D.C. time, on June 30, 2016 or as soon thereafter as may be practicable. There are no underwriters for this proposed offering,
which is an offering of the Company’s common stock by selling stockholders.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 · the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Paul
Hastings LLP, by calling Robert R. Carlson at (650) 320-1830. The Registrant hereby authorizes Mr. Carlson to orally modify or
withdraw this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to robcarlson@paulhastings.com
or facsimile to (650) 320-1930 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ Anthony J. Bergmann

    Name: Anthony J. Bergmann

    Title: Vice President of Finance

    cc:
    Robert R. Carlson, Esq. (Paul Hastings LLP)

Mail Stop 4720
June 24, 2016

Karen G. Krasney, Esq.
Executive Vice President and General Counsel
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211

Re: Capricor Therapeutics,  Inc.
  Registration Statement on Form S-3
Filed June 1 4, 2016
  File No. 333-212017

Dear Ms. Krasney :

This is to advise you that we have not  reviewed and will not review your registration
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
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.

In the event you request acceleration of the effective date of the pending registrati on
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 wit h 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 th e 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 4 61 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Karen G. Krasney, Esq.
Capricor Therapeutics, Inc.
June 24, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities.

 Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with any quest ions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Robert R. Carlson , Esq.

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

October 22, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Suzanne Hayes

    Assistant Director

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-3

    Registration No. 333-207149

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-207149) of the Registrant
(the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Washington
D.C. time, on October 26, 2015 or as soon thereafter as may be practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 · the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Paul
Hastings LLP, by calling Robert R. Carlson at (650) 320-1830. The Registrant hereby authorizes Mr. Carlson to orally modify or
withdraw this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to robcarlson@paulhastings.com
or facsimile to (650) 320-1930 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ Karen G. Krasney

    Karen G. Krasney, Esq.

    Executive Vice President, General Counsel

 cc: Robert R. Carlson, Esq. (Paul Hastings LLP)

Mail Stop 4720
 October 8 , 2015

Via E -mail
AJ Bergmann
Vice President of Finance
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, California 90211

Re: Capricor Therapeutics, Inc.
  Registration Statement on Form S -3
Filed September 28 , 2015
  File No. 333-207149

Dear Mr. Bergmann:

We have limited our review of you r registration statement to the issue  we have addressed
in our comment .

General

1. We note that you have a pending confidential treatment request.  We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request.

We urge all persons who a re 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 date
of the pending regist ration 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 for
the adequacy and accuracy of the disclosure in the filing; and

AJ Bergmann
Capricor Therapeutics, Inc.
October 8 , 2015
Page 2

 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 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 Alla Berenshteyn  at (202) 551 -4325, or Christian Windsor, Special
Counsel, at (202) 551 -3419 with any questions .

Sincerely,

 /s/ Christian Windsor
 For

 Suzanne Hayes
Assistant Director
        Office of Healthcare and Insuranc e

cc: Via E -mail
 Rob R. Carlson
 Paul Hastings LLP

CORRESP
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CAPRICOR THERAPEUTICS, INC.

8840 Wilshire Blvd., 2nd Floor

Beverly Hills, CA 90211

June 4, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:
    Capricor Therapeutics, Inc.

    Registration Statement on Form S-1

    Registration No. 333-195385

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Capricor Therapeutics, Inc., a Delaware corporation (the “Registrant”),
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1, as amended by that certain
Amendment No. 1 to Form S-1 (File No. 333-195385) of the Registrant (as so amended, the “Registration Statement”)
be accelerated so that it will be declared effective at 5:00 p.m., Washington D.C. time, on June 6, 2014 or as soon thereafter
as may be practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 · the Registrant 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 undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our outside counsel, Paul
Hastings LLP, by calling Robert R. Carlson at (650) 320-1830. The Registrant hereby authorizes Mr. Carlson to orally modify or
withdraw this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Carlson via email to robcarlson@paulhastings.com
or facsimile to (650) 320-1930 and via mail c/o Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, CA 94304.

    Sincerely,

    CAPRICOR THERAPEUTICS, INC.

    By:
    /s/ Karen G. Krasney

    Karen G. Krasney

    Executive Vice President, General Counsel

    cc:
    Robert R. Carlson, Esq. (Paul Hastings LLP)

April 30 , 2014

Via E -mail
Karen G. Krasney, Esq.
General Counsel
Capricor Therapeutics , Inc.
8840 Wilshire Boulevard, 2nd Floor
Beverly Hills, CA 90211

Re: Capricor Therapeutics, Inc.
Registration Statement on Form S-1
Filed  April 18 , 2014
  File No.  333-195385

Dear Ms. Krasney :

We have limited our review of your  regist ration statement to the issue s we hav e
addressed in our comment s.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment s 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  comment s, we may have  additional comments.

General

1. We are currently processing your  pending request for confidential treatment.   Please be
advised that we will not be in a position to declare this registration statement effective
until we resolve all issues concerning the confidential treatment request.

Exhibit 5.1

2. We note the language in the legal opinion filed as Exhibit 5.1 that “[t]hi s opinion letter is
rendered solely to you …”  In our view, this language represents an inapp ropriate
limitation on reliance .  As highlighted in  Section II.B.3.d of the Division of Corporation
Finance Staff Legal Bulletin No. 19 , we will not  accept  any limitation on reliance  as
purchasers of the securities in the offering are entitled to rely on the opinion .  Please
remove the language quoted above  from the legal opinion and re -file the opinion as an
exhibit to your registration statement.

Karen G. Krasney, Esq.
Capricor Therapeutics , Inc.
April 30 , 2014
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 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 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 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 reques ts 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 De Rosa  at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Robert R.  Carlson, Esq.
 Paul Hastings LLP
 1117 S. California Avenue
 Palo Alto, CA 94304

October 4 , 2013

Via E -mail
Daron Evans
Chief Financial Officer
Nile Therapeutics, Inc.
63 Bovet Rd., Suite 421
San Mateo, California 94402

Re: Nile Therapeutics , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed September 27, 2013
File No. 00 1-34058

Dear Mr. Evans :

We have limited our rev iew of your filing to the issue  addressed in the following
comment .

Please respond to this letter by amending your filing and providing the requested
information .  If 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 filing and the information yo u provide in
response to our comment , we may have  additional comments.

Proposal No. 1: Approval o f Amendment of Certificate of Incorporation to Effect a Reverse
Stock Split and Share Reduction , page 43

We note your disclosure that you r propo sed reverse stock split will have the effect of
providing an increased number of shares available for issuance , thereby providing you with a
sufficient number of authorized shares to allow you to issue shares to stockholders of Capricor ,
Inc. in connection  with your merger with Capircor .  Please disclose whether you currently have,
or do not have, any plans with respect to the  increased number of authorized shares of common
stock available for issuance in excess of those issuable in connection with the merg er.  If such
plans exist, please disclose all material information.

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

Daron Evans
Nile Therapeutics, Inc .
October 4 , 2013
Page 2

  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 Uni ted States.

Please contact  Amy Reischauer at (202) 551 -3793, Daniel Greenspan at (202) 551 -3623,
or me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Christopher J. Melsha
Fredrikson &  Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402

October 7, 2013

Via E -mail
Daron Evans
Chief Financial Officer
Nile Therapeutics, Inc.
63 Bovet Rd., Suite 421
San Mateo, California 94402

Re: Nile Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed October 4, 2013
File No. 001 -34058

Dear Mr. Evans :

We have completed our review of your filing .  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 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 urge all per sons 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 rules require.

Sincerely,

 /s/ Daniel  Greenspan  for

Jeffrey P. Riedler
Assista nt Director
cc: Via E -Mail
Christopher J. Melsha
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402

CORRESP
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filename1.htm

October 4, 2013

VIA EDGAR

Mr. Jeffrey P. Riedler

Securities and Exchange Commission

Division of Corporation Finance (Mail Stop 4720)

100 F Street N.E.

Washington, D.C. 20549

 Re: Nile Therapeutics, Inc. (the “Company”)

Preliminary
Proxy Statement on Schedule 14A

Filed
September 27, 2013

File
No. 001-34058

Dear Mr. Riedler:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated October 4, 2013 from the Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission
(the “Staff”) commented on the Preliminary Proxy Statement.

For the Staff’s
convenience, the Staff’s comment has been stated below in its entirety in bold type, with the Company’s response set
out immediately underneath it in regular type.

We
note your disclosure that your proposed reverse stock split will have the effect of providing an increased number of shares available
for issuance, thereby providing you with a sufficient number of authorized shares to allow you to issue shares to stockholders
of Capricor, Inc. in connection with your merger with Capricor. Please disclose whether you currently have, or do not have, any
plans with respect to the increased number of authorized shares of common stock available for issuance in excess of those issuable
in connection with the merger. If such plans exist, please disclose all material information.

The Company does not have any current plans
for the issuance of additional shares beyond those to be issued in connection with the merger with Capricor. The Company proposes
to revise its disclosure on page 44 in the first bullet paragraph under the subheading “Reasons for the Reverse Stock Split
and Share Reduction,” as follows (marked to show changes from the disclosure in the Preliminary Proxy Statement):

Jeffrey P. Riedler

October 4, 2013

Page 2

 · Increase in Shares Available for Issuance. Because the reduction in the number of authorized shares of our common
stock and preferred stock is not being effected on a 1-for-100 basis, the reverse stock split will have the effect of providing
us with an increased number of shares of common stock available for issuance. However, other than the shares of common stock
to be issued in connection with the Merger, we currently do not have any plans or understandings with respect to the issuance of
the additional shares that would be authorized for issuance if Proposal No. 1 is approved by our stockholders.

If Staff determines that the foregoing proposed
revised disclosure is adequate to address the comment, the Company confirms that it will include such revised disclosure in its
definitive proxy statement.

* * *

On behalf of the Company, we hereby acknowledge the following:

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

 · Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the
Staff 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 contact the
undersigned at (612) 492-7369 if you have any questions with respect to the responses contained in this letter.

Sincerely,

/s/ Christopher J. Melsha

Christopher J. Melsha

Attorney

Direct Dial: 612.492.7369

Email: cmelsha@fredlaw.com

 cc: Ms. Amy Reischauer, Esq., Division of Corporation Finance

Mr. Daron Evans, Chief Financial Officer,
Nile Therapeutics, Inc.

CORRESP
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    Unassociated Document

Nile Therapeutics, Inc.

4 West 4th Avenue, Suite 400

San Mateo, CA 94402

(650) 458-2678

August 4, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Mr. Jeffrey Riedler

Re:

Nile Therapeutics, Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-175726

Dear Mr. Riedler:

On behalf of the Company, the undersigned respectfully requests that the above-referenced Registration Statement be declared effective at 4:00 p.m., Washington, D.C. time, on August 8, 2011, or as soon thereafter as is practicable.

On behalf of the Company, the undersigned hereby acknowledges the following:

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 disclosure in the filing; and

3.           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.

Sincerely,

Nile Therapeutics, Inc.

By:

/s/ Daron Evans

Daron Evans

Chief Financial Officer

cc:  Karen Ubell, Esq. (via facsimile 202-772-9198)

August 1, 2011
 Via E-mail

Daron Evans Chief Financial Officer Nile Therapeutics, Inc. 4 West 4th Street, Suite 400 San Mateo, CA  94402
Re: Nile Therapeutics, Inc.
  Registration Statement on Form S-1
Filed July 22, 2011
  File No. 333-175726

Dear Mr. Evans:
 We have limited our review of your registrati on statement to the issue we have addressed
in the following comment.
 We note that you have a pending confidential tr eatment request.  Please be advised that
we will not be in a position to consider a re quest for acceleration of effectiveness of the
registration statement until we resolve all issues  concerning the confidential treatment request.

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

Daron Evans Nile Therapeutics, Inc. August 1, 2011 Page 2

  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, Staff Attorne y, at (202) 551-3873 or me at (202) 551-3715
with any questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director

March 24, 2011

Daron Evans
Chief Financial  Officer
Nile Therapeutics, Inc.
4 West 4th Avenue, Suite 400
San Mateo, CA  94402

Re: Nile Therapeutics, Inc.
  Preliminary Proxy  Statement on Schedule 14 A
Filed  March 15 , 2011
  File No.  001-34058

Dear Mr. Evans :

We have comp leted our review of your filing  and do not have any further comments at
this time .

Sincerely,

Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

4 West 4th Ave. Suite 400

San Mateo, CA 94402

(650) 458-2670  Tel.

(415) 875-7075  Fax

March 23, 2011

VIA EDGAR

Mr. Jeffrey P. Riedler

Securities and Exchange Commission

Division of Corporation Finance (Mail Stop 4720)

100 F Street N.E.

Washington, D.C. 20549

Re:

Nile Therapeutics, Inc. (the “Company”)

Preliminary Proxy Statement on Schedule 14A

Filed March 15, 2011

File No. 001-34058

Dear Mr. Riedler:

On behalf of the Company, this letter is being submitted in response to the letter dated March 22, 2011 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the Preliminary Proxy Statement.

For the Staff’s convenience, the Staff’s comment has been stated below in its entirety in bold type, with the Company’s response set out immediately underneath it in regular type.

1.

We note your statement on page 24 that “Although at present, apart from the sale of the additional equity securities that we may contemplate, we have no other current arrangements or understandings providing for the issuance of the additional shares that would be made available for issuance upon effectiveness of the reverse stock split.”  Please expand your discussion to describe the sale of the additional equity securities to which you have referred.

The Company clarifies that it has no current arrangements or understandings providing for the issuance of additional shares.  Below is the Company’s proposed revised disclosure for use in its Definitive Proxy Statement, marked to show changes from the disclosure in the Preliminary Proxy Statement.

Jeffrey P. Riedler

March 23, 2011

Page 2

The par value of our common stock would remain unchanged at $0.001 per share. The amendment would not change the number of authorized shares of common stock. Accordingly, the reverse stock split will have the effect of creating additional unreserved shares of our authorized common stock. Although at present, apart from the sale of the additional equity securities that we may contemplate, we have no other current arrangements or understandings providing for the issuance of the additional shares that would be made available for issuance upon effectiveness of the reverse stock split., Tthese additional shares may be used by us for various purposes in the future without further stockholder approval, including, among other things:

*   *   *

On behalf of the Company, it hereby acknowledges the following:

·

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

·

Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff 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 contact the undersigned at (650) 458-2678, or Sean Nagle, the Company’s counsel, at (612) 492-7422, if you have any questions with respect to the responses contained in this letter.

Nile Therapeutics, Inc.

/s/ Daron Evans

Daron Evans

Chief Financial Officer

cc:

Ms. Karen Ubell, Esq., Division of Corporation Finance

Mr. Sean M. Nagle, Esq.

March 22, 2011

Joshua A. Kazam
Chief Executive Officer
Nile Therapeutics, Inc.
4 West 4th Avenue, Suite 400
San Mateo, CA  94402

Re: Nile Therapeutics, Inc.
  Preliminary Proxy  Statement on Schedule 14 A
Filed  March 15 , 2011
  File No.  001-34058

Dear Mr. Kazam :

We have limited our review of your filing  to the issue we have addressed in our
comment.

Please respond to this letter by revising your filing  and providing the requested
information .  Where you do not believe our comments apply to your facts and circumstances,
please tell us why in your response.

After reviewing any revisions to your filing  and the information you provide in response
to this comment, we may have  additional comments.

Proposal No. 2: Approval of Amendment to Certificate of  Incorporation to Effect a Reverse
Stock Split, page 24

1. We note your statement on page 24 that “ Although at present, apart from the sale of the
additional equity securities that we may contemplate, we have no other current
arrangements or understandings p roviding for the issuance of the additional shares that
would be made available for issuance upon effectiveness of the reverse stock split.”
Please expand your discussion to describe the sale of the additional equity securities to
which you have referred.

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 c ompany 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

Joshua A. Kazam
Nile Therapeutics , Inc.
March 22 , 2011
Page 2

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

 staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff 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 Karen Ubell at 202 -551-3873  or me at 202-551-3715  with any
questions.

Sincerely,

Jeffrey Riedler
Assistant Director

CORRESP
1
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    Unassociated Document

March 15, 2011

VIA  EDGAR

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

          Re:

Nile Therapeutics, Inc. (the “Company”)

Dear Sir/Madam:

As counsel for the Company and on its behalf, enclosed herewith is the Company’s Preliminary Proxy Statement on Schedule 14A relating to the Company’s 2011 Annual Meeting of Stockholders.

Please contact the undersigned at (612) 492-7369 if you have any questions or comments with respect to the Preliminary Proxy Statement.

Sincerely,

/s/ Christopher J. Melsha

Christopher J. Melsha

Attorney

Direct Dial:  612.492.7369

Email:  cmelsha@fredlaw.com

cc:           Mr. Daron Evans

Chief Financial Officer

Nile Therapeutics, Inc.

August 17, 2010

Joshua Kazam
Chief Executive Officer
Nile Therapeutics, Inc.
4 West 4th Ave. Suite 400
San Mateo, California 94402
Re: Nile Therapeutics, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 3, 2010 File No. 001-34058
 Dear Mr. Kazam:

 We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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filename1.htm

                  4
      West 4th
      Ave. Suite 400

                  San
      Mateo, CA 94402

                  (650)
      458-2670  Tel.

                  (415)
      875-7075  Fax

    August 9,
2010

    VIA
EDGAR

    Mr. Jim
B. Rosenberg

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E.

    Washington,
D.C. 20549

              Re:

              Nile
      Therapeutics, Inc. (the “Company”)

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

              Filed
      March 3, 2010

              File
      No. 001-34058

    Dear Mr.
Rosenberg:

    On behalf
of the Company, this letter is being submitted in response to the letter dated
August 5, 2010 from the Securities and Exchange Commission (the “Commission”) in which the staff
of the Commission (the “Staff”) commented on the Form
10-K.

    For the
Staff’s convenience, the Staff’s comments have been stated below in their
entirety, with the Company’s responses to a particular comment set out
immediately underneath it. The headings and numbered paragraphs in this letter
correspond to the headings and numbered paragraphs in the comment letter from
the Staff.

    Item 9A(T). Controls and
Procedures

    Managements Annual Report on
Internal Control Over Financial Reporting, page 55

    1.           Please
amend your filing to address the following:

              ·

              You disclose that your
      disclosure controls and procedures are designed based on criteria
      established in Internal Control – Integrated Framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission, or COSO
      Framework.  Please revise to state, if true, that your internal
      controls over financial reporting are designed based on the criteria
      established by the Internal Control – Integrated framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission, or COSO
      Framework. Refer to Item 308(a)(2) of Regulation
    S-K.

    Jim B.
Rosenberg

    August 9,
2010

    Page
2

    The Company confirms that its internal
controls over financial reporting are designed based on the criteria established
by the Internal Control framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  The Company also represents
that it will conform its disclosure in this regard in future
reports.

              ·

              You disclose that you believe
      that your present internal control program has been effective at a
      reasonable assurance level to ensure that your financial reporting has not
      been materially misstated.  Please revise to state, if true,
      that you assessed the effectiveness of your internal control over
      financial reporting as of the end of your most recent fiscal year, and
      state whether internal control over financial reporting was effective as
      of that date.  Refer to Item 308(a)(3) of Regulation
      S-K.

    The
Company represents that, under the supervision and with the participation its
management, including its Chief Executive Officer and Chief Financial Officer,
it conducted an assessment of the effectiveness of the Company’s internal
control over financial reporting based on the criteria established by the
Internal Control framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and that, based on such assessment, the Company’s
management concluded that its internal control over financial reporting was
effective as of December 31, 2009.  The Company also represents that
it will make such disclosure in its future reports.

              ·

              You disclose that you will
      review, and where necessary, enhance your internal control design and
      documentation, management review, and ongoing risk assessment as part of
      your internal control program, including implementing the requirements of
      Section 404 of the Sarbanes-Oxley Act of 2002.  Please clarify
      what requirements your company had not implemented as of December 31,
      2009.

    The Company was only referring to the
fact that its internal control over financial reporting had not been attested to
by its auditors and that its auditors did not provide, and the Company did not
include in its Form 10-K, an attestation report on the Company’s internal
control over financial reporting, in accordance with Item 308(b) of Regulation
S-K.  As a smaller reporting company, the Company was not, of course,
subject to the requirements of Item 308(b).  The Company will, to the
extent true and to the extent Item 308(b) continues not to apply to the Company,
make clear in its future filings that its annual report does not include an
attestation report from its auditors and that the Company was not required to
include such a report.

    Jim B.
Rosenberg

    August 9,
2010

    Page
3

    *   *   *

      On behalf
of the Company, it hereby acknowledges the following:

              ·

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

              ·

              Staff
      comments or changes to disclosure in response 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 contact the undersigned at (650)
458-2678, or Christopher Melsha, the Company’s counsel, at (612) 492-7369, if
you have any questions with respect to the responses contained in this
letter.

                Very
      truly yours,

                Nile
      Therapeutics, Inc.

                /s/
      Daron Evans

                Daron
      Evans

                Chief
      Financial Officer

              cc:

              Ms.
      Staci Shannon

    Mr. Joshua A. Kazam

    Mr. Christopher J. Melsha,
Esq.

August 5, 2010

Joshua Kazam
Chief Executive Officer
Nile Therapeutics, Inc.
4 West 4th Ave. Suite 400
San Mateo, California 94402
Re: Nile Therapeutics, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 3, 2010 File No. 001-34058
 Dear Mr. Kazam:

We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your document.  In our comment, we ask
you to amend your filing.

Please respond to this letter within te n business days by amending your filing, or by
advising us when you will amend your filing.  If you do not believe that an amendment is
necessary based on your facts and circumstances, please tell us why in your response.  Please
furnish us a letter on EDGAR under the form type label CORRESP that keys your response to
our comment.

After reviewing any amendment to your filing and the information you provide in response to
this comment, we may have additional comments.

Item 9A(T).  Controls and Procedures
Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 55

1. Please amend your filing to address the following:
• You disclose that your disclosure contro ls and procedures are designed based on
criteria established in Internal Contro l – Integrated framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, or COSO
Framework.  Please revise to state, if true, that your internal c ontrols over financial
reporting are designed based on the criteria  established by the Internal Control –
Integrated framework issued by the Comm ittee of Sponsoring Or ganizations of the
Treadway Commission, or COSO Framework.  Refer to Item 308(a)(2) of Regulation
S-K.
• You disclose that you believe that your pr esent internal control program has been
effective at a reasonable a ssurance level to ensure that  your financial reporting has
not been materially misstated.  Please revise  to state, if true, that you assessed the
effectiveness of your internal control over financial reporting as of the end of your

Joshua Kazam
Nile Therapeutics, Inc.
August 5, 2010
Page 2

most recent fiscal year, and state whether in ternal control over financial reporting was
effective as of that date.  Refer to Item 308(a)(3) of Regulation S-K.
• You disclose that you will review, and wher e necessary, enhance your internal control
design and documentation, management review , and ongoing risk as sessment as part
of your internal control program, including implementing the requirements of Section
404 of the Sarbanes-Oxley Act of 2002.  Pl ease clarify exactly what requirements
your company had not implemented as of December 31, 2009.

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  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 Staci Shannon, Staff Account ant, at (202) 551-3374 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651 if you have questions regardi ng this comment.  In
this regard, do not hesitate to contact me  at (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  November 9, 2009   Peter M. Strumph Chief Executive Officer Nile Therapeutics, Inc.  115 Sansome Street Suite #310 San Francisco, CA 94104
Re: Nile Therapeutics, Inc.
 Form 10-K and 10-K/A for the Year Ended December 31, 2008  Filed March 12, 2009 and April 23, 2009  File No. 001-34058

 Dear Mr. Strumph:
  We have completed our review of your filings and have no further comments at
this time.
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 via facsimile :  Sean Nagle, Esq
             Fredrikson & Byron, P.A.
      Fax (612) 492-7077

CORRESP
1
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    October
1, 2009

    VIA
FACSIMILE AND EDGAR

    Mr.
Jeffrey P. Riedler

    Securities
and Exchange Commission

    Division
of Corporation Finance (Mail Stop 4720)

    100 F
Street N.E.

    Washington,
D.C. 20549

                Re:

                Nile
      Therapeutics, Inc. (the “Company”)

                Form
      10-K and 10-K/A for the Year Ended December 31, 2008

                Filed
      March 12, 2009 and April 23, 2009

                File
      No. 001-34058

    Dear Mr.
Riedler:

    As
counsel for the Company and on its behalf, this letter is being submitted in
response to the letter dated September 17, 2009 from the Securities and Exchange
Commission (the “Commission”) in
which the staff of the Commission (the “Staff”)
commented on the Form 10-K and 10-K/A.

    For the
Staff’s convenience, the Staff’s comments have been stated below in their
entirety, with the Company’s responses to a particular comment set out
immediately underneath it. The headings and numbered paragraphs in this letter
correspond to the headings and numbered paragraphs in the comment letter from
the Staff. Capitalized terms used but not defined in this letter are intended to
have the meanings ascribed to such terms in the Form 10-K and
10-K/A.

      Form
10-K

      Item 1.
Business

      Our Product Candidates, page
4

      License Agreements, page
6

                1.

                For
      each of the Mayo License Agreement and the CU-NP Mayo License Agreement,
      please expand your disclosure to include the amount of aggregate potential
      milestone payments you may be required to make, the cash payments made to
      date, the amount of the annual maintenance fee, term and termination
      provisions and the percentage of net sales you must pay for licensed
      products.  Please also file each of these agreements as an
      exhibit to your Form 10-K or provide us with an analysis supporting your
      determination that these agreements are not material to your
      business.

          Jeffrey
P. Riedler

          October
1, 2009

          Page
2

    Although
the Company inadvertently omitted the each of the Mayo License Agreement and the
CU-NP Mayo License Agreement (together, the “License Agreements”) from the
exhibit list in Item 15 of its Form 10-K, each agreement had been previously
filed.  The Company filed the Mayo License Agreement as Exhibit 10.6
to its Current Report on Form 8-K filed with the Commission on September 21,
2007, and it filed the CU-NP Mayo License Agreement as Exhibit 10.1 to its Form
10-Q filed with the Commission on August 14, 2008.  The Company
undertakes to include the License Agreements as exhibits incorporated by
reference in its future filings.

    The
Company acknowledges the Staff’s request for expanded disclosure with respect to
the terms of the License Agreements.  The Company notes, however, that
the Commission has previously issued orders granting the Company’s requests for
confidential treatment under Rule 24b-2 with respect to certain confidential
terms of each License Agreement, including such terms as the annual maintenance
fee, individual contingent milestone payment amounts and the percentage of net
sales the Company must pay for licensed products.  Nonetheless, for
each License Agreement, the Company undertakes, to the extent consistent with
the confidential treatment of the redacted terms, to expand its disclosure in
future filings to address the Staff’s comment.  The Company believes
that this expanded disclosure, together with the Company’s ongoing disclosure
regarding its research and development activities, will provide investors with
all material information regarding the terms of the License Agreements, while at
the same time protecting the Company from the competitive harm that would result
from the disclosure of individual payment amounts. For example, the Company
intends to disclose the aggregate expenses it will have incurred developing the
technologies subject to the License Agreements in a given period, which will
include (but not specify in amount) the payments it will have made to Mayo under
the applicable agreement.  In addition, the Company will disclose
expected aggregate development expenses in a future period, which amounts will
include payments expected to be made to Mayo under a License
Agreement.  In these cases, however, the Company intends to omit the
specific amount of the payments made or expected to be made to Mayo. Such
omissions taken together with the Company’s other disclosures are sufficiently
narrow and allows investors to still understand the fundamental terms, as well
as the Company’s overall capital requirements needed to develop its
technologies.

          Jeffrey
P. Riedler

          October
1, 2009

          Page
3

    Below is
the Company’s proposed expanded disclosure for use in future filings, with
additions to the disclosure in the Form 10-K underlined and in
bold.

    License
Agreements

    CD-NP

    On January 20, 2006, we entered
into an exclusive, worldwide, royalty-bearing license agreement with Mayo, or
the Mayo License Agreement, for the rights to issued patents, patent
applications and know-how relating to CD-NP for all therapeutic uses. The
intellectual property portfolio for CD-NP includes issued and pending United
States, European, and Japanese patents relating to its composition of matter and
method of use in treating heart failure and symptoms associated with heart
failure. Patent applications have been filed in other major markets around the
world. We were
also entitled
had to rights to improvements
to CD-NP  that arose out of the laboratory of Dr. John Burnett, the
co-investor of CD-NP, until January 19, 2009. We intend to continue to expand
our patent portfolio by filing to protect any additional patents covering
expanded uses for this technology.

    Under the terms of the Mayo License
Agreement, we made an up-front cash payment to Mayo and reimbursed it for past
patent expenses. We also issued to
Mayo 1,379,419 shares of Old Nile our
common stock to
Mayo. Additionally, Mayo will receive
performance based we agreed
to make contingent cash payments up to an
aggregate of $31.9 million upon successful
completion of specified
clinical and regulatory milestones relating to CD-NP.  This
aggregate amount is subject to increase upon the receipt of regulatory approval
for each additional indication of CD-NP as well as for additional compounds or
analogues contained in the intellectual property.  In July
2008, we made a milestone payment of $400,000 to Mayo upon the dosing of the
first patient in a Phase II trial. We
also have agreed to pay Mayo substantial milestone payments upon the receipt of
regulatory approval for each additional indication of CD-NP as well as for
additional compounds or analogues contained in the intellectual property.
Pursuant to the Mayo License Agreement, we must also pay Mayo an annual
maintenance fee and a percentage of net sales of licensed products. Under the
terms of the Mayo License Agreement, Dr. Burnett has agreed to serve as
chairman of our Scientific Advisory Board. In addition, we will pay Mayo $50,000
per year for the consulting services of Dr. Burnett while Dr. Burnett
serves as chairperson of our Scientific Advisory Board. The Mayo License
Agreement also contains other customary clauses and terms as are common in
similar agreements in the industry.

    In addition to the potential milestone
payments discussed above, the Mayo License Agreement requires us to issue shares
of common stock to Mayo for an equivalent dollar amount of grants received in
excess of $300,000, but not to exceed $575,000. For the period from
August 1, 2005 (inception) through December 31, 2008, we received
$482,235 in grant income for which we have issued to Mayo 63,478 shares
(representing $182,236) of common stock. Please see the risk factor under
Item 1A, entitled “If
requirements under our license agreements are not met, we could suffer
significant harm, including rights to our products” for a further
discussion of the risks related to this license agreement.

          Jeffrey
P. Riedler

          October
1, 2009

          Page
4

    The Mayo License Agreement,
unless earlier terminated, will continue in full force and effect until January
20, 2026.  However, to the extent any patent covered by the license is
issued with an expiration date beyond January 20, 2026, the term of the
agreement will continue until such expiration date.  Mayo may
terminate the agreement earlier (i) for our material breach of the agreement
that remains uncured after 90 days’ written notice to us, (ii) our insolvency or
bankruptcy, or (iii) if we challenge the validity or enforceability of any of
the patents in any manner.  We may terminate the agreement without
cause upon 90 days’ written notice.

    CU-NP

    Effective as ofOn
June 13, 2008, we entered into an exclusive, worldwide, royalty-bearing license
agreement, or the CU-NP Mayo License Agreement, with Mayo for the rights to
intellectual property and to develop commercially CU-NP for all therapeutic
indications. We also hold the rights to improvements to CU-NP that arise out of
the laboratory of Drs. John Burnett and Candace Lee, the inventors of
CU-NP, until June 12, 2011.

    Under the terms of the CU-NP Mayo
License Agreement, Nile paid Mayowe
made an up-front cash payment Additionally, Mayo will
receive performance based to Mayo
and agreed to make future contingent cash payments up to an
aggregate of $24.25 million upon successful
completion achievement of clinical and regulatory milestones relating to
CU-NP, including a milestone payment due in connection with the initiation of
the first Phase II clinical trial of a product. Additional
milestone payments will be made upon the occurrence of certain other
events. This
aggregate amount of $24.25 million is subject to increase upon the receipt of
regulatory approval for each additional indication of CU-NP, as well as for
additional compounds or analogues contained in the intellectual
property. Pursuant to the
agreement, Nile
we
must also pay Mayo an annual maintenance fee and a percentage of net sales of
licensed products.

    In addition to thethese
cash payments described above
payable
with respect to the CU-NP Mayo License Agreement, Nile has we
also agreed to issue certain amounts and types
of equity shares of
our common stock and warrants to Mayo. In June 2008, we issued 49,689
shares of common stock to Mayo having a fair market value as of June 13,
2008 equal to $250,000. Additionally, Dr. Burnett has applied for funding
through Mayo’s Discovery-Translation Program. In the event Dr. Burnett is
awarded funding through this program, and the funding is used for the
development of the licensed product based on the patent applications, Nile has we
agreed to grant to Mayo an equivalent dollar value in warrants to purchase Nile’s shares of
our common stock. The number of shares
purchasable under these warrants will be calculated using the
Black-Scholes option-pricing model and the
warrants will include a cashless exercise provision with language to be
negotiated in good faith between the parties.

          Jeffrey
P. Riedler

          October
1, 2009

          Page
5

    The CU-NP Mayo License
Agreement, unless earlier terminated, will continue in full force and effect
until June 13, 2028.  However, to the extent any patent covered by the
license is issued with an expiration date beyond June 13, 2028, the term of the
agreement will continue until such expiration date. Mayo may terminate the
agreement earlier (i) for our material breach of the agreement that remains
uncured after 90 days’ written notice to us, (ii) our insolvency or bankruptcy,
(iii) if we challenge the validity or enforceability of any of the patents in
any manner, or (iv) or upon receipt of notice from the Company that we have
terminated all development efforts under the agreement. We may terminate the
agreement without cause upon 90 days’ written notice.

    Form
10-K/A

    Item 10. Directors,
Executive Officers and Corporate Governance, page 4

    Audit Committee, page
12

              2.

              Please
      include the information required by Item 407(d)(5) of Regulation S-K
      regarding the Audit Committee Financial Expert in your future
      filings.  You are required to disclose whether your board of
      directors has determined that you have at least one audit committee
      financial expert serving on your audit committee.  Identify the
      financial expert and state whether such person is independent, as defined
      by applicable listing standards.  If you do not have an audit
      committee financial expert serving on your audit committee, please
      specifically state that you do not.

    The
Company acknowledges the disclosure required by Item 407(d)(5) of Regulation S-K
and agrees and undertakes to include the required information in its future
filings.

    *   *   *

              On
      behalf of the Company, it hereby acknowledges the
    following:

              ·

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

              ·

              Staff
      comments or changes to disclosure in response 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.

          Jeffrey
P. Riedler

          October
1, 2009

          Page
6

    Please
contact the undersigned at (612) 492-7369 if you have any questions with respect
to the responses contained in this letter.

                  Sincerely,

                  /s/ Christopher
      J. Melsha

                  Christopher
      J. Melsha

                  Attorney

                  Direct
      Dial:  612.492.7369

                  Email:  cmelsha@fredlaw.com

              cc:

              Ms.
      Nandini Acharya, Esq., Division of Corporation
  Finance

    Mr. Daron Evans, Chief Financial
Officer, Nile Therapeutics, Inc.

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  September 17, 2009   Peter M. Strumph Chief Executive Officer Nile Therapeutics, Inc.  115 Sansome Street Suite #310 San Francisco, CA 94104
Re: Nile Therapeutics, Inc.
 Form 10-K and 10-K/A for the Year Ended December 31, 2008  Filed March 12, 2009 and April 23, 2009  File No. 001-34058

Dear Mr. Strumph:

We have reviewed your filings and have the following comments.

Where indicated, we think you should revise your Form 10-K in response to these
comments.  If you disagree, we will consider  your explanation as to why a comment is
inapplicable or a revision is unnecessary.  In our comments, we ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing 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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Item 1. Business
Our Product Candidates, page 4
License Agreements, page 6

1. For each of the Mayo License Agreement and the CU-NP Mayo License Agreement, please expand your disclosure  to include the amount of aggregate

Peter M. Strumph
Nile Therapeutics, Inc.
September 17, 2009 Page 2
potential milestone payments you may be required to make, the cash payments made to date, the amount of the annual maintenance fee, term and termination provisions and the percentage of net sa les you must pay for licensed products.
Please also file each of these agreemen ts as an exhibit to your Form 10-K or
provide us with an analysis supporting your  determination that these agreements
are not material to your business.
 Form 10-K/A

 Item 10. Directors, Executive Officer s and Corporate Governance, page 4

Audit Committee, page 12

2. Please include the information require d by Item 407(d)(5) of Regulation S-K
regarding the Audit Committee Financial E xpert in your future filings.  You are
required to disclose whether your board of  directors has determined that you have
at least one audit committee financial e xpert serving on your audit committee.
Identify the financial expert and state whether such person is independent, as
defined by applicable listing standards.  If you do not have an audit committee financial expert serving on your audit co mmittee, please specifically state that you
do not.

*    *    *    *

Please amend your Form 10-K and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your response to our comment and provide any requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.   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
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

Peter M. Strumph
Nile Therapeutics, Inc.  September 17, 2009 Page 3
 • 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 comment on your filing.
Please contact Nandini Acharya, Staff Atto rney at (202) 551-3495 or me at (202)
551-3715 with any questions.

Sincerely,

Jeffrey P. Riedler Assistant Director

CORRESP
1
filename1.htm

    November
      6, 2007

    Mr.
      Jeffrey Riedler

    Assistant
      Director

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    Mail
      Stop
      6010

    Washington,
      D.C. 20549

    Nile
      Therapeutics, Inc.

    Registration
      Statement on Form SB-2

    (File
      No. 333-146843)

    Dear
      Mr.
      Riedler:

    Nile
      Therapeutics, Inc., a Delaware corporation (the “Company”),
      hereby requests that the effectiveness of the Company’s Registration Statement
      on Form SB-2 for up to 9,860,376 shares of common stock, par value $0.001 per
      share, of the Company, be accelerated to 4:30 p.m., November 6, 2007, or as
      soon
      thereafter as is practicable.

    In
      furnishing this letter, 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 this action as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

            Very
              truly
              yours,

            Nile Therapeutics, Inc.

            By:
            /s/ Peter
              M.
              Strumph

              Name:
              Peter M. Strumph

            Title:
              Chief Executive Officer

Mail Stop 6010           October 25, 2007  Peter M. Strumph Chief Executive Officer Nile Therapeutics, Inc.  2850 Telegraph Avenue, Suite 310 Berkeley, CA  94705
Re: Nile Therapeutics, Inc.
 Registration Statement on Form SB-2  File Number 333-146843

Dear Mr. Strumph:
This is to advise you that we have lim ited our review of the above referenced
registration statement to only the issues identified below.  We will make no further review of this filing.

Form SB-2

Selling Shareholder, page 40

1. We note the disclosure you include in the risk factor entitled “There are certain
interlocking relationships betw een us and certain . . . .” on page 16. You indicate that
one of your directors, Peter M. Kash, is al so a director of a br oker-dealer. In that
regard, please revise your Selling Shareholder table to disclose the following, if true:

• that he purchased in the ordi nary course of business; and
• that at the time of the purchase, he  had no agreements or understanding to
distribute the securities.

To the extent any of your other selling share holders are also affiliates of broker dealer,
please ensure you provide similar repres entations for each of those selling
shareholders.
 Signature Page

2. Your principal financial officer and  either a controller or chief accounting officer must
sign the registration statement. Your next amendment and all subsequent amendments

 2must contain this signature. If a person acts in more than one of these capacities, the
signature page must indicate all of the capacities in wh ich they are signing. Please
revise your signature page accordingly.

Audit Report
3. Reference is made to your audit report on page F-1 that states that your auditors
conducted their audit “in accordance with a uditing standards generally accepted in the
United States of America.”  According to  PCAOB Auditing Standards No. 1, it should
instead refer to “the standards of the Public Company Accounting Oversight Board
(United States).”  Please revise accordingly.

* * *
 Once you have cleared our comments, we w ill act upon any request for acceleration of
the effective date of the Form SB-2 and pursuant to delegated authority, grant acceleration of
the effective date.  We will consider your request  for acceleration as a confirmation of the fact
that you are aware of your res ponsibilities under th e Securities Act of 1933 and the Securities
Act of 1934 as they relate to  the proposed public offering.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed 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.

 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

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

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

 3In addition, please be advise d that the Division of Enfo rcement 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.
Please contact Song P. Brandon at (202) 551- 3621 or me at (202) 551-3710 with any
other questions.
Sincerely,

Jeffrey Riedler Assistant Director
  cc: Ira L. Kotel, Esq.  Dickstein Shapiro, LLP  1177 Avenue of the Stars  New York, NY  10036

CORRESP
1
filename1.htm

    SMI
      Products, Inc.

    122
      Ocean
      Park Blvd.

    Suite
      307

    Santa
      Monica, CA 90405.

    Tel.
      (310) 396-1691

    November
      9, 2006.

    By
      EDGAR Transmission and by Hand Delivery

    Raquel
      Howard

    Staff
      Accountant

    U.S.
      Securities and Exchange Commission.

    100
      F
      Street N.E.

    Washington,
      D.C. 20549.

              Re:
                SMI Products, Inc.

              Item
                4.01 Form 8-K

              Filed
                November 8, 2006

              File
                No. 3-55166

    Ladies
      and Gentlemen:

    On
      behalf
      of SMI Products, Inc. (the “Company”), we hereby submit the Company’s responses
      to the comments of the staff (the “Staff”) of the Securities and Exchange
      Commission (the Commission) set forth in the Staff’s letter, dated November 9,
      2006, providing the Staff’s comments with respect to the above referenced Form
      8-K Current Report (the “Report”).

    For
      the
      convenience of the Staff, each of the Staff’s comments is included and is
      followed by the corresponding response of the Company. References in this letter
      to “we”, “us” and “our” refer to the Company unless the context indicates
      otherwise.

          1.

            We
              note your disclosure that you will discontinue the services of Amisano
              Hanson
              Chartered Accountants. This statement appears inconsistent with your
              disclosure
              that you have dismissed your former accountant. Please revise your
              disclosure
              to clarify your statement and disclose the specific date the former
              accountant
              was dismissed as required by Item 304(a)(1)(i) of Regulation
              S-B.

    COMPANY
      RESPONSE.
      We have
      revised our disclosure to consistently state that Amisano Hanson was dismissed
      and we have stated that such dismissal took place on October 31,
      2006.

          2.

            We
              note that that the former accountant audited your financial statements
              for
              the two
              most recent fiscal years ended December 31, 2005 and 2004. Please revise
              your
              disclosure to address whether the former accountant's reports on your
              financial
              statements for either
              of
              the past two years contained an adverse opinion or disclaimer of opinion,
              or were modified as to uncertainty, audit scope, or accounting
              principles, which would include the uncertainty regarding the ability
              to
              continue
              as a
              going
              concern.
              See Item 304(a)(1)(ii) of Regulation S-B.

      U.S.
        Securities and Exchange Commission

      November
        9, 2006

      Page
        2

    COMPANY
      RESPONSE.
      We have
      revised our disclosure to include the disclosures required by Item
      304(a)(1)(ii) of Regulation S-B. We have also included the language from Amisano
      Hanson’s Reports for the years ended December 31, 2004 and December 31, 2005
      with respect to their “going concern” opinion.

          3.

            We
              note that your disclosure under 4.01(b) refers to the year ended September
              30, 2006,
              rather than the year ended December 31, 2006. Please revise or
              advise.

    COMPANY
      RESPONSE.
      We have
      amended our disclosure to state the “year ending December 31, 2006”.

          4.

            Please
              obtain and file an Exhibit 16 letter from the former accountant stating
              whether the former accountant agrees with your revised Item 304 of
              Regulation S-B
              disclosures, or to the extent to which the accountant does not
              agree.

    COMPANY
      RESPONSE.
      We have
      filed as Exhibit 16 a letter from Amisano Hanson with respect to the revised
      Item 304 disclosures

    The
      Company further acknowledges as follows:

          ·

            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
      would like to discuss any of the responses to the Staff’s comments or if you
      would like to discuss any other matters, please contact Robert L. B. Diener
      at
      (310) 396-1691.

              Sincerely,

              SMI
                PRODUCTS, INC.

              By:

                /s/ Geoffrey
                Alison

                Geoffrey Alison

                Chief Executive Officer.

        2

Mail Stop 3561
        November 9, 2006

Geoffrey Alison, Chief Executive Officer
SMI Products, Inc.
122 Ocean park Blvd.
Suite 307
Santa Monica, CA 90405

Re: SMI Products, Inc.
 Item 4.01 Form 8-K
 Filed November 8, 2006
 File No. 3-55166

Dear Mr. Alison:

We have reviewed your filing and have the following comments.  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 more 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.

1. We note your disclosure that you will discontinue the services of Amisano Hanson Chartered Accountants.  This statement appears inconsistent with your disclosure that you have dismissed your former accountant.  Please revise your disclosure to clarify your statement and disclose the specific date the former accountant was dismissed as required by Item 304(a)(1)(i) of Regulation S-B.

2. We note that that the former accountant audited your financial statements for the two most recent fiscal years ended December 31, 2005 and 2004.  Please revise your disclosure to address whether the former accountant’s
reports  on your
financial statements for either of the past two years contained an adverse opinion
or disclaimer of opinion, or were modified as to uncertainty, audit scope, or

Geoffrey Alison
SMI Products, Inc.
November 9, 2006 Page 2
accounting principles, which would include the uncertainty regarding the ability to continue as a
going concern .  See Item 304(a)(1)(ii) of Regulation S-B.

3. We note that your disclosure under 4.01(b) refers to the year ended September 30, 2006, rather than the year ended December 31, 2006.  Please revise or advise.

4. Please obtain and file an Exhibit 16 letter from the former accountant stating whether the former accountant agrees with your revised Item 304 of Regulation S-B disclosures, or to the extent to which the accountant does not agree.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will respond.  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.

Geoffrey Alison
SMI Products, Inc.
November 9, 2006 Page 3
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.

If you have any questions, please call Raquel Howard at (202) 551-3291.

Sincerely,

Raquel Howard
Staff Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               SMI PRODUCTS, INC.
                                3503 Cedar Locust
                               Sugarland, TX 77479

May 16, 2006

MAIL STOP 3561

Tia Jenkins
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:   SMI Products, Inc. ("Registrant")
      Form 10-KSB/A
      Filed April 4, 2006
      File Number 333-55166

Ladies/Gentlemen:

In response to your comments  dated April 18, 2006,  the Registrant has made the
following amendments, corresponding to your enumerated paragraphs:

ITEM 8A. CONTROLS AND PROCEDURES

1.   The document has been amended to include the information  required by Items
     307 and 308(c) of Regulation S-B.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

2.   The document has been amended to include the  information  required by Item
     9(e) of Schedule 14A.

In addition, the Registrant hereby acknowledges that:

     1.   the  Registrant  is  responsible  for the adequacy and accuracy of the
          disclosure in the filing;

     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

     3.   the  Registrant  may not asset  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 have any further questions or comments  regarding this filing,  please do
not hesitate to contact me.

Very truly yours,

/s/ JAMES M. CHARUK
__________________________
    James M. Charuk
    President and Director

cc: Amisano Hanson, Chartered Accountants
    Michael J. Morrison, Esq.

</TEXT>
</DOCUMENT>

Mail Stop 3561                                                                                                        April 18,  2006

Mr. James M. Charuk
President and Director
SMI Products, Inc
3503 Cedar Locust
Sugarland, TX
77479

Re: Form 10-KSB/A filed April 4, 2006
 File No. 333-55166

Dear Mr. Charuk:

 We have reviewed your filing and have the following comments.  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.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not 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 the applicable staff person at the telephone number listed at the end of this letter.

Form 10- KSB/A for the fiscal year ended December 31, 2005 filed April 4, 2006

Item 8A. Controls and Procedures

1. Please revise to include the information required by Items 307 and 308 (c) of Regulation S-B.  For further guidance please refer to Commission’s interpretation release No. 33-8238: Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Report,  which may be found on the
Commission’s website at
http://www.sec.gov/rules/final/33-8238.htm

Item 14. Principal Accountant Fees and Services

2. Please revise to provide the information required by Item 9(e) of Schedule 14A.

SMI Products, Inc

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the registrant and its management are in possession of all facts relating to a registrant’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 registrant acknowledging that:
• the registrant 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 registrant 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please make appropriate revisions in response to these comments.  Please furnish a cover
letter with your revisions that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review. These revisions and the letter should be filed on EDGAR no later than May 9, 2006.  Please understand that we may have additional comments after reviewing your revisions and responses to our comments.

You may contact Raj Rajan at (202) 551- 3388 or Hugh West at (202) 551- 3872 if you
have questions regarding comments on the financial statements and related matters.

      S i n c e r e l y ,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Emerging Growth Companies