SecProbe.io

CORRESP
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 Ladenburg Thalmann & Co. Inc.

 640 Fifth Avenue, 4 th Floor

 New York, New York 10019

 June 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re:
 Cellectar Biosciences, Inc.

 Registration Statement on Form S-1 (Registration No.
 333-288333)

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 Ladenburg Thalmann & Co.
Inc. (" Ladenburg "), as representative of the underwriters for the referenced offering, hereby concurs in the request
by Cellectar Biosciences, Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 a.m. (Eastern
Time), or as soon as practicable thereafter, on July 1, 2025, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that it
is aware of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

 LADENBURG THALMANN & CO. INC.

 By:
 /s/ Nicholas Stergis

 Name: Nicholas Stergis

 Title: Managing Director

CORRESP
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 CELLECTAR BIOSCIENCES, INC.

 100 Campus Drive

 Florham Park, New Jersey 07932

 June 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Cellectar Biosciences, Inc.

 Registration Statement on Form S-1/A

 Filed June 30, 2025

 File No. 333-288333

 Ladies and Gentlemen:

 Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the "Company"), hereby requests that the
effective date of the Company's Registration Statement on Form S-1/A (Registration No. 333-288333), be accelerated so
that the Registration Statement will become effective at 9:00 a.m. on July 1, 2025, or as soon as practicable thereafter.

 The cooperation
of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact Kostian Ciko (212-839-5450
or kciko@sidley.com ). Thank you for your assistance with these matters.

 Very truly yours,

 CELLECTAR BIOSCIENCES, INC.

 By:
 /s/ Chad J. Kolean

 Chad J. Kolean, Chief Financial Officer

 cc:
 James V. Caruso

 Asher M. Rubin

 Istvan A. Hajdu

 Kostian Ciko

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

James Caruso
Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, NJ 07932

 Re: Cellectar Biosciences, Inc.
 Draft Registration Statement on Form S-1
 Submitted May 23, 2025
 CIK No. 0001279704
Dear James Caruso:

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

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

 Please contact Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Istvan Hajdu
</TEXT>
</DOCUMENT>

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

February 4, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    Filed January 29, 2025

    File No. 333-284580

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that the effective
date of the Company’s Registration Statement on Form S-1 (Registration No. 333-284580), be accelerated so that the Registration
Statement will become effective at 5:00 p.m. on February 6, 2025, or as soon as practicable thereafter.

The cooperation
of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact Kostian Ciko (212-839-5450
or kciko@sidley.com). Thank you for your assistance with these matters.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/  Chad J. Kolean

    Chad J. Kolean, Chief Financial Officer

    cc:

    James V. Caruso

    Asher M. Rubin

    Istvan A. Hajdu

    Kostian Ciko

February 3, 2025
James V. Caruso
Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, NJ 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Filed January 29, 2025
File No. 333-284580
Dear James V. Caruso:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kostian Ciko, Esq.

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

July 22, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Mr. Tim Buchmiller

Re: Acceleration Request for
Cellectar Biosciences, Inc.

Registration Statement on Form
S-3 (File No. 333-279731)

Ladies and
Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc. (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-279731 (the
 “Registration Statement”) be accelerated so that the Company’s
Registration Statement will become effective at 5:00 P.M., Eastern Time or as soon thereafter as practicable, on July 23, 2024, or at
such later time as the Company or its counsel may request from the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission.

We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin
LLP at (212) 839-5651 or ihajdu@sidley.com.

    Very truly yours,

    /s/ Chad J. Kolean

    Chad J. Kolean

    Chief Financial Officer

    cc:
    James V. Caruso

    Asher M. Rubin

    Istvan A. Hajdu

    Kostian Ciko

United States securities and exchange commission logo
May 31, 2024
James V. Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-3
Filed May 24, 2024
File No. 333-279731
Dear James V. Caruso:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Asher M. Rubin, Esq.

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

October 26, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Ms. Cindy Polynice

Re: Acceleration Request for
Cellectar Biosciences, Inc.

Registration Statement on Form
S-3 (File No. 333-274880)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc. (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-274880 (the
 “Registration Statement”) be accelerated so that the Company’s
Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on October 30, 2023, or
at such later time as the Company or its counsel may request from the staff of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission.

We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin
LLP at (212) 839-5651 or ihajdu@sidley.com.

    Very truly yours,

    /s/ Chad J. Kolean

    Chad J. Kolean

    Chief Financial Officer

    cc:
    James V. Caruso

    Asher M. Rubin

    Istvan A. Hajdu

    Kostian Ciko

United States securities and exchange commission logo
October 12, 2023
James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-3
Filed October 5, 2023
File No. 333-274880
Dear James Caruso:
            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 Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Istvan Hajdu, Esq.

CORRESP
1
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

November 30, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jason Drory

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    Filed November 23, 2022

    File No. 333-268554

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that the effective
date of the Company’s Registration Statement on Form S-1 (Registration No. 333-268554), be accelerated so that the Registration
Statement will become effective at 5:00 p.m. on December 2, 2022, or as soon as practicable thereafter.

The cooperation
of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact Asher M. Rubin (410-559-2881 or arubin@sidley.com)
or Istvan A. Hajdu (212-839-5651 or ihajdu@sidley.com). Thank you for your assistance with these matters.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/  Chad J. Kolean

    Chad J. Kolean, Chief Financial Officer

    cc:

    James V. Caruso

    Asher M. Rubin

    Istvan A. Hajdu

United States securities and exchange commission logo
November 29, 2022
James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, NJ 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Filed November 23, 2022
File No. 333-268554
Dear James Caruso:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Istvan Hajdu

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

January 28, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Kasey Robinson

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-3

        File No. 333-252309

        Acceleration Request

        Requested Date:

        Monday, February
        1, 2021

        Requested Time:

        5:00 P.M. Eastern
        Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-252309) be accelerated so that
the Registration Statement will become effective at 5:00 p.m. on February 1, 2021, or as soon as practicable thereafter,
or at such later time as the Company or its legal counsel may orally request via telephone call to the staff. The Company hereby
authorizes Gregory J. Lynch or Joshua B. Erekson of Michael Best & Friedrich LLP to make such request on its behalf.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com or Joshua B. Erekson of Michael Best & Friedrich LLP at
(801) 833-0505 or jberekson@michaelbest.com. Thank you for your assistance with these matters.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Dov Elefant

    Dov Elefant, Vice President and Chief Financial Officer

    cc:

        James V. Caruso

        Gregory J. Lynch

        Joshua B. Erekson

United States securities and exchange commission logo
January 28, 2021
James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, NJ 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-3
Filed January 21, 2021
File No. 333-252309
Dear Mr. Caruso:
            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:       Gregory Lynch, Esq.

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

August 18, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Alan Campbell

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-3

        File No. 333-244362

        Acceleration Request

        Requested Date:

        Thursday,
August 20, 2020

        Requested Time:

        4:15 P.M. Eastern
        Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-244362) be accelerated so that
the Registration Statement will become effective at 4:15 p.m. on August 20, 2020, or as soon as practicable thereafter,
or at such later time as the Company or its legal counsel may orally request via telephone call to the staff. The Company hereby
authorizes Gregory J. Lynch of Michael Best & Friedrich LLP to make such request on its behalf.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com or Joshua B. Erekson of Michael Best & Friedrich LLP at
(801) 833-0505 or jberekson@michaelbest.com. Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Dov Elefant

    Dov Elefant, Vice President and Chief Financial Officer

    cc:

        James V. Caruso

        Gregory J. Lynch

        Joshua B. Erekson

United States securities and exchange commission logo
August 18, 2020
James V. Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-3
Filed August 11, 2020
File No. 333-244362
Dear Mr. Caruso:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gregory J. Lynch, Esq.

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

June 1, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Abby Adams

 Re: Cellectar Biosciences,
Inc.

Registration Statement on Form S-1

File No. 333-238132

Acceleration Request

Requested Date:

Tuesday,
June 2, 2020

Requested Time:

4:15 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-238132), as amended, be accelerated
so that the Registration Statement will become effective at 4:15 p.m. on June 2, 2020, or as soon as practicable thereafter,
or at such later time as the Company or its legal counsel may orally request via telephone call to the staff. The Company hereby
authorizes Gregory J. Lynch of Michael Best & Friedrich LLP to make such request on its behalf.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com or Joshua B. Erekson of Michael Best & Friedrich LLP at
(801) 833-0505 or jberekson@michaelbest.com. Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Dov Elefant

    Dov Elefant, Vice President and Chief Financial Officer

    cc:

        James V. Caruso

        Gregory J. Lynch

        Joshua B. Erekson

United States securities and exchange commission logo
May 15, 2020
James V. Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, New Jersey 07932
Re:Cellectar Biosciences, Inc.
Form S-1 filed May 8, 2020
File No. 333-238132
Dear Mr. Caruso:
            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 Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CELLECTAR BIOSCIENCES, INC.

100 Campus Drive

Florham Park, New Jersey 07932

June 11, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph McCann

    Re:
    Cellectar Biosciences, Inc.

        Registration Statement on Form S-1

        Filed May 31, 2019

    File No. 333-231888

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-231888), as amended, be accelerated
so that the Registration Statement will become effective at 5:00 p.m. on June 11, 2019, or as soon as practicable thereafter.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch (608-283-2240 or gjlynch@michaelbest.com) or Joshua B. Erekson (801-833-0505 or jberekson@michaelbest.com).
Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James V. Caruso

    James V. Caruso, President and Chief Executive Officer

    cc:

        Charles T. Bernhardt

        Gregory J. Lynch

        Joshua B. Erekson

June 7, 2019
James V. Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
100 Campus Drive
Florham Park, NJ 07932
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Filed May 31, 2019
File No. 333-231888
Dear Mr. Caruso:
            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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Ladenburg Thalmann & Co. Inc.

999 Vanderbilt Beach Road, Suite 200

Naples, Florida 34108

July 25, 2018

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

 Re: Cellectar
Biosciences, INC.

Registration Statement on Form
S-1 (Registration No. 333-225675)

Concurrence in Acceleration Request

Ladies and Gentlemen:

Ladenburg Thalmann
& Co. Inc. (“Ladenburg”), as representative of the underwriters for the above-referenced offering, hereby
concurs in the request by Cellectar Biosciences, Inc. that the effective date of the above-referenced registration statement be
accelerated to 4:15 p.m. (Eastern Time), or as soon as practicable thereafter, on July 26, 2018, pursuant to Rule 461 under the
Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
    /s/ Nicholas Stergis

    Name: Nicholas Stergis

    Title: Managing Director

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

July 25, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    File No. 333-225675

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-225675), as amended, be accelerated
so that the Registration Statement will become effective at 4:15 p.m. on July 26, 2018, or as soon as practicable thereafter.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com or Joshua B. Erekson of Michael Best & Friedrich LLP at (801) 833-0505 or jberekson@michaelbest.com.
Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Brian Posner

    Brian Posner, Vice President and Chief Financial Officer

    cc:

        James V. Caruso

        Gregory J. Lynch

        Joshua B. Erekson

June 20, 2018
James V. Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Re:Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Filed June 15, 2018
File No. 333-225675
Dear Mr. Caruso:
            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:       Joshua B. Erekson, Esq.

CORRESP
1
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

November 17, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ada D. Sarmento

    Re:
    Cellectar Biosciences, Inc.

        Registration Statement on Form S-1

        Filed November 9, 2017

    File No. 333-221468

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-218514), as amended, be accelerated
so that the Registration Statement will become effective at 4:00 p.m. on November 22, 2017, or as soon as practicable thereafter.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com. Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James V. Caruso

    James V. Caruso, President and Chief Executive Officer

    cc:

        John P. Hamill

        Gregory J. Lynch

November 16, 2017
James V. Caruso
Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Filed November 9, 2017
File No. 333-221468Re:
Dear Mr. Caruso:
            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.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gregory J. Lynch

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

September 18, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-3

    File No. 333-218514

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-218514), as amended, be accelerated
so that the Registration Statement will become effective at 4:00 p.m. on September 20, 2017, or as soon as practicable thereafter.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com. Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James V. Caruso

    James V. Caruso, President and Chief Executive Officer

    cc:

        John P. Hamill

        Gregory J. Lynch

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

September 15, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christine Westbrook

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-3

    File No. 333-218514

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-218514), as amended, be accelerated
so that the Registration Statement will become effective at 4:00 p.m. on September 15, 2017, or as soon as practicable thereafter.

The
cooperation of the staff in meeting our request is very much appreciated. If you have any questions or comments, please contact
Gregory J. Lynch of Michael Best & Friedrich LLP at (608) 283-2240 or
gjlynch@michaelbest.com. Thank you for your assistance with these matters.

        Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James V. Caruso

    James V. Caruso, President and Chief Executive Officer

    cc:

        John P. Hamill

        Gregory J. Lynch

August 3, 2017
Chad Kolean
Vice President and Chief Financial Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Cellectar Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2017
File No. 001-36598Re:
Dear Mr. Kolean:
We have completed our review of your filing.  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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sarah Fortt, Vinson & Elkins LLP

CORRESP
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August 2, 2017

Via EDGAR

Mary Beth Breslin

Legal Branch Chief

Office of Healthcare & Insurance

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Irene Paik

Attorney Advisor

Office of Healthcare & Insurance

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: Cellectar Biosciences, Inc.

Preliminary Proxy Statement on
Schedule 14A

Filed July 26, 2017

File No. 001-36598

Ladies and Gentlemen:

Set forth below is
the response of Cellectar Biosciences, Inc. (the “Company”, “we,” “us”
or “our”) to the comment received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 31, 2017, with respect
to the Company’s Preliminary Proxy Statement on Schedule 14A, filed with the Commission on July 26, 2017, File No. 001-36598
(“PRE 14A”). For your convenience, the response is prefaced by the exact text of the Staff’s corresponding
comment in bold, italicized text. In addition to the response below, we have filed today a revised version of the Preliminary Proxy
Statement on Schedule 14A (the “Revised PRE 14A”) to address the Staff’s comment. All references to page numbers and captions correspond to the PRE 14A unless otherwise specified.

Preliminary Proxy
Statement on Schedule 14A filed July 26, 2017

General

 1. We note your disclosure that you filed a Certificate of Amendment with the Delaware Secretary
of State following the 2017 Annual Meeting increasing the number of authorized shares of common stock. We also note your disclosure
that if the Special Meeting Proposal does not receive the requisite vote to ratify the approval of the Amendment, the Board will
consider "whether to implement a plan to conserve shares and assess any further actions that may be appropriate." Please
expand your disclosure to clarify the legal consequence of the vote in the event that you do not receive the requisite vote to
ratify the approval of the Amendment. For instance, state whether you will revert to having 40,000,000 shares of authorized common
stock.

Cellectar Biosciences, Inc. 3301
Agriculture Drive, Madison, WI 53716 T(608) 441-8120

RESPONSE:    We
acknowledge the Staff’s comment and have set forth below revised disclosure the Company has added to the PRE 14A to further
address the legal consequence of the vote in the event that the Special Meeting Proposal does not receive the requisite vote to
ratify the approval of the Amendment. Added disclosure is denoted by underline; deleted disclosure is denoted by strikethrough.

“If
the Special Meeting Proposal receives the requisite vote to ratify the approval of the Amendment, our Board of Directors will consider
the Amendment duly adopted, the Certificate of Amendment filed with the Delaware Secretary of State will remain effective and the
Board of Directors will file a certificate of validation with the Delaware Secretary of State. If the Special Meeting Proposal
does not receive the requisite vote to ratify the approval of the Amendment, the Company may be required to take immediate additional
steps to obtain authorization of additional shares. In addition, if the Special Meeting Proposal does not receive the requisite
vote to ratify the approval of the Amendment, our Board of Directors will consider whether to expects to,
out of an abundance of caution, implement a plan to conserve shares and revert to 40,000,000 shares of authorized common
stock including, to the extent our Board of Directors deems necessary, the filing of a certificate of correction with the Delaware
Secretary of State. This outcome assess any further actions that may be appropriate, which could significantly
limit the Company’s ability to execute necessary research and development activities, including
its pre-clinical programs as well as current and planned clinical trials, or to pursue attractive corporate opportunities,
including financings and acquisitions, and the Board of Directors’ ability to provide certain employees with competitive
compensation other strategic corporate development actions. Our Board of Directors does not believe this outcome
would be in the Company’s or stockholders’ best interest. Moreover, given the significant limitations this outcome
would impose on the Company and its future prospects, the Board of Directors may take additional steps to obtain authorization
of additional shares beyond the 40,000,000 shares originally authorized, including, but not limited to, resubmitting to the Company’s
stockholders an amendment to our Certificate of Incorporation to increase the authorized shares of common stock by 40,000,000 shares,
or a greater or lesser amount, at the 2018 Annual Meeting of Stockholders, or at such other time our Board deems necessary and
appropriate.”

*       *       *       *       *

Please direct any questions
that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact
Sarah Fortt of Vinson & Elkins LLP at (512) 542-8438 or sfortt@velaw.com.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Chad Kolean

    Name:
    Chad Kolean

    Title:
    Vice President and Chief Financial Officer

 cc: Sarah Fortt, Vinson & Elkins LLP

Gregory Lynch, Michael Best &
Friedrich LLP

July 31, 2017
Chad Kolean
Vice President and Chief Financial Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Cellectar Biosciences, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2017
File No. 001-36598Re:
Dear Mr. Kolean:
We have limited our review of your filing to the issues we have addressed in our
comment.
Please respond to this comment letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 26, 2017
General
1. We note your disclosure that you filed a Certificate of Amendment with the Delaware
Secretary of State following the 2017 Annual Meeting increasing the number of
authorized shares of common stock. We also note your disclosure that if the Special
Meeting Proposal does not receive the requisite vote to ratify the approval of the
Amendment, the Board will consider "whether to implement a plan to conserve shares
and assess any further actions that may be appropriate."  Please expand your disclosure to
clarify the legal consequence of the vote in the event that you do not receive the requisite
vote to ratify the approval of the Amendment. For instance, state whether you will revert
to having 40,000,000 shares of authorized common stock.

Chad Kolean
Cellectar Biosciences, Inc.
July 31, 2017
Page 2

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 or Mary Beth Breslin at (202) 551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sarah Fortt, Vinson & Elkins LLP

June 13, 2017
James V.  Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716
Cellectar Biosciences, Inc.
Registration Statement on Form S-3
Filed June 5, 2017
File No. 333-218514Re:
Dear Mr. Caruso:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Gregory Lynch, Esq.

CORRESP
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 CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

November 18, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Scot Foley

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    File No. 333-214198

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-214198),
as amended, be accelerated so that the Registration Statement will become effective at 4:20 p.m. on November 21, 2016, or as soon
as practicable thereafter.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James Caruso

    James Caruso, President and

        Chief Executive Officer

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

November 18, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Scot Foley

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    File No. 333-214310

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-214310),
as amended, be accelerated so that the Registration Statement will become effective at 4:15 p.m. on November 21, 2016, or as soon
as practicable thereafter.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James Caruso

    James Caruso, President and

       Chief Executive Officer

CORRESP
1
filename1.htm

    Seaport
                           West

                           155 Seaport Boulevard

                           Boston, MA 02210-2600

617 832 1000 main

617 832 7000 fax

November 14, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Cellectar Biosciences, Inc. (CIK 0001279704)

Registration Statement on Form S-1

Filed October 28, 2016

File No. 333-214310

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to the above-referenced filing
(the “Registration Statement”), and is filed together with Amendment No. 1 to the Registration Statement (“Amendment
No. 1”).

Please direct any communications concerning
Amendment No. 1 to the undersigned at (617) 832-1113, email—pbork@foleyhoag.com, or, in my absence, Gabrielle Bernstein
at (617) 832-1161, email—gbernstein@foleyhoag.com. The email address of the Company’s agent for service is jcaruso@cellectar.com.

    Very truly yours,

    /s/Paul Bork

    Paul Bork

 cc: G. Bernstein, Esq.

    ATTORNEYS AT LAW
    BOSTON   |   NEW
    YORK   |   PARIS   |   WASHINGTON   |   FOLEYHOAG.COM

Mail Stop 4 546

November 7, 2016

James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716

Re: Cellectar  Biosciences, Inc.
  Registration Statement on Form S-3
Filed  October 28 , 201 6
  File No.  333-214310

Dear Mr. Caruso :

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.

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin  at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Esq.
Foley Hoag LLP

CORRESP
1
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        Seaport West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    June 30, 2016
    Paul Bork

        617 832 1113 direct

        pbork@foleyhoag.com

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:

        Cellectar Biosciences, Inc.

        Post-Effective Amendment No. 1 to

        Registration Statement on Form S-1 (No. 333-196091)

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware Corporation (the “Company”) with respect to the Company’s
filing of Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (No 333-196091). The Registration Statement
was declared effective on August 14, 2014 and related to an underwritten offering of shares of its common stock and warrants to
purchase shares of common stock. The Post-Effective Amendment No. 1 relates to the issuance of common stock upon exercise of said
warrants.

In addition, the Post-Effective Amendment
constitutes, pursuant to Rule 429, a second Post-Effective Amendment to the Company’s Registration Statements on Form S-1
No. 333-175284, No. 333-180631 and No. 333-185053, which were filed in July, 2011, April, 2012 and November 2012, respectively.

The Prospectus included in Post-Effective
Amendment No. 1 also related to the issuance of common stock upon the exercise of warrants issued in the registered prior offerings.

Please be advised that the email address
of the Company’s CEO, James Caruso is jcaruso@cellectar.com. My email address is pbork@foleyhoag.com.

    ATTORNEYS AT LAW
    BOSTON   |
      NEW YORK   |   PARIS   |   WASHINGTON   |   FOLEYHOAG.COM

United States Securities and Exchange Commission

June 30, 2016

Page 2

Should the Staff have any comments or questions,
please direct them to me at 617-832-1113 or in my absence to Gabrielle Bernstein, Esq. at 617-832-1161.

Very truly yours,

/s/ Paul Bork

Paul Bork

PB:lmr

cc: Mr. James Caruso

Mail Stop 4720
May 31, 2016

Chad J. Kolean
Vice President, Chief Financial Officer and Treasurer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, Wisconsin 53716

Re: Cellectar Biosciences, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed May 13, 2016
File No. 001 -36598

Dear Mr. Kolean :

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 u rge 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 rules require.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
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        Seaport West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    May 26, 2016
    Paul Bork

        617 832 1113 direct

        pbork@foleyhoag.com

    Via Edgar

Ms. Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Cellectar Biosciences, Inc.

        Form PRE 14A

        Filed May 13, 2016

        File No. 001-36598

Dear Ms. Hayes:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc. (the “Company”) in response to the Staff’s letter dated as of May 23,
2016 relating to the above-referenced filing. The heading and numbered paragraphs below correspond to the heading and numbered
paragraphs of the Staff’s letter.

On behalf of the Company, we respond to
the Staff’s comments as follows:

Proposal No. 4

Approval of the Issuance of Certain Warrants, . . . page 7

 1. In connection with your Proposal No. 4 and Proposal No. 5, please include in your filing the Warrant Restructuring Agreement.
See Item 12(e) of Schedule 14A.

Please see the Company’s revised preliminary
proxy statement filed contemporaneously herewith, which includes a copy of the Warrant Restructuring Agreement.

    ATTORNEYS AT LAW
    BOSTON   |   NEW
    YORK   |   PARIS   |   WASHINGTON   |   FOLEYHOAG.COM

May 26, 2016

Page 2

 2. Please include in your filing the financial information required by Item 13 of Schedule 14A. See Item 11(e) and Item 12(f)
of Schedule 14A.

The Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2015, including the information specified in paragraphs (a)(1) and (a)(3) of Item 13
of Schedule 14A, is incorporated by reference into the proxy statement and will be delivered to each of the Company’s stockholders
simultaneously with the proxy statement. The Company has determined that paragraphs (a)(2), (a)(4) and (a)(5) of Item 13 are not
applicable.

We acknowledge, on behalf of the Company,
that:

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

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

We respectfully request that this letter
be afforded a prompt review. If you have any questions regarding this letter or if you require additional information, please do
not hesitate to contact me at (617) 832-1113 or, in my absence, Gabrielle Bernstein at (617) 832-1161.

    Sincerely,

    /s/ Paul Bork

    Paul Bork

cc: Chad J. Kolean

Mail Stop 4720
May 23, 2016

Chad J. Kolean
Vice President, Chief Financial Officer and Treasurer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, Wisconsin 53716

Re: Cellectar Biosciences, Inc.
 Form PRE 14A
Filed May 13, 2016
File No. 001-36598

Dear Mr. Kolean :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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

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

Proposal No. 4
Approval of the Issuance of Certain Warrants, . . . page 7

1. In connection with your P roposal  No. 4 and Proposal N o. 5, please include in your filing
the Warrant Restructuring Agreement.  See Item 12(e) of Schedule 14A.

2. Please include in your filing the financial information required by Item 13 of Schedule
14A. See Item 11( e) and Item 12( f) of Schedule 14A.

We urge all persons who are responsib le 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 possessi on of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Chad J. Kolean
Cellectar Biosciences, Inc.
May 23, 2016
Page 2

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

 the compan y 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.

Please contact Dorrie Yale at 202-551-8776  or Erin Jaskot, Special Counsel, at 202-551-
3442  with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Foley Hoag LLP

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

    April 14, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Scot Foley

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    File No. 333-208638

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-208638),
as amended, be accelerated so that the Registration Statement will become effective at 4:00 p.m. on April 14, 2016, or as soon
as practicable thereafter.

The Company hereby acknowledges
that:

 (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any other action with respect to the filing;

 (b) 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

 (c) 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.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
      /s/ James Caruso

    James Caruso, President and

    Chief Executive Officer

CORRESP
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Via EDGAR

March 21, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Attn:
    Mr. Scot Foley

    Ms. Mary Beth Breslin

    Ms. Suzanne Hayes

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

    Filed December 18, 2015

    File Number 333-208638

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to the above-referenced filing
(the “Registration Statement”), and is submitted with the Company’s Amendment No. 1 to the Registration Statement
(“Amendment No. 1”).

Responding to the comments of the Staff
on the Registration Statement, contained in your letter of January 12, 2016 (the “Comment Letter”), Amendment No. 1
(i) includes adjusted numbers of shares throughout the Registration Statement to reflect a 1-for-10 reverse split of the Company’s
common stock, effective as of the close of business on March 4, 2016 (the “Reverse Split”), (ii) updates the disclosure
to reflect business developments since the date of the Registration Statement, (iii) updates the disclosure to reflect the Company’s
audited financial statements for the year ended December 31, 2015, and (iv) includes as an exhibit the legal opinion of Foley Hoag
LLP.

As a courtesy, we are separately providing
by Federal Express a blackline document comparing Amendment No.1 to the Registration Statement.

Set forth below are the Company’s
responses to the Comment Letter. For your convenience, we have repeated the Staff’s comments below in bold face type. Except
as otherwise indicated, all statements contained herein concerning factual matters relating to the Company are based on information
provided to us by the Company.

 1. We note that you intend to offer an as-yet-undetermined number of shares of common stock. We further note that, pursuant
to the definitive proxy statement on Schedule 14A you filed on January 7, 2016, you intend to hold a special meeting of stockholders
on February 8, 2016 to enable you to effect a reverse stock split that will ensure you have a sufficient number of authorized but
unissued shares to complete this offering. Please confirm that you will not request acceleration of the effective date of your
registration statement until you have obtained shareholder approval of and subsequently undertaken a reverse stock split such that
you will have sufficient authorized shares to conduct the offering.

As discussed in communications between Scot
Foley and Paul Bork, the Company was waiting to request acceleration of the effective date of the Registration Statement until
(i) stockholder approval of the Reverse Split was obtained and the Reverse Split was effected and (ii) audited year-end financial
statements became available. All share and per share amounts included in Amendment No. 1 (and the Company’s Form 10-K for
the year ended December 31, 2015) have been adjusted to give effect to the Reverse Split.

 2. We note that you intend to file your opinion of counsel (exhibit 5.1) by amendment. Please confirm that you will file
this opinion prior to requesting acceleration of the effective date of your registration statement.

Amendment No. 1 includes as an exhibit the
legal opinion of Foley Hoag LLP.

The Company plans to file the form of underwriting
agreement for the offering and forms of warrants as exhibits to a subsequent amendment. The Company anticipates requesting acceleration
of the effective date of the Registration Statement later in March 2016, and will be in contact with the Staff regarding acceleration
requests as its plans become definitive.

Should the Staff have any additional comments
or questions, please direct such to me at (617) 832-1113 or in my absence to Daniel Clevenger at (617) 832-1283.

    Very truly yours,

    /s/ Paul Bork

    Paul Bork

    cc:
    Mr. James Caruso (Cellectar)

January 12, 2016

Via E -mail
James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716

Re: Cellectar Biosciences, Inc.
  Registration Statement on Form S-1
Filed  December 18, 2015
  File No.  333-208638

Dear Mr. Caruso :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

The Offering, page 4

1. We note that you intend to offer an as -yet-undetermined number of shares of common
stock. We further note that, pursuant to the definitive proxy statement on Schedule 14A
you filed  on January 7, 2016, you  intend to hold a s pecial meeting of stockholders on
February 8, 2016 to enable you to effect a reverse stock split that will ensure you have a
sufficient number of authorized but unissued shares to complete this offering. Please
confirm that you will not request acceleration of the effective date of your registration
statement until you have obtained shareholder approval of and subsequently undertaken a
reverse stock split  such that you will have sufficient authorized shares to conduct the
offering.

James Caruso
Cellectar Biosciences, Inc.
January 12, 2016
Page 2

 Exhibit Index

2. We note that you intend to f ile your opinion of counsel ( exhibit  5.1) by amendment.
Please confirm that you will file this opinion prior to requesting acceleration of the
effective  date of 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 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

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.

James Caruso
Cellectar Biosciences, Inc.
January 12, 2016
Page 3

 You may conta ct Scot Foley at (202) 551 -3383, Mary Beth Breslin at (202) 551 -3625 or
me at (202) 551 -3675 with any questions.

Sincerely,

        /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210

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        Seaport West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    December 18, 2015

    VIA EDGAR

        Securities and Exchange Commission

        Division of Corporate Finance

        100 F Street, N.E.

        Washington, DC 20549

    Re:

        Cellectar Biosciences, Inc. (CIK 0001279704)

        Registration Statement on Form S-1

Ladies and Gentlemen:

This letter constitutes supplemental
correspondence on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to and filed
together with the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Registration
Statement covers the issuance and sale by the Company of shares of the Company’s common stock, $0.00001 par value per share
(“Common Stock”), and warrants to purchase shares of Common Stock (the “Warrants”), together in an underwritten
offering intended to raise $10,000,000.

Please direct any communications concerning
the Registration Statement to the undersigned at (617) 832-1113, email—pbork@foleyhoag.com, or, in my absence, Daniel
Clevenger at (617) 832-1283, email—dclevenger@foleyhoag.com. The email address of the Company’s agent for service is
jcaruso@cellectar.com.

    Very truly yours,

    /s/
    Paul Bork

    Paul Bork

 cc: Daniel Clevenger, Esq.

    ATTORNEYS AT LAW
    BOSTON   |   NEW YORK   |   PARIS   |   WASHINGTON   |   FOLEYHOAG.COM

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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

December 16, 2015

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

    Re:
    Cellectar Biosciences, Inc.

    Registration Statement on Form S-3,

    File No. 333-208189

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-208189),
as amended, be accelerated so that the Registration Statement will become effective at 4:00 p.m. on December 18, 2015, or as soon
as practicable thereafter.

The Company hereby acknowledges
that:

 (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any other action with respect to the filing;

 (b) 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

 (c) 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.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James Caruso

    James Caruso, President and Chief Executive Officer

Mail Stop 4720

December 7, 2015

Via E -mail
James Caruso
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716

Re: Cellectar  Biosciences, Inc.
  Registration Statement on Form S-3
Filed  November 24, 2015
  File No.  333-208189

Dear Mr. Caruso :

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 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.

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 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.

James Caruso
Cellectar Biosciences, Inc.
December 7, 2015
Page 2

 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 registered securities .

You may contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210

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        Seaport West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    November 24, 2015

        Gabrielle A. Bernstein

        617 832 1161 direct

        gbernstein@foleyhoag.com

    VIA EDGAR

        Securities and Exchange Commission

        Division of Corporate Finance

        100 F Street, N.E.

        Washington, DC 20549

    Re:

        Cellectar Biosciences, Inc. (CIK 0001279704)

        Registration Statement on Form S-3

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to and filed together with
the Company’s Registration Statement on Form S-3 (the “Registration Statement”). The Registration Statement covers
the resale by the selling stockholders identified therein (the “Selling Stockholders”) of up to 1,500,000 shares of
the Company’s common stock, $0.00001 par value per share (“Common Stock”), issuable upon exercise of outstanding
warrants to purchase Common Stock (the “Warrants”). The Warrants were issued in a private placement which closed on
October 1, 2015. The Company was required to file this Registration Statement within 60 days after October 1, 2015 pursuant to
a registration rights agreement with the Selling Stockholders, even though the Warrants will not become exercisable until April
1, 2016.

Please direct any communications concerning
the Registration Statement to Paul Bork at (617) 832-1113, email—pbork@foleyhoag.com, or, in his absence, Daniel Clevenger
at (617) 832-1283, email—dclevenger@foleyhoag.com, or me at the telephone number and email address set forth above.

Sincerely,

/s/	Gabrielle
A. Bernstein

Gabrielle A. Bernstein

 cc: Paul Bork, Esq.

Daniel Clevenger, Esq.

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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

September 1, 2015

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

 Re: Cellectar Biosciences, Inc.

Registration
Statement on Form S-3,

File
No. 333-201429

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (Registration No. 333-201429),
as amended, be accelerated so that the Registration Statement will become effective at 4:00 p.m. on September 2, 2015, or as soon
as practicable thereafter.

The Company hereby acknowledges
that:

 (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any other action with respect to the filing;

 (b) 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

 (c) 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.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ James Caruso

    James Caruso, President and Chief Executive Officer

January 15, 2015

Via E -mail
Simon Pedder, Ph.D.
Cellectar Biosciences, Inc.
President and Chief Executive Officer
3301 Agriculture Drive
Madison, Wisconsin  53716

Re: Cellectar Biosciences, Inc.
  Registration Statement on Form S-3
Filed  January 9 , 2015
  File No.  333-2014 29

Dear Mr. Pedder :

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 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.

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 ef fective, 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 f ull 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 federa l
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

Simon Pedder , Ph.D.
Cellectar Biosciences, Inc.
January 15, 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Tara Keating Bro oks at (202) 551 -8336  or me at (202) 551 -3715 with
any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Paul Bork, Esq.
 Foley Hoag LLP

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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

    August 13, 2014

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

 Re: Cellectar Biosciences, Inc.

Registration Statement on Form S-1,

File No. 333-196091

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-196091),
as amended, be accelerated so that the Registration Statement will become effective at 5:00 p.m. on August 14, 2014, or as soon
as practicable thereafter.

The Company hereby acknowledges
that:

 (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any other action with respect to the filing;

 (b) 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

 (c) 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.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By: /s/ Simon Pedder

          Simon Pedder, President and Chief Executive Officer

CORRESP
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CELLECTAR BIOSCIENCES, INC.

3301 Agriculture Drive

Madison, WI 53716

August 11, 2014

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

 Re: Cellectar Biosciences, Inc.

Registration Statement on Form S-1,

File No. 333-196091

Ladies and Gentlemen:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (Registration No. 333-196091),
as amended, be accelerated so that the Registration Statement will become effective at 4:00 p.m. on August 13, 2014, or as soon
as practicable thereafter.

The Company hereby acknowledges
that:

 (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any other action with respect to the filing;

 (b) 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

 (c) 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.

    Very truly yours,

    CELLECTAR BIOSCIENCES, INC.

    By:
    /s/ Simon Pedder

    Simon Pedder, President and Chief Executive Officer

CORRESP
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Via EDGAR

June 25, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance - Mail Stop 4720

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Cellectar Biosciences, Inc.

Registration
Statement on Form S-1

Filed
May 19, 2014

File
Number 333-196091

Dear Mr. Riedler:

This letter constitutes supplemental correspondence on behalf
of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to the above-referenced filing (the
“Registration Statement”).

In advance of the Company’s filing of an Amendment No.
1 to address the comments of the Staff on the Registration Statement contained in your letter of June 2, 2014 (the “Comment
Letter”), the Company has requested further clarification regarding the substance of Comment No. 1 included in the Comment
Letter.

We have repeated the Staff’s comment below in bold face
type.

 1. Please amend your registration statement to also register the “combinations” being offered, as these appear
to be the functional equivalent of units

The Company appreciates the Staff’s comment that the combinations,
as presented in the Registration Statement, could be construed as the functional equivalent of units. However, the shares of the
Company’s common stock (the “Shares”) and the warrants to purchase shares of the Company’s common stock
that are proposed to be sold in the offering (the “Warrants”) will be immediately severable upon issuance. In addition,
it is intended that the Shares and the Warrants will be separately listed on The Nasdaq Capital Market, and they will not be listed
in combination as a single security. Given these factors, the Company has inquired whether it would improve the disclosure to remove
references to a number of “combinations” or “units” or any other term that would connote the status of
a separate security, and instead to offer Shares, together with Warrants in even proportion, as two individual securities. The
Company has been advised that this would be better understood and received by the market, particularly given the severable nature
and the intended separate listing of the securities.

The Company and the underwriter hope to begin a “road
show” and price as soon as possible following clearance from the Staff. Accordingly, we would appreciate the Staff’s
guidance on this point as soon as it is practicable to be provided.

Should the Staff have any additional comments or questions,
please direct such to me at (617) 832-1113 or in my absence to Matthew Eckert at (617) 832-3057.

Very truly yours,

/s/ Paul Bork

Paul Bork

 cc: Dr. Simon Pedder (Cellectar)

June 2 , 2014

Via E -mail
Simon Pedder, Ph.D.
President and Chief Executive Officer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, WI 53716

Re: Cellectar Biosciences , Inc.
  Registration Statement on Form S-1
Filed May 19 , 2014
  File No. 333 -196091

Dear Dr. Pedder :

We have limited our review of your registration statement to those issues we have
addressed in our comments below.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in  your
response.

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

Prospectus Cover Page

1. Please amend your registration statement to also register the “combinations ” being
offered , as these appear  to be the functional equivalent of units .

2. Prior to going effective, please file an amendment to your registration sta tement to
specify the total number of combinations  to be offered.  Although Rule 430A of the
Securities Act of 1933 permits registrants to omit certain pricing -related information
from a registration statement that is declared effective, your filing must include the
amount of securities to be offered, as well as other mat erial information not related to
pricing, in a pre -effective amendment.  For further guidance, refer to Question 227.02 of
the Securities Act Rules Compliance & Disclosure Interpretations.

3. Please amend your registration statement to file the legal opini on of Foley Hoag LLP as
soon as it is available.   We may have further comments upon review of this opinion.

Simon Pedder, Ph.D.
Cellectar Biosciences, Inc.
June 2 , 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 1933 and
all applicable Sec urities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in th e 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 to delegated authority, in
declaring the filing effective, does not relieve the company fro m 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 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 stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenso n at (202) 551 -3192, Dan Greenspan at (202) 551 -3623 ,
or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Paul Bork , Esq.
Foley Hoag  LLP

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        Seaport World Trade Center
        West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    May 19, 2014
    Matthew
    Eckert

    617 832 3057 direct

    meckert@foleyhoag.com

    Via Edgar

        Securities and Exchange Commission

        Division of Corporate Finance

        100 F Street, N.E.

        Washington, DC 20549

 Re: Cellectar Biosciences, Inc.

    Registration Statement on Form S-1

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to and filed together with
the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Registration Statement covers
a proposed underwritten public offering (the “Offering”) by the Company of combinations consisting of shares of the
Company’s common stock, par value $0.00001 per share (the “Common Stock”), and warrants to purchase shares of
common stock, for an aggregate purchase price of up to $20,000,000, plus an additional $3,000,000 of proceeds that may be received
pursuant to the exercise of a 45-day option to be granted to Aegis Capital Corp., the underwriter for the Offering, for purposes
of covering over-allotments. We are also registering the issuance of the shares of Common Stock issuable upon the due exercise
of the aforementioned warrants.

In relation to the Offering, the Company
is currently seeking shareholder approval to complete a reverse stock split at one of a number of ratios between 1:10 and 1:20,
to be selected by the Company’s board of directors. The purpose of the reverse split will be to increase the market price
per share of the Common Stock above the minimum required for listing on The Nasdaq Capital Market, which listing the Company intends
to secure in connection with the Offering. The Company would register under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in connection with such listing. The Company currently reports pursuant to Section 15(d) of the Exchange
Act. In the event the Company elects to proceed with the reverse split, the disclosure in the Registration Statement will be updated
by pre-effective amendment to reflect the effects of the reverse split on, among other things, the Company’s capitalization
and per share financial data. The remaining terms of the offering, other than those that may be included by supplement pursuant
to Rule 424(b)(1) promulgated under the Securities Actof 1933, as amended, as well as the remaining required exhibits, will also
be included by pre-effective amendment.

    ATTORNEYS AT LAW
    BOSTON   |   WASHINGTON   |   EMERGING
    ENTERPRISE CENTER   |   FOLEYHOAG.COM

Securities and Exchange Commission

May 19, 2014

Page 2

Should a member of the Staff have any questions
concerning this filing, it is requested that he or she contact the undersigned, Paul Bork, at (617) 832-1113, or in his absence,
the undersigned, Matthew Eckert, at (617) 832-3057.

    Very
truly yours,

/s/
Matthew Eckert

     Matthew Eckert

ME

Enclosures

 cc: Ms. Joanne Protano

Mr. Paul Bork

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    Harry S. Palmin

    hpalmin@novelos.com

President and CEO

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

June 7, 2012

    Re:
    Novelos Therapeutics, Inc.

    Registration Statement on Form S-1 (File No. 333-180631)

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities
Act of 1933, as amended, Novelos Therapeutics, Inc. (the “Company”) hereby requests that the effectiveness of the Company’s
Registration Statement on Form S-1, as amended (File No. 333-180631) (the “Registration Statement”), be accelerated
so that the Registration Statement will become effective at 4:30 p.m., Eastern time, on Thursday, June 7, 2012, or as soon as practicable
thereafter.

The Company acknowledges that:

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

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

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Novelos Therapeutics, Inc.

    By: /s/ Harry S. Palmin

    Harry S. Palmin, President and CEO

Novelos Therapeutics, Inc. One Gateway
Center, Suite 504 Newton, MA 02458 617.244.1616 Fax 964.6331

April 20, 2012
 Via E-mail

Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc.
One Gateway Center, Suite 504
Newton, Massachusetts 02458
Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1
Filed April 9, 2012
  File No. 333-180631

Dear Mr. Palmin:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 1. Please amend your registration statement to also register the units being offered.
 2. Please note that Rule 430A allows you to omit pricing related information.
Accordingly, please revise your disclosure to include the number of units, shares of
common stock per unit, warrants per unit and the number of shares of common stock
issuable upon exercise of each warrant.

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:

Harry S. Palmin Novelos Therapeutics, Inc. April 20, 2012 Page 2

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.
Sincerely,

 /s/ Jeffrey Riedler    Jeffrey Riedler
Assistant Director
 cc: Paul Bork, Esq.  Foley Hoag LLP  155 Seaport Boulevard  Boston, Massachusetts 02210

CORRESP
1
filename1.htm

    Unassociated Document

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C.  20549

November 30, 2011

       Re:

Novelos Therapeutics, Inc.
Registration Statement on Form S-1 (File No. 333-175284)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) the undersigned, as underwriter, joins with the request of Novelos Therapeutics, Inc. that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective at 4:30 p.m., Eastern time, on Wednesday, November 30, 2011, or as soon as practicable thereafter.

Pursuant to Rule 418(a)(7) and Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that between October 4, 2011 and November 09, 2011, 207 copies of the Preliminary Prospectus, dated October 4, 2011 have been distributed as follows:

Sent to Underwriters: 0

Sent to Dealers: 0

Sent to Institutional Investors: 207

Sent to Others: 0

Total: 207

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

RODMAN & RENSHAW, LLC

By:

/s/ John Borer

Name:  John Borer

Title:  Head of Investment Banking

Rodman & Renshaw, LLC  1251 Avenue of the Americas, 20th Floor, New York, NY 10020

Tel: 212 356 0500  Fax: 212 581 5690  www.rodm.com  Member: FINRA, SIPC

CORRESP
1
filename1.htm

    Unassociated Document

Harry S. Palmin
hpalmin@novelos.com

President and CEO

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C.  20549

November 30, 2011

       Re:

Novelos Therapeutics, Inc.
Registration Statement on Form S-1 (File No. 333-175284)

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Novelos Therapeutics, Inc. (the “Company”) hereby requests that the effectiveness of the Company’s Registration Statement on Form S-1, as amended (File No. 333-175284) (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:30 p.m., Eastern time, on Wednesday, November 30, 2011, or as soon as practicable thereafter.

The Company acknowledges that:

·

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

·

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

·

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

Very truly yours,

Novelos Therapeutics, Inc.

By: /s/ Harry S. Palmin

Harry S. Palmin, President and CEO

Novelos Therapeutics, Inc.  One Gateway Center, Suite 504  Newton, MA 02458  617.244.1616  Fax 964.6331

CORRESP
1
filename1.htm

    Unassociated Document

Via EDGAR

October 11, 2011

Mr. Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance - Mail Stop 4720

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:

Novelos Therapeutics, Inc.

Registration Statement on Form S-1

Initially Filed on July 1, 2011, amended by

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

Filed August 15, 2011 and

Amendment No. 2 to Registration Statement on Form S-1/A

Filed September 14, 2011

File Number 333-175284

Dear Mr. Riedler:

This letter constitutes supplemental correspondence on behalf of Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), related to the above-referenced filings (collectively, the “Registration Statement”).  The purpose of this letter is to provide certain supplemental information requested by the Staff in comment number two of its letter dated September 28, 2011. The Company’s response to comment number one of the September 28th letter will be filed at a later date together with a third amendment to the Registration Statement, which will include an estimated price range. The Company’s response to comment number two is set forth below.  For your convenience, we have repeated the Staff’s comment below in bold face type. Except as otherwise indicated, all statements contained herein concerning factual matters relating to the Company are based on information provided to us by the Company.

Business

Business of Novelos, page 27

2. Your disclosure on page 28 indicates that the IND for LIGHT is held by Dr. Anne Traynor at the University of Wisconsin, who both initiates and conducts the investigation and under whose immediate direction the investigational drug is administered. Please provide us supplemental documentation supporting:

·

The filing of the IND by Dr. Traynor, and

·

Anything received from the FDA regarding the initial filing of the IND and its current status.

We may have additional comments after we review the documentation you provide us.

The initial filing of the referenced IND (IND #67,287) was made by Dr. Joan Schiller of the University of Wisconsin (UW) in April 2003.  She received approval to proceed with clinical investigations in May 2003.  Dr. Schiller left UW during 2006, following which the IND was transferred to Dr. George Wilding, for an interim period, and then to Dr. Anne Traynor in November 2007.  The Company has supplementally provided to the Staff the FDA correspondence documenting the initial filing by Dr. Schiller, the approval to proceed with clinical investigations, and the subsequent changes in sponsorship of the IND from Dr. Schiller ultimately to Dr. Traynor.  Note that in 2005, the radioisotope used in the investigational compound was changed from iodine-131 to iodine-124.  The compound currently covered by the IND (124I-NM404) is the same as the compound that the Company refers to as “LIGHT”.

From 2003 through present, UW made a series submissions to the FDA under the IND including, among other things, changes to the clinical trial protocol, annual reports and other general correspondence.  In October 2008, UW submitted an amendment to the clinical trial protocol in order to increase the dosage of the drug.  The FDA responded with a request for additional information to which UW responded. There was then a series of communications between UW and the FDA from late 2008 through late 2010, during which time trial enrollment was suspended pending the resolution of the questions raised by the FDA. In October 2010, the study was put on full clinical hold pending the completion of certain chemistry, manufacturing and controls information and changes to the clinical trial protocol.

In June 2011, UW submitted a response to the outstanding clinical hold questions.  At that time, the Company anticipated that enrollment in the clinical trials would commence in the third quarter of 2011.  There was then further correspondence and information provided during the subsequent months as some questions were resolved and others required additional information.  In July 2011, based on the status of the remaining questions, it was determined that the likely timing of commencement of enrollment would be the fourth quarter of 2011, rather than the third quarter of 2011.

On October 4, 2011, a teleconference was held between the FDA and sponsor during which the remaining outstanding questions were resolved.  On October 6, 2011, UW received a letter by electronic mail from the FDA confirming that the trial had been released from clinical hold. The Company has supplementally provided to the Staff a copy of the October 6, 2011 letter.  UW currently plans to commence enrollment before the end of 2011.

Should the Staff have any additional comments or questions, please direct such to me at (617) 832-1113 or in my absence to Matthew Eckert at (617) 832-3057.

Very truly yours,

/s/ Paul Bork

Paul Bork

cc:           Mr. Harry Palmin (Novelos)

September 28, 2011
 Via E-mail

Mr. Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Novelos Therapeutics, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1/A
Filed September 14, 2011
  File No. 333-175284

Dear Mr. Palmin:

We have reviewed your amended registra tion statement and response letter filed
September 14, 2011 and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Registration Statement on Form S-1/A

 Critical Accounting Policies

Stock-based Compensation, page 26

1. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an  estimated offering price.  At that time,
please provide quantitative and qualitative di sclosures explaining the difference between
the estimated offering price and the fa ir value of each equity issuance.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. September 28, 2011 Page 2

 Business

Business of Novelos, page 27
2. Your disclosure on page 28 indicates that  the IND for LIGHT is held by Dr. Anne
Traynor at the University of  Wisconsin, who both initiates and conducts the investigation
and under whose immediate direct ion the investigational drug is administered.  Please
provide us supplemental documentation supporting:

 The filing of the IND by Dr. Traynor, and
 Anything received from the FDA regarding the initial filing of the IND and its
current status.
We may have additional comments after we  review the documentation you provide us.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. September 28, 2011 Page 3

 You may contact Frank Wyman at (202) 551-3660 or Melissa Rocha at (202) 551-3854 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any other questions.

 Sincerely,
   /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Paul Bork, Esq.
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210

August 30, 2011
 Via E-mail

Mr. Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway center, Suite 504 Newton, MA 02458
Re: Novelos Therapeutics, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1/A
Filed August 15, 2011
  File No. 333-175284

Dear Mr. Palmin:

We have reviewed your amende d registration statement and response letter filed August
15, 2011 and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 1 to Registration Statement on Form S-1/A

 General

1. Please refer to the graphic information you provi ded in response to Comment 4.  We note
that you state in each graphic, “The images provided above are for illustrative purposes only and may not be indicative of all results.”  Please amend each graphic to make this
disclaimer more prominent in both size and f ont.  Please also include  an additional legend
stating that the illustrations do not refer to  approved products and that the company has
not received commercial revenue from the sale of any products.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 2

 Prospectus Summary

2. Please refer to your response to Comment 7.  Pl ease note that your use of a glossary does
not remedy the use of non-plain English in the Prospectus Summary.  Please refer to Staff
Legal Bulletin 7.  Please expand your  disclosure to briefly expl ain in the text where each
term is first used the meaning of the following terms:

 Radiolabeled;
 Radioisotope;
 Apoptosis;
 Akt;
 Caspase-mediated;
 Cytotoxic;
 Dosimetry.

Overview, page 1
3. Please refer to your discussion of your license agreement with the Univ ersity of Michigan
on page 2.  You state that the license requires you to make pa yments to the University of
Michigan ranging from $50,000 to $200,000 upon the achievement of certain key
regulatory and commercial milestones.  Pleas e expand your disclosure , here and in the
Business section, to disclose the aggregate amount of milestone payments potentially
payable by you to the Un iversity of Michigan.

Risk Factors
“Our common stock constitutes a ‘penny stock’ under SEC rules . . .,” page 16
4. We note your response to Comment 27 and reis sue the comment in part.  Please expand
your disclosure in this risk factor to discuss the specific legal remedies available to
investors of penny stocks.

Use of Proceeds
5. Please refer to your response to Comment 30.  We note your disclosure of the total costs
of further developing each of your product can didates.  However, your net proceeds from
this offering, based upon your assumed public o ffering price, may be less than the cost of
your company to operate through March 31, 2013.  Please revise your discussion in this
section to disclose where in the proc ess of developing LIGHT, HOT, and COLD you
expect the application of net proceeds will take you.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 3

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies
Stock-based Compensation, page 26
6. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an  estimated offering price.  At that time,
please provide quantitative and qualitative di sclosures explaining the difference between
the estimated offering price and the fair  value of each equity issuance.

Business
Business of Novelos, page 27
7. Please refer to your response to Comment 35.  You state on page 28 that an IND has been
sponsored for LIGHT by an investigator.  Pl ease expand your disclosure to identify the
name of the party who filed an IND for LIGHT, and when the IND was filed with the FDA.

Legacy Products, page 32

8. We note your disclosure on page 33 that you do not expect to conduct any further
development of NOV-002 and NOV-205.  Pleas e expand your discussion to indicate
whether the INDs related to these legacy products continue to be active.

Novelos Therapeutics, Inc.
Statements of Stockholders’ Equity, page F-5
9. The share and par amounts under the heading, Common Stock, appear to represent the
historical amounts of Cellectar , the acquirer for financial re porting purposes, not Novelos
Therapeutics (Pre-Acquisition), the legal acquirer. Please revise these two columns to retroactively restate the share amounts and par va lues to reflect the effect of the exchange
ratio in the merger.  In this regard, the sh are and par amounts should be those of Novelos
Therapeutics (Pre-Acquisition), consistent with amounts shown on page F-30. Also, revise the amount for the caption, “issu ance of common stock in a business
combination,” to show the shares issued to  former shareholders of Cellectar (i.e.
17,001,596 shares), consistent with your disclosu re on page F-7, and remove the caption
“issuance of common stock upon conversion of convertible notes,” as  this transaction
involved conversion of Cellectar  notes to its common stock pr ior to the reverse merger.
In addition, revise your calculati ons of earnings per share, disc losures in related footnotes
and MD&A and the pro forma condensed combin ed financial statements to conform to
these changes in your statements of stoc kholders’ equity.  Refer to ASC 805-40-45-2
through ASC 805-40-45-4.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 4

 4. Acquisition, page F-12

Purchase Accounting
10. We acknowledge your response to prior commen t 46.  However, it is still unclear why
you would use the estimated fair value of th e Cellectar shares issued in the private
placement and convertible notes of $0.75, when the quoted market price of Novelos shares is a more reliable basis for measur ing fair value. Your reference to ASC 805-40-
55-8 illustrates this point. Fair  value of the consideration tr ansferred should be based on
the most reliable measure of fair value, whic h in this case appears to be quoted market
price.  Please tell us why you di d not use the quoted market pri
ce of Novelos in
calculating acquisition-date fair value and w hy you believe that the estimated fair value
of Cellectar is more reliable.

10. Stockholder’s Equity, pager F-16
Common Stock Warrants
11. We acknowledge your response to prior comm ent 51 and disclosure on page F-11, which
states that you valued your warrant liab ility using the Black-S choles option pricing
model.  This model does not appear to take into account the warrants’ down-round
protection.  It appears to us that this price adjustment f eature would add value to the
warrant.  Please explain to us why you used  the Black-Scholes option pricing model to
value your warrants, instead of a binomial or lattice pricing model, which appear to be
better suited to handle the pot ential changes to your wa rrant exercise price.

Novelos Therapeutics, Inc. (Pre-Acquisition)
Notes to Financial Statements
6. Stockholders’ Deficiency, page F-36
12. Please revise the exercise prices in the firs t table on page F-40 to reflect the 1-for-153
reverse split.

Notes to Unaudited Pro Forma Condensed Financial Statements
3. Pro Forma Adjustments, page F-65
13. Please explain your basis for not eliminating the entire preferred stock deemed dividend
in pro forma adjustment “e.” Also, explain how you considered the liquidated damages of
$819,000, which occurred in connecti on with the exchange of c onvertible preferred stock
for common stock, in your pro forma financial statements.

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.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. August 30, 2011 Page 5

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman at (202) 551-3660 or Melissa Rocha at (202) 551-3854 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any other questions.

Sincerely,
   /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Paul Bork, Esq.
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210

July 27, 2011
 Via E-mail

Mr. Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Novelos Therapeutics, Inc.
Registration Statement on Form S-1 Filed July 1, 2011
  File No. 333-175284

Dear Dr. Palmin:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1

 General

1. Please note that when you file a pre-eff ective amendment containing pricing-related
information, we may have additional comments.  As you are likely aware, you must file
this amendment prior to circulating the prospectus.
2. Please note that when you file a pre-effectiv e amendment that incl udes your price range,
it must be bone fide. We interpret this to mean that your range may not exceed $2 if you price below $20 and 10% if you price above $20.
3. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists. If our comments are appli cable to portions of

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 2

 the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.
4. Please provide us supplemental copies of pr oofs of all graphic, visual or photographic
information you will provide in the prin ted prospectus prior to its use.
5. Your Form S-1 does not include the financial statements of Novelos, the registrant, for
the years ending December 31, 2010 and 2009 and the quarter ending March 31, 2011.  Form S-1 rules also require that you include Rule 8-04 financial statements, which as a
result of the reverse acquisiti on, will be those of the regist rant, Novelos.  Accordingly,
please revise to provide the financial statem ents of the acquired company in accordance
with Rule 8-04.
6. Please provide the information required by It em 304 of Regulation S-K regarding your
change of accountants from Stowe & Degon LLC to Grant Thorton LLP.

Prospectus Summary

7. Please briefly define the following term s used in the Prospectus Summary:

 Radiolabeled;
 Radioisotope;
 Apoptosis;
 Akt;
 Caspase-mediated;
 Cytotoxic;
 Dosimetry.
8. Please note that the Prospectus Summary must be a balanced discussi on of the disclosure
found within the Prospectus.  Accordingly, it  must contain information related to the
weaknesses and risks faced by the company in addition to its strengths.  Please add a
subsection to the Prospectus Summary im mediately following the “Our Business”
subsection to briefly describe the major ri sks and weaknesses facing the company.  This
discussion should include your history of losse s, your involvement in  legal proceedings,
your need to raise a substant ial amount of funds to continue development of your product
candidates, your lack of re venue, and your lack of FDA-approved products.
9. Please briefly describe your material collabo rations and license agreements relating to
Cellectar products and technol ogies in this section.
10. Please expand your Prospectus Summary sectio n and Business section briefly to explain
how Cellectar developed its technology platform  and intellectual property.  To the extent
that this was developed in-house,  please identif y the technology.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 3

 The Offering

11. You state on page 4 that “unl ess we specifically state otherwise, the share information in
this prospectus is as of June 29, 2011 . . . .”   Please confirm that you will update share
information with each amendment as of the latest practicable date.

Risk Factors
”We will require additional capital in order to continue our operations . . .,” page 7
12. To the extent possible, please quantify the cost  of your currently antic ipated research and
development activities, including the costs you will incur prior, and related to, filing
INDs for COLD and LIGHT, and costs you will incur related to th e initiation through
completion of the Ib trial for HOT.
13. We note your disclosure that your ability to execute your operating plan depends upon
your ability to obtain additional funding via the sale of equity and/or debt securities, a
strategic transaction, or othe rwise.  Please disclose whet her you have approached any
sources for additional funding, or have entere d into negotiations for a transaction.
14. We note your disclosure that you may obtai n additional financing by issuing debt
securities.  Please expand your disclosure to in form the investor that any holders of debt
securities could have rights supe rior to existing shareholders.

“We were recently a defendant in a securities fraud class ac tion lawsuit . . .,” page 8
15. In the third paragraph of this risk factor, you disclose that the re sulting liability from
claims may not be covered by insurance.  Pleas e expand this risk fact or to disclose the
types of insurance you carry, and the extent of your coverage.

“The integration of Novelos and Cellectar  may be costly and difficult,” page 9
16. If you have experienced any difficulties in  integrating Novelos and Cellectar, please
briefly describe them in this risk factor.

“We have limited in-house research and manuf acturing capacity and rely . . .,” page 11
17. Please expand this risk factor to discuss the term and termination provisions of any
agreements you have with contract manufactur ers, and the University of Wisconsin at
Madison.

“We may face litigation from third parties who claim . . .,” page 12
18. You state in this risk factor that “most of  [your] license agreements would likely require
that [you] pay the costs associating with defendi ng this type of litigation.”  It is not clear

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 4

 if you currently have any license agreements in addition to your license agreement with
the University of Michigan.  If you do not, please clarify that you are referring to
potential future license agreements.  If you cu rrently have license agreements in addition
to the license agreement with the University of Michigan, th ey should be described in the
Business section.
19. If you have or have had any claims against you alleging infringement, please so disclose
in this risk factor.

“If we are unable to protect or enforce our rights to intellectual property . . .,” page 13

20. You indicate that you maintain confidentiality and assignmen t-of-inventions agreements
with your employees and othe r persons with access to your  proprietary materials or
processes.  Please provide the Staff w ith a supplemental copy of the standard
confidentiality agreement a nd the assignment-of-inventions  agreement you enter into
with your employees.  We may have further comment.

“The use of hazardous materials, including radioactive materials . . .,” page 14
21. Please disclose the amount of your insurance coverage.

“If we are unable to convince physicians of the benefits of our intended products. . .,” page 15
22. In this risk factor and in the Business s ection, please describe your target market.

“The market for our products is  rapidly changing . . .,” page 15
23. Please expand your disclosure in this risk f actor to identify the major potential competing
products, their indications, a nd the companies who are selling or developing them.

“We depend on key personnel who may terminate their employment . . . ,” page 16
24. To the extent you have experienced problems attracting and retaining highly qualified
personnel in the recent past, please re vise to describe these problems.

“There may be a limited public market  for our securities . . .,” page 17
25. Please briefly describe the listing requirements  for initial listing on a registered stock
exchange that your common stock currently fails to meet.

“Our common stock constitutes a ‘penny stock’ under SEC rules . . .,” page 17
26. Please briefly define a “penny stock.”

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 5

 27. In this risk factor, please also discuss the effect on liquidity, specific legal remedies
available to investors of pe nny stocks, and how such remedies would affect the company.

“If we fail to maintain effective internal co ntrols over financial re porting . . .,” page 17

28. Please disclose any past or present weaknesse s in your internal control over financial
reporting.

Use of Proceeds
29. The second paragraph of this section, beginning with “We may not be successful in
selling any or all of the secu rities offered hereby. . . .” is  inappropriate for this filing
because this is a firm-commitment offe ring.  Please delete this paragraph.
30. We note your disclosure that you expect to use any proceeds received from this offering
to fund your research and development activit ies, including the further development of
your LIGHT, HOT and COLD compounds in a wide range of cancers.  Please expand
this statement to disclose where in the pr ocess of developing LIGHT, HOT, and COLD
you expect the application of these proceeds will take you.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
31. Please revise to provide us the composition of research and development expenses for
each period presented. In this regard, please provide us a break-out, if practicable, by
development project, development phase (i.e. preclinical versus clinical), or by some
other function/nature for which you report these co sts internally.

Liquidity and Capital Resources, page 25
32. Please revise to discuss the reasons for the changes in operating assets and liabilities,
which contributed to the reduction in cas h used in your opera ting activities from
$1,215,612 in the first quarter of 2010 to $324,566 in the first quarter of 2011. For
example, you disclose that accounts paya ble and accrued liabili ties contributed $293,000
to operating cash flows in th e first quarter of 2011. Howe ver, you do not discuss the
reasons for the corresponding increase in acc ounts payable and accrued liabilities. Ensure
that your revised disclosure also describe s any known trends, demands, commitments,
events or uncertainties that are reasonably li kely to result in your liquidity increasing or
decreasing in any material way.

Critical Accounting Policies
Stock-based Compensation, page 26

33. In order for us to fully unde rstand the equity fair market valuations reflected in your
financial statements, please re vise to provide a table disclo sing the number of instruments

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 6

 granted, exercise price, fair value of the unde rlying stock, fair value of the instrument
granted for all equity instru ments and the amount of compensation or interest element
recorded, if any, for all equity instrument s issued during 2010 and 2011 through the date
of your response.  This table should include the 3,576,400 options issued on May 18,
2011 for $1.40.
34. We may have additional comments on your  accounting for stock compensation and
related disclosure once you have disclosed an estimated offering price.  Once you have
disclosed an estimated offering price, please provide quantita tive and qualitative
disclosures explaining the difference between the estimated offering price and the fair
value of each equity issuance.
 Business

Business of Novelos, page 27
35. Please clarify in the discussion of LIGHT on page 28 whether an IND has been filed for
LIGHT.

Pipeline Product, page 32
36. You suspended development of NOV-002 and NOV-205, pending further revaluation,
but continue to describe these compounds as “Legacy Pipeline Products.”  Please revise
your disclosure to clarify the current stat us of these drug compounds, previously under
development by Novelos, and describe the reasonably likely prospects for their continuing future development.

Manufacturing, page 33

37. You state that LIGHT is curre ntly manufactured by your colla borator, the University of
Wisconsin, and that you currently rely upon contract manufacturers to produce COLD.
Please disclose whether you have any other ag reements related to the manufacture of
COLD.  If so, please describe the material  terms of these agreements, including each
parties’ rights and obligati ons under the agreement, durati on, termination provisions and
all other material terms.  Please also file a ny agreements as exhibits to your registration
statement, or provide a legal analysis as to why these agreements need not be filed
pursuant to Item 601(b)(10) of Regulation S-K.

Competition, page 33
38. Please expand your disclosure to identify th e companies that produce Zevalin, Bexxar,
and FDG.

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 7

 Licenses / Collaborations, page 35

39. Please expand your description of the license ag reement between Cellectar and the
University of Michigan to describe:

 All of Cellectar’s obliga tions and related deadlin es under the agreement;
 The status regarding these obligations;
 The consequences of a failure to perform; and
 Any termination provisions in the license agreement.

Compensation of Directors and Executive Officers
Employment Agreements, page 43
40. You state that on June 1, 2011, the employment agreement between the company and Mr.
Palmin was amended.  Please file the amende d employment agreement as an exhibit to
your registration statement pursuant to Item 601(b)(10) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management
41. It appears that the total numb er of shares beneficially ow ned by Greenway Properties Inc.
is miscalculated.  It appears that the number should be 2,337 ,400 instead of 1,337,400.
Please revise accordingly.
42. In the footnotes to this table, please iden tify the natural person( s) who ultimately hold
dispositive and voting power ove r the shares held of reco rd by MEG-Cellectar II LLC
and Greenway Properties Inc.

Management
43. It appears that you have a clas sified board of directors.  In the table on page 39, please
specify the year in which each director’s term will expire.

Notes to Financial Statements
5. Convertible Debt, page F-12
44. Regarding the convertible notes issued on January 25, 2010, please explain the following:

a. How you calculated the initial beneficial  conversion feature of $214,000 that was
recognized immediately, specifically addr essing the fair value of Cellectar’s
common stock at the date of grant and th e number of shares the convertible notes
were convertible into;
b. Tell us how you determined at January 20, 2011 that the Convertible Notes would be
converted into 4,181,535 shares of comm on stock and how you calculated the

Mr. Harry S. Palmin Novelos Therapeutics, Inc. July 27, 2011 Page 8

 additional shares of 343,963 compared to the original terms of th e convertible notes;
and
c. Explain how you calculated the additi onal interest expense of $258,000 in
connection with the January 2011 convers ion and your basis for recognizing the
expense in the second quarter of 2011 ra ther than the first quarter of 2011.

4. License Agreements, page F-11

45. Please disclose the current status and ke y terms governing Nove los’ collaboration
agreements with Lee’s Pharmaceutical and Mundipharma that govern NOV-002 and
NOV-205 and how these agreements may impact the combined company going forward.  In this regard, we note in Novelos’ Fo rm 10-K

January 20, 2011

Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504
Newton, Massachusetts 02458

Re: Novelos Therapeutics, Inc.  Form 10-K
Filed March 30, 2010 File No. 333-119366
 Dear Mr. Palmin:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    Via
EDGAR

    January
4, 2011

    Mr.
Jeffrey P. Riedler

    Assistant
Director

    Division
of Corporation Finance - Mail Stop 4720

    United
States Securities and Exchange Commission

    Washington,
D.C. 20549

              Re:

              Novelos
      Therapeutics, Inc.

              Form
      10-K

              Filed
      March 30, 2010

              File
      Number 333-119366

    Dear Mr.
Riedler:

    This
letter constitutes supplemental correspondence on behalf of Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), related to the
above-referenced filing (the “2010 Form 10-K”).

    The
purpose of this letter is to respond to the comment contained in your letter
dated December 22, 2010 addressed to Mr. Harry Palmin, Chief Executive Officer
of the Company, concerning the 2010 Form 10-K.  For your convenience,
we have repeated the Staff’s comment below in bold face type. Except as
otherwise indicated, all statements contained herein concerning factual matters
relating to the Company are based on information provided to us by the
Company.

              1.

              Please
      include as an exhibit in your 2010 Form 10-K, your agreement with Lee’s
      Pharm, or alternatively, tell us the basis for your belief that you are
      not required to file the agreement pursuant to Item 601(b)(10)(ii)(B) of
      Regulation S-K.

    Item 601(b)(10) of Regulation S-K
requires the filing of agreements of a registrant that are both material and not
entered into in the ordinary course of business.  As a license
agreement for the commercialization of Company products, the agreement falls
clearly within the rubric of agreements that “ordinarily accompan[y] the kind of
business conducted by” the Company and, hence, absent a specific exception in
Item 601(b)(10)(ii)(B), are entered into in the ordinary course of
business.  The Company does not believe the agreement with Lee’s Pharm
falls within the exclusions from agreements made in the ordinary course of
business under Item 601(b)(10)(ii)(B), and therefore the Company concluded
filing of the agreement was not required.

    Item 601(b)(10)(ii)(B) provides that an
agreement will be deemed not to have been made in the ordinary course of
business if it is a “contract upon which the registrant’s business is
substantially dependent,” including any agreement falling within either of the
following two categories:

              ·

              any continuing contract to sell
      the major part of registrant’s products or services or to purchase the
      major part of registrant’s requirements of goods, services or raw
      materials; or

              ·

              any franchise or license or other
      agreement to use a patent, formula, trade secret, process or trade name
      upon which registrant’s business depends to a material
      extent.

    The Company’s business is not now, and
was not at the time it entered into the agreement with Lee’s Pharm,
substantially dependent on the agreement with Lee’s Pharm, and the two types of
agreements identified in 601(b)(10)(ii)(B) appear to be offered for illustrative
purposes only, and not as a categorical statement that a registrant’s business
is necessarily “substantially dependent” upon any agreement falling within the
two examples.  Moreover, the agreement with Lee’s Pharm does not fall
into either of the two categories of agreement.  As disclosed in the
2010 Form 10-K, the agreement with Lee’s Pharm is “a collaboration agreement …
under which [the Company] granted Lee’s Pharm exclusive rights to develop,
manufacture and commercialize NOV-002 for cancer and NOV-205 for hepatitis in
the Chinese Territory.”  The “Chinese Territory” consists of China,
Hong Kong, Taiwan and Macau.

    The agreement does not contemplate the
continuing sale of the Company’s products or services, but rather the exclusive
right to commercially develop and sell products based on the Company’s drug
compounds for limited indications and within a limited
territory.  Accordingly, the agreement does not fall within the first
category.

    While the
agreement does include a license to use the Company’s intellectual property in
connection with the development, manufacture and commercialization of NOV-002
and NOV-205 for the limited indications and within the limited territory set
forth in the agreement, it was never expected to be, and clearly is not, an
agreement on which the Company’s “business depends to a material
extent.”  The Company viewed the agreement as a positive development,
but it represented a small part of an overall partnering strategy undertaken by
the Company that lead to a further collaboration agreement with Mundipharma with
respect to the far more commercially important territories of Europe and Japan
(which agreement the Company filed as an exhibit to its Form 10-K filed March
30, 2009).

    Furthermore,
the Lee’s Pharm agreement contemplated an up-front license fee of only $500,000,
which is being amortized over a 15-year period, whereas the collaboration
agreement was entered into in the context of a $10 million equity investment in
the Company’s Series E preferred stock, at a price of $0.65 per share, by
companies associated with Mundipharma.  (The market price of the
Company’s common stock on the trading day immediately preceding the closing of
the financing was $0.48 per share.)  In addition, the agreement with
Mundipharma contemplates milestone payments of up to an aggregate $85 million,
in contrast to the maximum milestone payments achievable under the agreement
with Lee’s Pharm of $1.7 million.

        - 2
-

    While the
Company has not generated significant revenues during its operating history
against which to compare meaningfully the payments contemplated in the agreement
with Lee’s Pharm, when viewed in comparison to the substantial operating losses
of the Company during that period (e.g., $19,557,135 during the 2007 fiscal
year, the year in which the Lee’s Pharm agreement was executed), it appeared
highly unlikely at the time the Company entered into the agreement that the
up-front and milestone payments and royalties contemplated in the agreement with
Lee’s Pharm could have contributed in a substantial way to the Company’s
profitability even if NOV-OO2 and NOV-205 were successfully commercialized in
the Lee’s Pharm territory.

    Based
upon the foregoing considerations, the Company did not expect its business to
depend on the successful commercialization of NOV-002 and NOV-205 in the Chinese
Territory.  Accordingly, the Company concluded at the time it entered
into the agreement with Lee’s Pharm that, even if assumed to be material, it did
not fall outside the ordinary course of business for purposes of Item 601(b)(10)
and that filing of the agreement was, therefore, not required.

    Should
the Staff have any additional comments or questions concerning this filing,
please contact the undersigned, Paul Bork, at (617)832-1113 or Matthew Eckert at
(617) 832-3057.

                Very truly
      yours,

              /s/ Paul Bork

                Paul Bork

              cc:

              Mr. Harry
      Palmin

              Mr.
      Johnny Gharib

        - 3
-

December 22, 2010

Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504
Newton, Massachusetts 02458

Re: Novelos Therapeutics, Inc.  Form 10-K
Filed March 30, 2010 File No. 333-119366
 Dear Mr. Palmin:
 We have reviewed your filing and have the following comment.    Please respond to this letter within ten busin ess days or advise us when you will provide
the requested response.  If you do not believ e our comment applies to your facts and
circumstances, please tell us  why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.
Form 10-K, filed March 30, 2010

Licenses/Collaborations, page 9

1. Please include as an exhibit in your 2010 Form  10-K, your agreement with Lee’s Pharm,
or alternatively, tell us  the basis for your belief that you are not required  to file the
agreement pursuant to Item 601(b )(10)(ii)(B) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing 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 disclo sure in the filing;

Harry S. Palmin Novelos Therapeutics, Inc. December 22, 2010 Page 2

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

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

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
filename1.htm

              Harry
      S. Palmin

              President
      and CEO

              hpalmin@novelos.com

    VIA
EDGAR

    Securities
and Exchange Commission

    Division
of Corporation Finance

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549

    July 7,
2010

              Re:

              Novelos
      Therapeutics, Inc.

              Registration Statement
      on Form S-1 (File No.
333-166744)

    Ladies
and Gentlemen:

    On July
7, 2010, Novelos Therapeutics, Inc., a Delaware corporation (the “Company”),
filed Amendment No. 2 to Registration Statement on Form S-1, File No. 333-166744
(the “Registration Statement”).

    Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby
requests that the effectiveness of the Registration Statement be accelerated so
that the Registration Statement will become effective at 4:30 p.m., Eastern
time, on Thursday, July 8, 2010, or as soon as practicable
thereafter.

    The
Company acknowledges that:

              ·

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

              ·

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

              ·

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

      Novelos Therapeutics,
Inc.  One Gateway Center, Suite 504  Newton, MA
02458  617.244.1616  Fax 964.6331

    Please
advise Paul Bork of Foley Hoag LLP at 617-832-1113 or, in his absence, Matthew
Eckert at 617-832-3057, when the Registration Statement has been declared
effective or if the Staff has any questions.

    Thank you
for your cooperation.

              Very
      truly yours,

              Novelos
      Therapeutics, Inc.

                By:

              /s/ Harry
      S. Palmin

              Harry
      S. Palmin, President and CEO

              cc:

              Mr.
      Jeffrey Riedler

              Paul Bork,
Esq.

        - 2
-

June 29, 2010
  Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc.
One Gateway Center, Suite 504
Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 25, 2010 File No. 333-166744

Dear Mr. Palmin:   We have considered your amended regist ration statement and co rrespondence filed on
June 25, 2010 to our comment letter dated May 14, 2010 and have the following comment.     Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe that an amendm ent is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment,  we may have additional comments.

Form S-1

1. We note that you have omitted certain informati on from the prospectus in relation to the
terms of your offering.  Please revise your  prospectus to include the following
information:
• The number of units to be sold in the offering;
• The number of shares of common stock and warrants per unit;
• The number of shares purcha sable under the warrants;
• The exercise price of the warrants; and
• The exercise period for the warrants.

Please note that we will not be in a position to act on a request for acceleration of effectiveness until the requested informati on has been provided in the prospectus.

Harry S. Palmin
Novelos Therapeutics, Inc. June 29, 2010 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 incl udes all information require d under the Securities Act
of 1933 and all applicable Securi ties Act rules.  Since the comp any and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.       Notwithstanding our comments, in the event you  request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact Bryan Pitko at (202) 551- 3203 or Suzanne Hayes at (202) 551-3675 with
any questions.  In this regard, please fr ee to contact me at (202) 551-3715.

      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: Paul Bork  Matthew Eckert
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210

Mail Stop 4720          May 14, 2010  Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1
  Filed May 11, 2010
  File No. 333-166744

Dear Mr. Palmin:   We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you shoul d revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-1

1. Please revise your registration statement to  disclose the expiration date for your
offering.
* * *

Harry S. Palmin
Novelos Therapeutics, Inc. May 14, 2010 Page 2
 As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a cover letter with you r amendment that keys your responses
to our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acting 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 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.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Harry S. Palmin
Novelos Therapeutics, Inc. May 14, 2010 Page 3
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
  Please contact Bryan Pitko at (202)  551-3203 or Suzanne Hayes at (202) 551-
3675 with any questions.  In this regard, pl ease free to contact me at (202) 551-3715.
         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Paul Bork, Esq.
Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210

CORRESP
1
filename1.htm

    Unassociated Document

              Harry
      S. Palmin

              hpalmin@novelos.com

              President
      and CEO

    VIA
EDGAR

    Securities
and Exchange Commission

    Division
of Corporation Finance

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549

    February
11, 2010

              Re:

              Novelos
      Therapeutics, Inc.

    Registration Statement on
Form S-1 (File No. 333-161922)

    Ladies
and Gentlemen:

    On
February 5, 2010, Novelos Therapeutics, Inc., a Delaware corporation (the
“Company”), filed Amendment No. 3 to Registration Statement on Form S-1, File
No. 333-161922 (the “Registration Statement”).

    Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby
requests that the effectiveness of the Registration Statement be accelerated so
that the Registration Statement will become effective at 9:00 a.m. EST on
Friday, February 12, 2010, or as soon as practicable thereafter.

    The
Company acknowledges that:

              ·

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

              ·

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

              ·

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

    Please
advise Paul Bork of Foley Hoag LLP at 617-832-1113 or, in his absence, Matthew
Eckert at 617-832-3057, when the Registration Statement has been declared
effective or if the Staff has any questions.

    Thank you
for your cooperation.

              Very
      truly yours,

              Novelos
      Therapeutics, Inc.

              By:

              /s/ Harry S. Palmin

              Harry
      S. Palmin, President and CEO

              cc:

              Paul
      Bork, Esq.

    Mr. Jeffrey Riedler

    Ms. Laura Crotty

        - 2
-

Mail Stop 4720          February 4, 2010   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1/A
  Filed January 26, 2010
  File No. 333-161922

Dear Mr. Palmin:

We have reviewed your January 26, 2 010 response to our December 29, 2009
comment letter and have the following addi tional 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.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1/A filed January 26, 2010

General

1. We note your response to our prior comment 2.  In addition to the tables provided
in your January 26, 2010 response letter and on pages 46 and 47 of the revised
filing, please also include the tables  provided in your December 7, 2009 response
letter relating to comments 4 and 5 of our October 8, 2009 comment letter.  To the
extent these tables relate to shares that you are no longer seeking to register;
however, you do not need to include these tables in the filing.

Harry S. Palmin
Novelos Therapeutics, Inc.
February 4, 2010 Page 2
2. Please update your executive compensation disc losure for officers and directors to
reflect the compensation paid during th e fiscal year ended December 31, 2009 in
addition to the information already provided.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Harry S. Palmin
Novelos Therapeutics, Inc. February 4, 2010 Page 3  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Laura Crotty at (202)  551-3563 or Daniel Greenspan, Special
Counsel, at (202) 551-3623 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r
Assistant Director
 cc: Paul Bork, Esq.  Foley Hoag LLP  155 Seaport Boulevard
 Boston, Massachusetts 02110

Mail Stop 4720          December 29, 2009   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1/A
  Filed December 7, 2009
  File No. 333-161922

Dear Mr. Palmin:

We have reviewed your December 7, 2009 response to our October 8, 2009
comment letter and have the following addi tional 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.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1/A filed December 7, 2009

General

1. We note your response to our prior comment  1 relating to the treatment of your
transaction as a primary offering.  Howeve r, given the nature and size of the
offering—in particular, the fact that the sh ares you are registering total more than
120% of the shares held by non-affiliates —the offering appears to be a primary
offering. Therefore, unless you revise the na ture and/or size of this offering, you
will need to do the following:

• file a registration statement for the “resale” offering at the time of each

Harry S. Palmin
Novelos Therapeutics, Inc.
December 29, 2009 Page 2
conversion of preferred stock or exer cise of warrants because you are not
eligible to conduct the offering on a delayed or continuous basis under
Rule 415(a)(1)(x);
• register the transaction on the form you are eligible to use to register the
transaction as a primary offering;
• identify the selling shareholders as  underwriters in the registration
statement; and
• include the price at which the underw riters will sell the securities.

2. We note your response to our prior comme nts 4 and 5; however, it appears that
you have not provided the information reque sted by the fourth sub-bullet point in
each comment, namely:  the combined mark et price of the total number of shares
underlying the Series E Preferred Stock or warrants, calculated by using the
market price per share on the date of the sale of the Series E Preferred Stock and
the total possible shares underlying the Series E Preferred Stock or warrants.
Please provide this information for the securities underlying both the Series E
Preferred Stock and the warrants.  Also, please revise your re gistration statement
to include the completed tables.

3. Please confirm that the substance of your response to our prior comment 6,
including all dollar amounts in the provided table, is disclosed in the registration
statement.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the

Harry S. Palmin
Novelos Therapeutics, Inc. December 29, 2009 Page 3
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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Laura Crotty at (202)  551-3563 or Daniel Greenspan, Special
Counsel, at (202) 551-3623 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r
Assistant Director
 cc: Paul Bork, Esq.  Foley Hoag LLP  155 Seaport Boulevard  Boston, Massachusetts 02110

Mail Stop 4720          October 8, 2009   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form S-1
  Filed September 15, 2009
  File No. 333-161922

Dear Mr. Palmin:

We have limited our review of the above referenced registration statement to only
the issues identified herein.  Where indicated, we think you should revise your document in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1

1. We note that you are registering the sale of 58,745,592 shares of common stock.
Given the size relative to the number of shares outstanding held by non-affiliates,
the nature of the offering and the selli ng security holders, th e transaction appears
to be a primary offering. Because you are not eligible to conduct a primary
offering on Form S-3 you are not eligible  to conduct a primary at-the-market
offering under Rule 415(a)(4).

If you disagree with our analysis, please advise the staff of the company’s basis
for determining that the transaction is a ppropriately characterized as a transaction

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 2
that is eligible to be made under Ru le 415(a)(1)(i). In your analysis, please
address the following among any other relevant factors:

• The number of selling shareholders and th e percentage of the overall offering
made by each shareholder;

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

• The relationship of each selling shareholder with the company, including an
analysis of whether the selling sharehol der is an affiliate of the company;

• Any relationships among th e selling shareholders;
 • The dollar value of the shares registered in relation to the proceeds that the
company received from the selling share holders for the securities, excluding
amounts of proceeds that were returned (or will be returned) to the selling
shareholders and/or their affiliates in fees or other payments;

• The discount at which the shareholders will purchase the common stock
underlying the Series E Preferred Stock( or any related security, such as a
warrant or option) upon conve rsion or exercise; and

• Whether or not any of the selling shareholders is in the business of buying and
selling securities.

2. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the Series E Preferred Stock that you
have registered for resale (using the number of underl ying securities that you have
registered for resale and the market pri ce per share for those securities on the date
of the sale and issuance of th e Series E Preferred Stock).

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder
has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finders” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the Series E Preferred

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 3
Stock and the total possible payments to all selling shareholders and any of their affiliates in the first year following the sale of Series E Preferred Stock.

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities unde rlying the Series E Preferred Stock,
presented in a table with the following  information disclosed separately:

• the market price per share of the securities underlying the Series E
Preferred Stock on the date of the sale  of the Series E Preferred Stock;

• the conversion price per share of the underlying securities on the date
of the sale of the Series E Prefe rred Stock, calculate d as follows:

− if the conversion price per share is  set at a fixed price, use the
price per share established in the Series E Preferred Stock; and

− if the conversion price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market
price of the underlying security, use the conversion discount rate and the market rate per share on the date of the sale of the Series E Preferred Stock and determine the conversion price per share as of that date;

• the total possible shares underlyi ng Series E Preferred Stock;

• the combined market price of the total number of shares underlying the
Series E Preferred Stock, calcula ted by using the market price per
share on the date of the sale of th e Series E Preferred Stock and the
total possible shares underlying the Series E Preferred Stock;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the total number of shares underlying
the Series E Preferred Stock calculated by using the conversion price on the date of the sale of the Series E Preferred Stock and the total possible number of shares the selling shareholders may receive; and

•  the total possible discount to the market price as of the date of the sale
of the Series E Preferred Stock, calculated by subtr acting the total
conversion price on the date of the sa le of the Series E Preferred Stock
from the combined market price of the total number of shares
underlying the Series E Preferred Stock on that date.

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 4
If there are terms of the Series E Preferred Stock that could result in a change in the price per share upon th e occurrence of certain events, please provide
additional tabular disclosure as appropriate. For example, if the conversion price
per share is fixed unless and until the market price falls below a stated price, at
which point the conversion price per share drops to a lower price, please provide
additional disclosure.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information
disclosed separately:

• market price per share of the underlying securities on the date of the sale
of that other security;

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

− if the conversion/exercise price pe r share is set at a fixed price,
use the price per share on the da te of the sale of that other
security; and

− if the conversion/exercise price per share is not set at a fixed
price and, instead, is set at a floa ting rate in relationship to the
market price of the underlying security, use the conversion/exercise discount rate and the market rate per share on the date of the sale of that other security and determine the
conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 5
the total possible number of  underlying shares; and

• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of  underlying shares on that date.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the Series E Preferred Stock
transaction;

• all payments that have been made or that may be required to be made by the
issuer that are disclosed in response to comment 3 above;

• the resulting net proceeds to the issuer; and
 • the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the Seri es E Preferred Stock and
any other warrants, options, notes, or other securities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comments 4 and 5 above.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to comment 3 above , and the total possible discount to the
market price of the shares underlying the Series E Preferred Stock, as disclosed in response to comment 4 above, divided by th e net proceeds to the issuer from the
sale of the Series E Preferred Stock.

7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 6
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;

• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling shareholders,
affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued  or issuable in connection with the
applicable transaction;

• the market price per share of the class of  securities subject to the transaction
immediately prior to the tran saction (reverse split adju sted, if necessary); and
 • the current market price per share of the class of securities subject to the
transaction (reverse split adjusted, if necessary).

8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the Series E Preferred Stock
transaction that are held by persons other than the selling shareholders,
affiliates of the company, and affiliates of the selling shareholders;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been sold in registered resa le transactions by
the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale  on behalf of the selling shareholders
or affiliates of the selling sharehol ders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 7
include any securities underlying any outst anding convertible securities, options,
or warrants.

9. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to make all payments on the overlying securities; and

• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s stock, the following additional information:

− the date on which each such selling shareholder entered into that short position; and

− the relationship of the date on which each such selling
shareholder entered into that sh ort position to the date of the
announcement of the Series E Preferred Stock transaction and
the filing of the registration stat ement (e.g., before or after the
announcement of the Series E Preferred Stock transaction, before the filing or after the fili ng of the registration statement,
etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that
have existed in the past three years or  are to be performed in the future
between the issuer (or any of its predecessors) and the selling shareholders,
any affiliates of the selling shareholders , or any person with whom any selling
shareholder has a contractual relationsh ip regarding the transaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the sale of  the Series E Preferred Stock; and

• copies of all agreements between the issuer (or any of its predecessors) and
the selling shareholders, any affiliates of the selling shareholders, or any
person with whom any selling share holder has a contractual relationship
regarding the transaction (or any predece ssors of those persons) in connection
with the sale of the Series E Preferred Stock.

If it is your view th at such a description of the relationships and arrangements

Harry S. Palmin
Novelos Therapeutics, Inc.
October 8, 2009 Page 8
between and among those parties already is presented in the prospectus and

CORRESP
1
filename1.htm

              Harry
                S. Palmin

              hpalmin@novelos.com

              President
                and CEO

    VIA
      EDGAR

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    June
      23,
      2008

            Re:

              Novelos
                Therapeutics, Inc.

    Registration
      Statement on Form S-1 (File No. 333-151396)

    Ladies
      and Gentlemen:

    Novelos
      Therapeutics, Inc., a Delaware corporation (the “Company”), has filed
      Registration Statement on Form S-1, File No. 333-151396 (the “Registration
      Statement”).

    Pursuant
      to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby
      requests that the effectiveness of the Registration Statement be accelerated
      so
      that the Registration Statement will become effective today, June 23, 2008,
      at
      4:30 p.m. EST, or as soon as practicable thereafter.

    The
      Company acknowledges that:

              ·

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

              ·

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

              ·

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

      Novelos
        Therapeutics, Inc.
        One
        Gateway Center, Suite 504 Newton, MA 02458 617.244.1616 Fax
        964.6331

    Please
      advise Paul Bork of Foley Hoag LLP at 617-832-1113 or, in his absence, Amanda
      Vendig at 617-832-3091, when the Registration Statement has been declared
      effective or if staff has any questions.

    Thank
      you
      for your cooperation.

              Very
                truly yours,

              Novelos
                Therapeutics, Inc.

              By:

              /s/
                Harry S. Palmin

              Harry
                S. Palmin, President and CEO

    cc: Paul
      Bork, Esq.

        -
          2 -

CORRESP
1
filename1.htm

      Paul
        Bork

      Boston
        Office

      617-832-1113

      pbork@foleyhoag.com

    Via
      EDGAR

    June
      16,
      2008

    Mr.
      Jeffrey Riedler

    Assistant
      Director

    Division
      of Corporation Finance - Mail Stop 6010

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              Novelos
                Therapeutics, Inc.

    Registration
      Statement on Form S-1

    Filed
      June 3, 2008

    File
      Number 333-151396

    Dear
      Mr.
      Riedler:

    Set
      forth below are our responses, on
      behalf of Novelos Therapeutics, Inc. (the “Company”), to
      the comments contained in the letter of the staff (the “Staff”)
      of the Division of Corporation Finance of the Securities and Exchange Commission
      dated June
      12,
      2008
      to Mr. Harry
      Palmin,
      Chief Executive Officer of the Company (the “Comment
      Letter”),
      with respect to the above-referenced filing. For
      your
      convenience, we have repeated the Staff’s comment below in bold face type.
Except
      as otherwise indicated, all statements contained herein concerning factual
      matters relating to the Company are based on information provided to us by
      the
      Company.

              1.

              We
                note that you are incorporating by reference to your 2007 Form 10-K
                in
                lieu of providing the required financial statements and related disclosure
                in the text of the Form S-1. However, it is unclear whether you meet
                the
                requirements of Section VII of the Instructions to the Form S-1,
                which
                requires, among other things, that a registrant is not and has not
                been
                during the last three years a “registrant for an offering of penny stock.”
                More specifically, we note that the last reported sale price of your
                common stock on June 2, 2008 was $.60 per share. We also note that
                you
                registered a secondary offering of up to $12 million of common stock
                on
                Form SB-2 (File No. 333-143263), which was declared effective in
                September
                2007. It appears the sale price of your common stock on the date
                prior to
                your filing of pre-effective amendment number 3 to the Form SB-2
                was $.74
                per share. Please provide us with a detailed analysis as to why you
                believe you are eligible to incorporate by reference the items required
                by
                Form S-1. In the alternative, please amend your filing to include
                in the
                Form S-1, all of the required items, including your audited financial
                statements and related
                disclosure.

      Seaport
        World Trade Center West / 155 Seaport Blvd. / Boston, MA 02210-2600 / TEL:
        617.832.1000 / FAX: 617.832.7000

                Foley
                  Hoag LLP

                BOSTON

                WASHINGTON,
                  DC

                www.foleyhoag.com

    The
      Company believes that it meets the requirements of Section VII of the
      Instructions to Form S-1 to incorporate by reference because:

            ·

              The
                Company is subject to the requirement to file reports pursuant to
                Section
                15(d) of the Securities Exchange Act of 1934 (the “Exchange
                Act”).

            ·

              The
                Company has filed all reports and other materials required to be
                filed by
                Section 15(d) of the Exchange Act during the preceding
                year.

            ·

              The
                Company has filed an annual report on Form 10-KSB required under
                Section
                15(d) of the Exchange Act for its fiscal year ended December 31,
                2007.

            ·

              The
                Company is not and during the past three years neither the registrant
                nor
                any of its predecessors was:

            ·

              a
                blank check company as defined in Rule
                419(a)(2);

            ·

              a
                shell company, other than a business combination related shell company,
                each as defined in Rule 405; or

            ·

              A
                registrant for an offering of penny stock as defined in Rule 3a51-1
                of the
                Exchange Act (see below).

            ·

              The
                Company is not registering an offering that effectuates a business
                combination transaction defined in Rule
                165(f)(1).

            ·

              The
                Company makes its periodic and current reports filed pursuant to
                Section
                15(d) of the Exchange Act that are incorporated by reference pursuant
                to
                Item 11A or Item 12 of the Form S-1 readily available and accessible
                on a
                Web site maintained by or for the Company and containing information
                about
                the Company.

    More
      specifically, the Company does not believe that it is or has been during the
      last three years a registrant for an offering of penny stock. Rule 3a51-1(g)
      of
      the Exchange Act states that “the term ‘penny stock’ shall mean any equity
      security other than a security whose issuer has net tangible assets in excess
      of
      $2,000,000, if the issuer has been in continuous operation for at least three
      years, or $5,000,000 if the issuer has been in continuous operation for less
      than three years.” Rule 3a51-1(g)(3) further provides that the determination of
      net tangible assets must be demonstrated by financial statements dated less
      than
      15 months prior to the date of the transaction that the broker or dealer has
      reviewed and has a reasonable basis for believing are accurate in relation
      to
      the date of the transaction. Finally, Rule 3a51-1(g)(3)(i) provides that for
      an
      issuer (other than a foreign private issuer) such financials statements are
      the
      most recent audited financial statements.

        -2-

    The
      Company has been in continuous operation since 1996, however the Company did
      not
      become a registrant until May 2005 when it was acquired by its predecessor
      Common Horizons, Inc. Based on the Company’s audited financial statements
      included in its Form 10-KSB, the Company had net tangible assets of $4,048,270
      at December 31, 2007. At the time the Company filed this registration statement
      on Form S-1 the Company believed that it had net tangible assets in excess
      of
      $2,000,000 based on its unaudited financial statements for the quarter ended
      March 31, 2008 included in its Form 10-Q filed on May 14, 2008 as adjusted
      to
      give effect to the net proceeds of a financing the Company completed on April
      11, 2008 as described in the Company’s Form 8-K filed on April 14, 2008. The
      Company had net tangible assets of negative $3,366,918 on March 31, 2008 and
      adjusted net tangible assets of $2,108,082 after giving effect to the financing.

    Further,
      at the time the Company filed its registration statement on Form SB-2 (File
      No.
      333-143263) to register a secondary offering of up to 12 million shares of
      common stock, which was declared effective in September 2007, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the audited financial statements for the fiscal year ended December 31, 2006
      which reported tangible net assets of $10,609,934 and its unaudited financial
      statements for the period ended June 30, 2007 which reported tangible net assets
      of $17,627,492.

    In
      addition, at the time the Company filed its registration statement on Form
      SB-2
      (File No. 333-133043) to register a secondary offering of up to 22,457,555
      shares of common stock, which was declared effective in April 2006, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the audited financial statements for the fiscal year ended December 31, 2005
      included in its Form 10-KSB filed on March 27, 2006 as adjusted to give effect
      to the net proceeds of a financing the Company completed on March 7, 2006 as
      described in the Company’s Form 8-K filed on March 8, 2006. The Company had net
      tangible assets of $4,721,543 on December 31, 2005 and adjusted net tangible
      assets of $18,568,543 after giving effect to the financing.

    Finally,
      at the time the Company filed its registration statement on Form SB-2 (File
      No.
      333-129744) to register a secondary offering of up to 14,831,798 shares of
      common stock, which was declared effective in December 2005, the Company
      reasonably believed it had net tangible assets in excess of $5,000,000 based
      on
      the unaudited financial statements for the period ended September 30, 2005
      included in its Form 10-QSB filed on November 8, 2005 as adjusted to give effect
      to the net proceeds of a financing the Company completed on October 3, 2005
      as
      described in the Company’s Form 8-K filed on November 3, 2005. The Company had
      net tangible assets of $4,993,844 on September 30, 2005 and adjusted net
      tangible assets of $5,177,844 after giving effect to the financing.

    Based
      on
      the above, the Company does not believe it is or has been a registrant for
      an
      offering of penny stock during the past three years and therefore is permitted
      to incorporate by reference pursuant to Section VII of the Instructions to
      Form
      S-1.

        -3-

    Should
      the Staff have any additional comments or questions, please direct such to
      me at
(617)
      832-1113 or in my absence to Amanda Vendig at (617)-832-3091.

            Very
              truly
              yours,

            /s/ Paul Bork

              Paul
              Bork

            cc:

              Mr.
                Harry Palmin

    Ms.
      Song
      Brandon

        -4-

Mail Stop 6010         June 12, 2008   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA  02458
Re: Novelos Therapeutics, Inc.
 Registration Statement on Form S-1  Filed June 3, 2008  File Number 333-151396
Dear Mr. Palmin:

This is to advise you that we have limited our review of th e above referenced registration
statement to only the issues identified below.  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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form S-1

 Information Incorporated by Reference, page 39

1. We note that you are incorporating by re ference to your 2007 Form 10-K in lieu of
providing the required financial statements and re lated disclosure in the text of the Form
S-1.  However, it is unclear whether you m eet the requirements of  Section VII of the
Instructions to the Form S-1, which requires, among other things, that  a registrant is not
and has not been during the last three years a “registrant for an offe ring of penny stock.”
More specifically, we note th at the last reported sale pr ice of your common stock on

June 2, 2008 was $.60 per share.  We also note that you registered a secondary offering of
up to $12 million of common stock on Form SB-2 (File No. 333-143263), which was declared effective in September 2007. It appe ars the sale price of your common stock on
the date prior to your filing of pre-effectiv e amendment number 3 to the Form SB-2 was
$.74 per share.  Please provide us with a deta iled analysis as to why you believe you are
eligible to incorporate by reference the items required by Form S-1.  In the alternative, please amend your filing to include in the Fo rm S-1, all of the required items, including
your audited financial statements  and related disclosure.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with ma rked 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 supplemental information.  Detailed cover letters greatly
facilitate our review.  Please file your c over letter on EDGAR under the form type label
CORRESP.  Please understand th at 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 filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy 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 statement,  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 the Co mmission from taking any action with respect
to the filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
‚ the company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.  Please contact Song Brandon at (202) 551-3621, or  me at (202) 551-3715 with any other
questions.         S i n c e r e l y ,            J e f f r e y  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: Paul Bork, Esq.    Foley Hoag LLP   155 Seaport Boulevard  Boston, MA  02110

CORRESP
1
filename1.htm

              George
                R. Vaughn

              gvaughn@novelos.com

              Chief
                Financial Officer

    VIA
      EDGAR

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    September
      5, 2007

            Re:

              Novelos
                Therapeutics, Inc.

    Amendment
      No. 3 to Registration Statement on Form SB-2

    (File
      No. 333-143263)

    Ladies
      and Gentlemen:

    Novelos
      Therapeutics, Inc., a Delaware corporation (the “Company”), has filed Amendment
      No. 3 to Registration Statement on Form SB-2, File No. 333-143263 (the
“Registration Statement”).

    Pursuant
      to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby
      requests that the effectiveness of the Registration Statement be accelerated
      so
      that the Registration Statement will become effective at 4:30 p.m. EST on
      September 6, 2007, or as soon as practicable thereafter.

    The
      Company acknowledges that:

              ·

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

              ·

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

              ·

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

          Novelos
            Therapeutics, Inc.
            One
            Gateway Center, Suite 504 Newton, MA 02458 617.244.1616 Fax
            964.6331

    Please
      advise Paul Bork of Foley Hoag LLP at 617-832-1113 or, in his absence, Amanda
      Kirouac at 617-832-3091, when the Registration Statement has been declared
      effective or if the staff has any questions.

    Thank
      you
      for your cooperation.

              Very
                truly yours,

              Novelos
                Therapeutics, Inc.

              By:
                /s/ George R. Vaughn

              George
                R. Vaughn, Chief Financial Officer

            cc:

              Paul
                Bork, Esq.

        -2-

Mail Stop 6010          July 24, 2007   Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, Massachusetts 02458
 Re: Novelos Therapeutics, Inc.
  Supplemental Correspondence Submitted July 13, 2007
  Registration Statement on Form SB-2   File No. 333-143263

Dear Mr. Palmin:   We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to the comment .  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM SB-2

1. We note your response to our comment.  However, given the nature and size of
this offering—in particular, the fact that  the shares you are registering total more
than 60% of the shares held by non-affiliates—the offering appears to be a primary offering.  Therefore, unless you re vise the nature a nd/or size of this
offering, you will need to do the following:

Harry S. Palmin
Novelos Therapeutics, Inc. July 24, 2007 Page 2
• file a registration statement for the “resale” offering at the time of each
conversion of preferred stock or exer cise of warrants because you are not
eligible to conduct the offering on a de layed or continuous basis under Rule
415(a)(1)(x);
• register the transaction on the form you are eligible to use to register the
transaction as a primary offering (either Form SB-2 or Form S 1);
• identify the selling shareholders as u nderwriters in the registration statement;
and
• include the price at which the underw riters will sell the securities.

* * *
  As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Greg Belliston at ( 202) 551-3861, Suzanne Hayes at (202) 551-
3675, or me at (202) 551- 3715 with any questions.
         S i n c e r e l y ,             J e f f r e y  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: Paul Bork, Esq.  Foley Hoag LLP  155 Seaport Boulevard  Boston, Massachusetts 02110

CORRESP
1
filename1.htm

    Via
      EDGAR

    July
      12,
      2007

    Mr.
      Jeffrey Riedler

    Assistant
      Director

    Division
      of Corporation Finance - Mail Stop 6010

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              Novelos
                Therapeutics, Inc.

    Registration
      Statement on Form SB-2, Amendment 2

    Filed
      June 26, 2007

    File
      No.
      333-143263

    Dear
      Mr.
      Riedler:

    Set
      forth
      below are our responses, on
      behalf
      of Novelos Therapeutics, Inc. (the “Company”), to
      the
      comments contained in the letter of the staff (the “Staff”)
      of the
      Division of Corporation Finance of the Securities and Exchange Commission dated
      July
      3,
      2007
      to Mr.
Harry
      Palmin,
      Chief
      Executive Officer of the Company (the “Comment
      Letter”),
      with
      respect to the above-referenced filing. For
      your
      convenience, we have repeated the Staff’s comment below in bold face type.
Except
      as
      otherwise indicated, all statements contained herein concerning factual matters
      relating to the Company are based on information provided to us by the
      Company.

              1.

              We
                note that you are registering the sale of 23,400,000 shares. Given
                the
                size relative to the number of shares outstanding held by non-affiliates,
                the nature of the offering and the selling security holders, the
                transaction appears to be a primary offering. Because you are not
                eligible
                to conduct a primary offering on Form S-3 you are not eligible to
                conduct
                a primary at-the-market offering under Rule
                415(a)(4).

              If
                you disagree with our analysis, please advise the staff of the company's
                basis for determining that the transaction is appropriately characterized
                as a transaction that is eligible to be made under Rule 415(a)(1)(i).
                In
                your analysis, please address the following among any other relevant
                factors:

              ·

              The
                number of selling shareholders and the percentage of the overall
                offering
                made by each shareholder;

              ·

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

              ·

              The
                relationship of each selling shareholder with the company, including
                an
                analysis of whether the selling shareholder is an affiliate of the
                company;

              ·

              Any
                relationships among the selling shareholders;

              ·

              The
                dollar value of the shares registered in relation to the proceeds
                that the
                company received from the selling shareholders for the securities,
                excluding amounts of proceeds that were returned (or will be returned)
                to
                the selling shareholders and/or their affiliates in fees or other
                payments;

              ·

              The
                discount at which the shareholders will purchase the common stock
                underlying the convertible securities (or any related security, such
                as a
                warrant or option) upon conversion or exercise;
                and

              ·

              Whether
                or not any of the selling shareholders is in the business of buying
                and
                selling securities.

    The
      Company believes that this offering is a “true” secondary offering that is
      eligible to be made on a shelf basis under Rule 415(a)(1)(i). The limited
      circumstances under which the Staff has taken the position that an offering
      styled as a secondary offering is really a disguised primary offering made
      on
      behalf of the issuer entail situations in which the selling stockholders were
      acting as a conduit for the issuer or where the securities sold were deemed
      to
      be of a “toxic” nature such as so called “death spiral” convertible securities
      or equity lines which feature “at the market” conversions or issuances. Relevant
      factors include the length of time the selling stockholders have held their
      shares, the circumstances under which the selling stockholders received their
      shares, the selling stockholders’ relationship to the issuer, the amount of
      shares involved, whether the selling stockholders are in the business of
      underwriting securities and whether the securities feature “at the market”
conversions or issuances.

    We
      do not
      believe that the facts and circumstances involved in this offering bear any
      resemblance to those outlined above. The following is a summary of the facts
      and
      circumstances surrounding the offering of the shares by each selling stockholder
      covered by the Form SB-2, as well as the basis for the Company’s determination
      that the securities do not have provisions which would deem them as “toxic” and
      that each selling stockholder is not acting as a conduit for the
      Company.

            A.

              THE
                SECURITIES ISSUED BY THE COMPANY ARE NOT
“TOXIC”

    On
      May 2,
      2007 the Company sold 1,500 shares of the Company’s Series B Convertible
      Preferred Stock (the “Series B Preferred Stock”) and warrants (the “Warrants”)
      to purchase 7,500,000 shares of the Company’s common stock, par value $.00001
      per share (“Common Stock”) to (i) Xmark Opportunity Fund, L.P. (“Xmark LP”),
      Xmark Opportunity Fund, Ltd. (“Xmark Ltd”), Xmark JV Investment Partners LLC
      (“Xmark LLC” and together with Xmark LP and Xmark Ltd, the “Xmark Entities”),
      (ii) Caduceus Master Fund Limited, Caduceus Capital II, L.P., UBS Eucalyptus
      Fund, L.L.C., PW Eucalyptus Fund, Ltd. and HFR SHC Aggressive Master Trust,
      entities associated with Orbimed Advisors (collectively, the “Orbimed
      Entities”), (iii) Knoll Capital Fund II Master Fund, Ltd. and Europa
      International, Inc. (collectively, the “Knoll Entities”), and (iv) Hunt
      BioVentures, L.P. (“Hunt”) (the Xmark Entities, Orbimed Entities, Knoll Entities
      and Hunt, collectively, the “Series B Purchasers”) in a private placement (the
“Private Placement”). The conversion price of the Series B Preferred Stock and
      the exercise price of the Warrants are fixed at $1.00 and $1.25, respectively.
      These prices do not change as a result of any change in the market price of
      the
      Company’s Common Stock nor as a result of any subsequent issuance of Common
      Stock at a price less than the applicable conversion or exercise price. The
      only
      adjustment in price occurs in the event of a stock dividend, stock split or
      similar action which affects all outstanding shares of Common Stock equally.

    Although
      both the conversion price of the Series B Preferred Stock and the exercise
      price
      of the Warrant were less than the closing price of the Company’s Common Stock on
      May 2, 2007, the conversion price and the exercise price reflect the results
      of
      the full negotiation of the terms of the Series B Preferred Stock and the
      Warrants which provide for mandatory conversion and forced exercise,
      respectively as described below. If there is an effective registration statement
      covering the shares of common stock underlying the Series B Preferred Stock
      and
      the volume weighted average price (“VWAP”), as described more fully in the
      Series B Certificate of Designations, of the Company’s common stock exceeds
      $2.00 for 20 consecutive trading days, then the outstanding Series B Preferred
      Stock will automatically convert into common stock at the conversion price
      then
      in effect. In addition, if there is an effective registration statement covering
      the shares underlying the Warrants and the VWAP of the Company’s common stock
      exceeds $2.25 for 20 consecutive trading days, then on the 31st
      day
      following the end of such period any remaining Warrants for which a notice
      of
      exercise was not delivered shall no longer be exercisable and shall be converted
      into a right to receive $.01 per share. The Company believes that this mandatory
      call provision significantly limits the value of the Warrants.

        -2-

    The
      Company understands that the Series B Purchasers are viewed in the capital
      markets both as long term investors in the biopharmaceutical space and as
      investors that do not engage in trading activities to which the Commission
      deems
      manipulative or otherwise illegal. The Series B Purchasers engaged in an
      extensive due diligence exercise regarding the Company’s business, intellectual
      property assets and management evidencing a long term investment perspective
      rather than an immediate monetization objective inherent in the “toxic”
issuances.

            B.

              THE
                NUMBER OF SHARES REGISTERED IS NOT SO LARGE AS COMPARED TO THE NUMBER
                OF
                OUTSTANDING SHARES HELD BY
                NON-AFFILIATES

    The
      Series B Purchasers

    The
      Series B Purchasers are seeking to register 15,000,000 shares of Common Stock
      issuable upon conversion of the Series B Preferred Stock that they purchased
      in
      the Private Placement. The total number of outstanding shares of Common Stock
      held by non-affiliates is approximately 36,922,000 shares. All such shares
      have
      either been registered under the Securities Act of 1933, as amended (the “Act”),
      or are transferable without restrictions under the Act because they have been
      held for at least two years. Thus, the 15,000,000 shares of Common Stock that
      the Series B Purchasers are seeking to register represent approximately 40%
      of
      the Company’s issued and outstanding shares of Common Stock which are freely
      tradeable and held by non-affiliates. In addition, since the conversion price
      of
      the Series B Preferred Stock is subject to adjustment only for stock dividends,
      stock splits or similar capital reorganizations, this percentage would not
      be
      subject to increase.

    The
      Series B Purchasers are also seeking to register 7,500,000 shares of Common
      Stock which are issuable upon exercise of the Warrants. The Warrants have an
      exercise price of $1.25 per share and expire in May 2012. The additional
      7,500,000 shares of Common Stock that the Series B Purchasers are seeking to
      register represent approximately 20%, and when combined with the 15,000,000
      shares underlying the Series B Preferred Stock, 60% of the issued and
      outstanding shares of Common Stock which are freely tradeable and held by
      non-affiliates. The Warrant exercise price and/or number of Warrants is subject
      to adjustment only for stock dividends, stock splits or similar capital
      reorganizations so that the rights of the Warrant holders after such event
      will
      be equivalent to the rights of warrant holders prior to such event. Therefore,
      as in the case of the Series B Preferred Stock, the number of shares of Common
      Stock issuable upon exercise of the Warrants would not be increased in the
      event
      of future issuances of the Company’s stock.

    The
      Xmark
      Entities seek to register the offer and sale of an aggregate of 6,000,000 shares
      of Common Stock pursuant to the Form SB-2. The shares offered by the Xmark
      Entities and the percentage of those shares, for the individual entities as
      well
      as the Xmark Entities as a whole, in relation to the total shares offered is
      shown in the following table:

        -3-

              Shares
                Underlying

              Selling
                Stockholder

              Series
                B

              Preferred
                Stock

              Warrants

              Total
                Shares

              Portion
                of Offering

              Xmark
                Opportunity Fund, L.P.

              1,000,000

              500,000

              1,500,000

              6.4

              %

              Xmark
                Opportunity Fund, Ltd.

              2,000,000

              1,000,000

              3,000,000

              12.8

              %

              Xmark
                JV Investment Partners LLC

              1,000,000

              500,000

              1,500,000

              6.4

              %

              Total
                Xmark Entities

              4,000,000

              2,000,000

              6,000,000

              25.6

              %

    The
      Orbimed Entities seek to register the offer and sale of an aggregate of
      7,500,000 shares of Common Stock pursuant to the Form SB-2. The shares offered
      by the Orbimed Entities and the percentage of those shares, for the individual
      entities as well as the Orbimed Entities as a whole, in relation to the total
      shares offered is shown in the following table:

              Shares
                Underlying

              Selling
                Stockholder

              Series
                B

              Preferred
                Stock

              Warrants

              Total
                Shares

              Portion
                of Offering

              Caduceus
                Capital Master Fund Limited

              2,000,000

              1,000,000

              3,000,000

              12.9

              %

              Caduceus
                Capital II, L.P.

              1,300,000

              650,000

              1,950,000

              8.3

              %

              UBS
                Eucalyptus Fund, L.L.C.

              1,300,000

              650,000

              1,950,000

              8.3

              %

              HFR
                SHC Aggressive Master Trust

              250,000

              125,000

              375,000

              1.6

              %

              PW
                Eucalyptus Fund, Ltd.

              150,000

              75,000

              225,000

              1.0

              %

              Total
                Orbimed Entities

              5,000,000

              2,500,000

              7,500,000

              32.1

              %

    The
      Knoll
      Entities seek to register the offer and sale of an aggregate of 6,000,000 shares
      of Common Stock pursuant to the Form SB-2. The shares offered by the Knoll
      Entities and the percentage of those shares, for the individual entities as
      well
      as the Knoll Entities as a whole, in relation to the total shares offered is
      shown in the following table:

              Shares
                Underlying

              Selling
                Stockholder

              Series
                B

              Preferred
                Stock

              Warrants

              Total
                Shares

              Portion
                of Offering

              Knoll
                Capital Fund II Master Fund, Ltd.

              2,000,000

Mail Stop 6010

        July 3, 2007

Harry S. Palmin
President and Chief Executive Officer
Novelos Therapeutics, Inc.
One Gateway Center, Suite 504
Newton, Massachusetts 02458

 Re: Novelos Therapeutics, Inc.
  Registration Statement on Form SB-2, Amendment 2
  Filed June 26, 2007
  File No. 333-143263

Dear Mr. Palmin:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM SB-2

1. We note that you are registering the sale of 23,400,000 shares.  Given the size
relative to the number of shares outstanding held by non-affiliates, the nature of
the offering and the selling security hol ders, the transacti on appears to be a
primary offering.  Because you are not eligible to conduct a  primary offering on Form S-3 you are not eligible to conduc t a primary at-the-market offering under
Rule 415(a)(4).

Harry S. Palmin
Novelos Therapeutics, Inc. July 3, 2007 Page 2
 If you disagree with our analysis, plea se advise the staff of the company’s
basis for determining that the transacti on is appropriately characterized as a
transaction that is eligible to be made  under Rule 415(a)(1)(i).  In your analysis,
please address the following among any other relevant factors:

• The number of selling shareholders a nd the percentage of the overall
offering made by each shareholder;

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

• The relationship of each selling shareholder with the company,
including an analysis of whether the selling shareholder is an affiliate of the company;

• Any relationships among the selling shareholders;

• The dollar value of the shares registered in relation to the proceeds that the company received from the selli ng shareholders for the securities,
excluding amounts of proceeds that were  returned (or will be returned)
to the selling shareholders and/or their affiliates in fees or other payments;

• The discount at which the shareholders will purchase the common stock underlying the convertible secv urities (or any re lated security,
such as a warrant or option) upon conversion or exercise; and

• Whether or not any of the selling shareholders is in the business of buying and selling securities.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Harry S. Palmin
Novelos Therapeutics, Inc. July 3, 2007 Page 3
 Please contact Greg Belliston at (202 ) 551-3861 or me at (202) 551-3715 with
any questions.

        S i n c e r e l y ,

        J e f f r e y  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: Paul Bork, Esq.
 Foley Hoag LLP
 155 Seaport Boulevard
 Boston, Massachusetts 02110

Mail Stop 6010
June 15, 2007
 Harry S. Palmin President and Chief Executive Officer Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458
Re: Nevelos Therapeutics, Inc.
  F o r m  S B - 2
Amendment no. 1 filed June 1, 2007
  File No. 333-143263

Dear Mr. Palmin:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 2  General

1. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the preferre d securities that you have
registered for resale (using the numbe r of underlying securities that you have
registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible note).

Payments to the investor and affiliates
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer  from the sale of the preferred securities
and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.

Potential profits on conversion

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the pref erred securities,
presented in a table with the followi ng information disclosed separately:

• the market price per share of the securities underlying the convertible
securities on the date of the sa le of the convertible securities;

• the conversion price per share of th e underlying securitie s on the date of
the sale of the preferred secu rities, calculated as follows:

- if the conversion price per share is se t at a fixed price, use the price per
share established in the preferred securities; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 3
- if the conversion price per share is not set at a fixed price and, instead,
is set at a floating rate in relati onship to the market price of the
underlying security, use the conversi on discount rate and the market
rate per share on the date of the sa le of the preferred securities and
determine the conversion price per share as of that date;

• the total possible shares underlyi ng the preferred securities;

• the combined market price of the total number of shares underlying the
preferred securities, calculated by usi ng the market price per share on the
date of the sale of the preferred se curities and the total possible shares
underlying the preferred securities;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
preferred securities calculated by using the conversion price on the date of
the sale of the preferred securities and the total possible number of shares
the selling shareholders may receive; and

• the total possible discount to the market price as of the date of the sale of
the preferred securities , calculated by subtrac ting the total conversion
price on the date of the sale of the convertible note from the combined
market price of the total number of shares underlying the preferred
securities on that date.

If there are provisions in the preferred s ecurities that could result in a change
in the price per share upon the occurr ence of certain events, please provide
additional tabular disclosure as appropri ate.  For example, if the conversion
price per share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price,
please provide additional disclosure.

Total potential profit from other securities

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrant s, options, notes, or other securities
of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information
disclosed separately:

• market price per share of the underlying securities on the date of the sale
of that other security;

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 4

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under th e particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and
the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of underlying shar es on that date.

Comparison of issuer proceeds to potential investor profit
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the preferred security
transaction;

• all payments that have been made or that may be required to be made by the
issuer that are disclosed in  response to Comment 2;

• the resulting net proceeds to the issuer; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 5

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held by
the selling shareholders or any affiliates of the sell ing shareholders that is
disclosed in response to Comment 3 and Comment 4.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to Comment 2 and th e total possible discount to the market
price of the shares underlyi ng the convertible note, as disclosed in response to
Comment 3 divided by the net proceeds to  the issuer from the sale of the
convertible notes, as well as the amount of  that resulting percentage averaged
over the term of the convertible notes.
 Prior transactions between the i ssuer and the selling shareholders

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each
transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders;
• the number of shares of the class of securi ties subject to the transaction that were
issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full i ssuance), with the percentage calculated
by taking the number of shares issued a nd outstanding prior to the applicable
transaction and held by persons other than  the selling shareholders, affiliates of
the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuab le in connection with the applicable
transaction;

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 6
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of th e class of securities subject to the
transaction (reverse split adjusted, if necessary).

Comparison of registered sh ares to outstanding shares
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to  the preferred securities transaction
that are held by persons other than the selling shareholders, affiliates of the company, and affiliates of the selling shareholders;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been sold  in registered resa le transactions by
the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale  on behalf of the selling shareholders
or affiliates of the selling share holders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

The issuer’s intention and ability to make a ll note payments and the presence or absence
of short selling by the selling shareholders
8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to make all payments on the overlying securities; and

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 7

• whether – based on information obtained fr om the selling shareholders – any of
the selling shareholders have an existi ng short position in the company’s common
stock and, if any of the sell ing shareholders have an ex isting short pos ition in the
company’s stock, the following additional information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered
into that short position to the date of  the announcement of the convertible note
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the convertible note transa ction, before the filing or after the
filing of the registrati on statement, etc.).

Relationships between the issu er and selling shareholders
9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have
existed in the past three years or are to  be performed in the future between the
issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a
contractual relationship regarding the tr ansaction (or any pr edecessors of those
persons) – the information provided shoul d include, in reasonable detail, a
complete description of the rights and obligations of th e parties in connection with
the sale of the convertible notes; and
• copies of all agreements between the i ssuer (or any of its predecessors) and the
selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a c ontractual relationship regarding the
transaction (or any predecesso rs of those persons) in c onnection with the sale of
the convertible notes.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is pr esented in the prospectus and that all
agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.

Mr. Palmin
Nevelos Therapeutics, Inc. June 14, 2007 Page 8

The method by which the number of re gistered shares was determined

10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which the co mpany determined the number of shares
it seeks to register in connection with this registration statement.  In this regard, please ensure that the number of shares re gistered in the fee table is consistent
with the shares listed in the “Selling Sh areholders” section of the prospectus.

Information regarding institutional selling shareholders

11. With respect to the shares to be offere d for resale by each se lling security holder
that is a legal entity, plea se disclose the natural pers on or persons who exercise
the sole or shared voting and/or dispositive powers with respect to the shares to be
offered by that shareholder.

*  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that ke

CORRESP
1
filename1.htm

Novelos
Therapeutics, Inc.
One Gateway Center, Suite 504
Newton, MA
02458

Via EDGAR Submission

October  27,
2006

Ms.  Amy  C.  Bruckner

Staff Accountant
 Division of Corporate Finance – Mail Stop
6010
United States Securities and Exchange Commission

Washington, D.C. 20549

Dear Ms.
Bruckner:

This letter responds to the comments contained in your
letter dated October  24,  2006 addressed to the
undersigned concerning Item 4.02(a) of our Current Report on Form 8-K
filed October  24,  2006 (the
‘‘8-K’’). For your convenience we have
listed each comment and provided a response immediately below.

Comment 1

Please tell us whether you have
reconsidered, in accordance with Item 307 of Regulation S-B, the
adequacy of your previous assertions in your September
30,  2005 Form 10-QSB and December  31, 2005 Form 10-KSB
regarding your disclosure controls and procedures, particularly in
light of the restatement issue that you have described in this 8-K.

Response

During October  2006 we
reconsidered our previous assertions contained in our Form 10-QSB for
the quarter ended September  30,  2005 and our Form 10-KSB
for the year ended December  31,  2005 regarding our
disclosure controls and procedures. As a result of the restatement
described in the 8-K, we have determined that a material weakness
existed in our internal controls over financial reporting with respect
to the identification of and accounting for the beneficial conversion
feature of the preferred stock financing transaction. Due to this
material weakness in internal control over financial reporting, we have
now concluded that, as of September  30,  2005 and
December  31,  2005, our disclosure controls and procedures
were not effective at the reasonable assurance level.

Regarding
the material weakness in internal control over financial reporting
described above, in the fourth quarter of 2005 we identified the need
to establish the full-time position of Director of Finance. At that
time, we began discussions regarding permanent employment with a
consultant who had provided part-time finance and accounting services
to us for several years. Over the course of the next two months, this
individual worked to complete outstanding consulting engagements with a
view to becoming a full-time Novelos employee during the first quarter
of 2006. In February  2006 it became apparent to us that this
individual would be unable to accept this full-time role. We then
renewed our search and upgraded the required qualifications for a
suitable candidate. In April, 2006 we identified a candidate who is a
CPA with extensive experience at a ‘‘big
four’’ public accounting firm as well as substantial
public company experience at the management level in the areas of
finance and accounting, including the accounting for and reporting of
complex financial transactions. In May  2006, the candidate began
performing consulting services for us on a part-time basis and in
June  2006 the candidate accepted the position of Director of
Finance and Controller. Shortly after beginning employment, this
individual began an internal review of our historical financing
transactions. It was during the course of this review that the error
requiring the restatement was discovered. The Director of Finance and
Controller is performing a major role in ensuring the accuracy and
completeness of our financial reporting and the effectiveness of our
disclosure controls and procedures. We believe that the addition of
this individual in this key position has remediated the material
weakness in internal control over financial reporting described
above.

Accordingly, we will revise our evaluation
of controls and procedures in the amended Form 10-QSB for the quarter
ended September  30,  2005 and the amended Form 10-KSB for
the year ended December  31,  2005 and currently date the
certifications of the Chief Executive Officer and Chief Financial
Officer as required.

Comment 2

Please
also provide us with an estimated time-frame as to when you intend to
file the Form 10-QSB/A for the period ended September  30,
2005 and the Form 10-KSB/A for the year ended December
31,  2005.

Response

We anticipate
that the amended Form 10-QSB/A and amended Form 10-KSB/A will be filed
by November  3,  2006.

As requested in your
letter, Novelos Therapeutics, Inc. hereby acknowledges that:

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

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

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

If you have any questions, please call the undersigned at
(617) 244-1616, ext. 11.

Sincerely,

Novelos
Therapeutics,
Inc.

By:

/s/
Harry S. Palmin

Harry S.
Palmin

President and Chief Executive
Officer

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   October 24, 2006  Mr. Harry S. Palmin President and CEO Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458

 Re: Novelos Therapeutics, Inc.
 Item 4.02(a) Form 8 -K filed October 24, 2006
 File No. 333-119366

Dear Mr. Palmin:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02 (a) Form 8-K filed October 24, 2006

1. Please tell us whether you have reconsid ered, in accordance with Item 307 of
Regulation S-B, the adequacy of your pr evious assertions in your September 30,
2005 Form 10-QSB and December 31, 2005 Form 10-KSB regarding your disclosure controls and pro cedures, particularly in light  of the restatement issue
that you have described in this 8-K.

Mr. Harry S. Palmin
Novelos Therapeutics, Inc. October 24, 2006 Page 2
 2. Please also provide us with an estimated time-frame as to when you intend to file
the Form 10-QSB/A for the period ended September 30, 2005 and the Form 10-KSB/A for the year ended December 31, 2005.

*    *    *    *
Please provide us the information requested within 5 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 5-day
period. Detailed letters greatly f acilitate our review.  You shou ld furnish the letter to us
via EDGAR under the form type label CORRESP .  Please understand that we may have
additional comments after reviewin g your response to our comment.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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

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

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

CORRESP
1
filename1.htm

Common Horizons Acceleration Ltr

COMMON HORIZONS, INC.

February 28, 2005

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Ms. Amanda McManus

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

Mail Stop 0409

Via fax: 202-942-9635

Re:     Common Horizons,
Inc.

Registration Statement on Form SB-2

File No. 333-119366

Dear Ms. McManus:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Common Horizons, Inc. (the “Company”) hereby requests acceleration of the
effective date of its Registration Statement on Form SB-2 to 3:00 p.m. eastern
standard time on March 1, 2005, or as soon thereafter as is practicable.

The Company acknowledges the following:

    ·

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

    ·

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

    ·

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

Thank you for your assistance. Please call with any
questions.

Common Horizons, Inc.

By:

/s/ Edward F.
Panos

Edward F. Panos

President, Chief Executive Officer, Chief Financial Officer &
Director

620 Tam O’Shanter

Las Vegas, Nevada 89109

Tele: (702) 413-1205

1

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

      January 26, 2005

Mail Stop 0409

Edward F. Panos
President
Common Horizons, Inc.
620 Tam O`Shanter
Las Vegas, NV 89109

Re:	Common Horizons, Inc.
	Amendment No. 2 to Form SB-2, filed on January 14, 2005
	File No. 333-119366

Dear Mr. Panos:
      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
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 us at the telephone numbers listed
at
the end of this letter.
Form SB-2
Significant Employees, page 22

1. We note your response to prior comment 4.  Please file the Chef
Live agreement as an exhibit to your next amendment.

Security Ownership of Certain Beneficial Owners and Management,
page
22

2. We note your response to prior comment 5.  Similarly, please
supplementally tell us whether Mr. Oram`s ownership includes those
shares held by Carolyn, Douglas and Paul Oram.

Liquidity and Capital Resources, page 38

3. We note your response to prior comment 7 and your statements
that
you plan to list your stock or have your stock be approved for
listing.  Please revise the second paragraph to clarify that you
plan
to have your common stock "quoted" on the over-the-counter
bulletin
board and that a market for your common stock may never develop.

Financial Statements

4. With respect to our previous comment 9, we reiterate our
request
that you include audited financial statements as of and for a
period
ending within 135 days of the filing as you have existed for a
period
of less than one year.  Refer to Item 310(a) of Regulation S-B.

Other

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Jay Spinella, Staff Accountant, at (202) 942-7323
or
Steven Jacobs, Senior Staff Accountant, at (202) 824-5222 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Amanda McManus, Staff Attorney, at (202)
942-7184 or the undersigned at (202) 942-2987 with any other
questions.

Sincerely,

Peggy Kim
Senior Counsel

cc:	Chad Wiener, Esq. (via facsimile)
	Cane & Associates, LLP
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Common Horizons, Inc.
Page 3

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