SecProbe.io

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    April 8, 2026

    VIA EDGAR

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          RE:

            Galectin Therapeutics Inc.

              Registration Statement on Form S-3

              File No. 333-294782

              Filed March 31, 2026

    In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”), Galectin Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to April 10, 2026 at 4:00 p.m.,
      Eastern Time, or as soon as thereafter practicable. In making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under the Securities Act.

    Please call Brian Lee of Dentons US LLP at (212) 768-6926 to confirm the effectiveness of the Registration Statement or
      with any questions.

            Very truly yours,

            GALECTIN THERAPEUTICS INC.

            /s/ Jack W. Callicutt

            Jack W. Callicutt

            Chief Financial Officer

          cc:

            Brian Lee, Dentons US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 6, 2026

Joel Lewis
Chief Executive Officer and President
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, GA 30071

 Re: Galectin Therapeutics Inc.
 Registration Statement on Form S-3
 Filed March 31, 2026
 File No. 333-294782
Dear Joel Lewis:

 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: Brian Lee, Esq.
</TEXT>
</DOCUMENT>

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      April 20, 2023

      VIA EDGAR

      Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Arzhang Navai

              RE:

              Galectin Therapeutics Inc.

              Registration Statement on Form S-3

              File No. 333-271278

              Filed April 14, 2023

      In accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Galectin
        Therapeutics Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Monday, April 24, 2023 at 4:00 p.m., Eastern Time, or as
        soon as thereafter practicable.

      Please call Brian Lee of Dentons US LLP at (212) 768-6926 to confirm the effectiveness of the Registration Statement or with any
        questions.

              Very truly yours,

              Galectin Therapeutics Inc.

              /s/ Joel Lewis

              Joel Lewis

              Chief Executive Officer

          cc:     Brian Lee, Dentons US LLP

United States securities and exchange commission logo
April 19, 2023
Joel Lewis
Chief Executive Officer and President
GALECTIN THERAPEUTICS INC
4960 Peachtree Industrial Blvd., Suite 240
Norcross, GA 30071
Re:GALECTIN THERAPEUTICS INC
Registration Statement on Form S-3
Filed April 14, 2023
File No. 333-271278
Dear Joel Lewis:
            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 Arzhang Navai at 202-551-4676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Lee

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CORRESP

 May 19, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
Galectin Therapeutics Inc.

 Registration Statement on Form S-3

File No. 333-238151

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galectin Therapeutics Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to
accelerate the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. Eastern Time, on Thursday, May 21, 2020, or at such later time as the Company or its counsel,
Dentons US LLP, may orally request via telephone call to the staff (the “Staff”) of the Commission. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

 If you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Robert Tritt at (404) 527-8130 or Mr. Derek Swanson at (404) 527-4929 at Dentons US, LLP.

Very truly yours,

 /s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

United States securities and exchange commission logo
May 18, 2020
Jack W. Callicutt
Chief Financial Officer
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd.
Suite 240
Norcross, GA 30071
Re:Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed May 11, 2020
File No. 333-238151
Dear Mr. Callicutt:
            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

August 19, 2019
Harold Shlevin, Ph.D.
Chief Executive Officer
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, GA 30071
Re:Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed August 9, 2019
File No. 333-233193
Dear Mr. Shlevin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Robert E. Tritt, Esq.

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CORRESP

 VIA EDGAR

 August 20,
2019

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

Re:
 Galectin Therapeutics, Inc.

Registration on Form S-3

File No. 333-233193

Ladies and Gentlemen:

 In
accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at
9:00 AM on August 22, 2019, or as soon thereafter as is practicable.

 If you have any further comments or require any further
information or if any questions should arise in connection with this submission, please call Mr. Robert Tritt at (404) 527-8130 or Mr. Brian Lee at (212)
768-6926 at Dentons US, LLP.

Sincerely,

 /s/ Jack W. Callicutt.

Jack W. Callicutt

Chief Financial Officer

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CORRESP

 April 12, 2019

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
Galectin Therapeutics, Inc.

 Registration Statement on Form S-3/A

File No. 333-230085

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galectin Therapeutics, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. Eastern Time, on Friday, April 12, 2019, or at such later time as the Company or its counsel, Dentons US LLP,
may orally request via telephone call to the staff (the “Staff”) of the Commission. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

If you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Robert Tritt at (404) 527-8130 or Mr. Brian Lee at (212) 768-6926 at Dentons US, LLP.

Very truly yours,

 /s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

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CORRESP

 April 10, 2019

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

Re:
 Galectin Therapeutics, Inc.

Registration Statement on Form S-3/A

File No. 333-230085

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galectin Therapeutics, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 3:00 p.m. Eastern Time, on Wednesday, April 10, 2019, or at such later time as the Company or its counsel, Dentons US
LLP, may orally request via telephone call to the staff (the “Staff”) of the Commission. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

If you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Robert Tritt at (404) 527-8130 or Mr. Brian Lee at (212) 768-6926 at Dentons US, LLP.

Very truly yours,

/s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

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CORRESP

 April 10, 2019

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0405

Re:
 Galectin Therapeutics, Inc.

 Registration Statement on Form S-3/A

 File No. 333-230085

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on April 10, 2019, in which we, Galectin Therapeutics, Inc., (the “Company”) requested, pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, that the above-referenced
registration statement be accelerated to 3:00 p.m., Eastern Time, on Wednesday, April 10, 2019, or as soon thereafter as practicable.

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

Very truly yours,

/s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

March 8, 2019
Harold Shlevin
Chief Executive Officer
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, GA 30071
Re:Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed March 6, 2019
File No. 333-230085
Dear Dr. Shlevin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Robert E. Tritt

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CORRESP

 September 6, 2018

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
Galectin Therapeutics, Inc.

 Registration Statement on Form S-3/A

File No. 333-226402

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, Galectin Therapeutics, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective
date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. EDT, on Monday, September 10, 2018, or as soon thereafter as practicable. The Company also requests that the Commission
specifically confirm such effective date and time to the Company and the undersigned.

 In connection with the acceleration request, the
Company hereby acknowledges that: (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call Mr. Robert Tritt at (404) 527-8130 or Mr. Douglas Eingurt at (404) 527-4056 at Dentons US, LLP.

Very truly yours,

 /s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

August 10, 2018
Harold Shlevin, Ph.D.
Chief Executive Officer and President
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071
Re:Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed July 27, 2018
File No. 333-226402
Dear Dr. Shlevin:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed July 27, 2018
General
1.We note that the Line of Credit Warrant has not vested with respect to 500,000 of the
1,000,000 registered shares of common stock underlying the Line of Credit Warrant.  It is
premature to register in a secondary offering common stock underlying convertible
securities if the investor is not irrevocably bound to purchase those securities.  Please
revise your registration statement to remove the 500,000 shares of common stock
underlying the Line of Credit Warrant that have not yet vested.  For guidance, refer to
Compliance Disclosure Interpretations, Securities Act Sections, Question 139.11.

 FirstName LastNameHarold  Shlevin, Ph.D.
 Comapany NameGalectin Therapeutics Inc.
 August 10, 2018 Page 2
 FirstName LastName
Harold  Shlevin, Ph.D.
Galectin Therapeutics Inc.
August 10, 2018
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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Robert E. Tritt - Dentons US LLP

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CORRESP

 May 31, 2017

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
Galectin Therapeutics, Inc.

 Registration Statement on Form S-3

File No. 333-218112

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, Galectin Therapeutics, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date
of the above-referenced Registration Statement and declare such Registration Statement effective as of 4:00 p.m. EDT, on June 1, 2017, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such
effective date and time to the Company and the undersigned.

 In connection with the acceleration request, the Company hereby acknowledges
that: (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any further comments or require any further information or if any questions should
arise in connection with this submission, please call Mr. Robert Tritt at (404) 527-8130 or Mr. John Griffee at (404) 527-4157 at Dentons US, LLP.

 Very truly yours,

/s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial Officer

May 30, 2017
Peter G. Traber
Chief Executive Officer and President
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd, Suite 240
Norcross, Georgia 30071
Galectin Therapeutics Inc.
Registration Statement on Form S-3
Filed May 19, 2017
File No. 333-218112Re:
Dear Dr. Traber:
        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 Jeffrey Gabor at (202) 551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare and
Insurance

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CORRESP

 September 7, 2016

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
Galectin Therapeutics, Inc.

 Registration Statement on Form S-3

File No. 333-213138

 Ladies and
Gentlemen:

 Pursuant to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, Galectin
Therapeutics, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare such Registration Statement
effective as of 4:00 p.m. EDT, on September 9, 2016, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

In connection with the acceleration request, the Company hereby acknowledges that: (i) should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have
any further comments or require any further information or if any questions should arise in connection with this submission, please call Mr. Robert Tritt at (404) 527-8130 or Mr. Douglas Eingurt at (404) 527-4056 at Dentons US,
LLP.

Very truly yours,

 /s/ Jack W. Callicutt

Jack W. Callicutt

Chief Financial Officer

August 23, 2016

Jack W. Callicutt
Chief Financial  Officer
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071

Re: Galectin  Therapeutics Inc.
  Registration Statement on Form S-3
Filed  August 15, 2016
  File No.  333-213138

Dear Mr. Callicutt :

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

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

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

Important Information Incorporated by Reference, page 14

1. We note that you have i ncorporated by reference your Form 10 -K for the fiscal year
ended December 31, 2015 and that your Form 10 -K incorporates Part III information by
reference to your definitive proxy statement.  We also note that instead of providing Part
III information in a  definitive proxy statement, you provided it in a Form 10 -K/A filed on
April 29, 2016.  Please revise your registration statement to incorporate by reference the
Form 10 -K/A filed on April 29, 2016.

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.

Jack W. Callicutt
Galectin Therapeutics Inc.
August 23, 2016
Page 2

 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 Commiss ion 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 ac curacy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

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

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Robert E. Tritt
 Dentons US LLP

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CORRESP

 January 8, 2016

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

        Re:

 Galectin Therapeutics, Inc.

Registration Statement on Form S-3

 File
No. 333-208674

 Ladies and Gentlemen:

Pursuant to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, Galectin Therapeutics, Inc. (the
“Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above- referenced Registration Statement and declare such Registration Statement effective as of 4:00
p.m. EDT, on January 12, 2016, or as soon thereafter as practicable. The Company also requests that the Commission specifically confirm such effective date and time to the Company and the undersigned.

In connection with the acceleration request, the Company hereby acknowledges that: (i) should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have
any further comments or require any further information or if any questions should arise in connection with this submission, please call Mr. Robert Tritt at (404) 527-8130 or Mr. Steve Berson at (404) 527-4380 at Dentons US, LLP.

Very truly yours,

/s/ Jack W. Callicutt

 Jack W. Callicutt

 Chief Financial
Officer

Mail Stop 4720
January 8, 2016

Peter G. Traber, M.D.
Chief Executive Officer and President
Galectin Therapeutics Inc.
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071

Re: Galectin Therapeutics Inc.
  Registration Statement on Form S-3
Filed  December 21, 2015
  File No.  333-2086 74

Dear Dr. Traber :

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 with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation

Peter G. Traber, M.D.
Galectin Therapeutics Inc.
January 8, 2016
Page 2

 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 .

Please  contact Michael Gershon at (202) 551 -6598 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: Robert E. Tritt , Esq.

December 20, 2011
 Via E-mail

Peter G. Traber, M.D. Chief Executive Officer and President Galectin Therapeutics Inc. 7 Wells Avenue Newton, MA  02459
Re: Pro-Pharmaceuticals, Inc., now kn own as Galectin Therapeutics Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 15, 2011
  File No. 001-31791

Dear Dr. Traber:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey Riedler Assistant Director

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Correspondence

 Galectin Therapeutics Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 Via
EDGAR

 December 19, 2011

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4628

 Attention: Jeffrey Riedler. Assistant Director

Re:
Pro-Pharmaceuticals, Inc., now known as Galectin Therapeutics Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed March 15, 2011

 File No. 001-31791

Dear Mr. Riedler:

 This
letter is submitted on behalf of Galectin Therapeutics Inc. (the “Company” or “we”) in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”
or “you”) dated December 16, 2011 (the “Comment Letter”) with respect to the Company’s Form 10-K noted above (the “2010 Form 10-K”).

 For reference purposes, the text of the Comment Letter has been reproduced herein with a response below the comments. For your convenience, we have italicized each comment and have placed in boldface the
heading of our response thereto.

 Signatures

1.
We note you have not identified the principal executive officer, principal financial officer and principal accounting officer or controller of the registrant among
the signatories. If Messrs. Zucconi and Squeglia signed the filing in these capacities, respectively, please so advise us and confirm that all required signatories will properly execute future filings on Form 10-K and that you will identify which
persons have signed in the required capacities, i.e., principal executive officer, principal financial officer, principal accounting officer or controller and director. Alternatively, if Messrs. Zucconi and Squeglia were not acting in such
capacities, please amend your Form 10-K to have your principal executive officer, principal financial officer and principal accounting officer or controller sign your Form 10-K. See Instruction D.2(a) of Form 10-K for further information.

 Securities and Exchange Commission

 December 19, 2011

 Page 2

 Response to Comment No. 1:

 With respect to Instruction D.2(a) for Form 10-K, we advise you that Dr. Zucconi signed the Company’s 2010 Form 10-K in his capacity as principal executive officer and Mr. Squeglia signed
the 2010 Form 10-K in his capacity as principal financial officer and principal accounting officer. We confirm that all required signatories will properly execute future filings on Form 10-K and that we will expressly identify which persons have
signed in the capacities required by Instruction D.2(a).

 Please contact me at 617.559.0033 or our counsel, Jonathan Guest, of
McCarter & English LLP, at 617.449.6598 if you have any questions regarding our responses.

Sincerely,

 /s/ Anthony D. Squeglia

Anthony D. Squeglia.

Chief Financial Officer

December 16, 2011
 Via E-mail

Peter G. Traber, M.D. Chief Executive Officer and President Galectin Therapeutics Inc. 7 Wells Avenue Newton, MA  02459
Re: Pro-Pharmaceuticals, Inc., now kn own as Galectin Therapeutics Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 15, 2011
  File No. 001-31791

Dear Dr. Traber:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to our comment, we may have additional comments.

Signatures

1. We note you have not identified the principal executive officer, princi pal financial officer
and principal accounting officer or controller of the registrant among the signatories.  If
Messrs. Zucconi and Squeglia signed the filing in these capacities, respectively, please so
advise us and confirm that all required signatories will properly execute future filings on Form 10-K and that you will identify which persons have signed in the required capacities, i.e., principal executive officer , principal financial officer, principal
accounting officer or controller  and director.  Alternativ ely, if Messrs. Zucconi and
Squeglia were not acting in such capacities , please amend your Form 10-K to have your
principal executive officer, prin cipal financial officer and pr incipal accounting officer or
controller sign your Form 10-K.   See Inst ruction D.2(a) of Form 10-K for further
information.  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

Peter G. Traber Galectin Therapeutics Inc. December 16, 2011 Page 2

 possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

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

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

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please contact Karen Ubell, Staff Attorne y, at (202) 551-3873, Jennifer Riegel, Special
Counsel, at (202) 551-3575 or me at  (202) 551-3715 with any questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey Riedler Assistant Director

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SEC Letter

 PRO-PHARMACEUTICALS, INC.

7 Wells Avenue

 Newton, Massachusetts 02459

 April 25, 2010

By EDGAR

 Sebastian Gomez Abero

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Pro-Pharmaceuticals, Inc.

Registration Statement on Form S-3

 Filed March 16, 2011

 File No. 333-172849

Dear Mr. Gomez Abero:

Pursuant to Rule 461 under the Securities Act of 1933, the undersigned registrant (the “Registrant”) hereby respectfully
requests that the above-referenced Registration Statement on Form S-3 be declared effective at 3:00 p.m. (Washington, D.C. time) on Monday, May 2, 2011, or as soon as practicable thereafter. The Registrant is aware of its
obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

 In connection
with the Registrant’s request for acceleration of effectiveness of the above-referenced Registration Statement on Form S-3, the Registrant acknowledges that:

•

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

•

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

•

 the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

 If you have any questions regarding this request, please contact the
undersigned at (617) 559-0033 or Jonathan C. Guest of McCarter & English LLP at (617) 449-6598.

 Sincerely,

 PRO-PHARMACEUTICALS, INC.

By:  /s/  Anthony D.
Squeglia

 Name: Anthony D. Squeglia

 Title: Chief Financial Officer

CORRESP
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Correspondence

 Pro-Pharmaceuticals, Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 Via
EDGAR and U.S. Mail

 April 13, 2011

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

 Attention: Jeffrey Riedler. Assistant Director

Re:
Pro-Pharmaceuticals, Inc.

Registration Statement on Form S-3

 Filed March 16, 2011

 File No. 333-172849

Dear Mr. Riedler:

 This
letter is submitted on behalf of Pro-Pharmaceuticals, Inc. (the “Company” or “we”) in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”
or “you”) dated March 22, 2010 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3 (the “Registration Statement”), which was filed on March 16, 2011.

For reference purposes, the text of the Comment Letter has been reproduced herein with a response below the comments. For your
convenience, we have italicized each comment and have placed in boldface the heading of our response thereto.

 Incorporation of Certain
Documents by Reference, page 18

1.
Your registration statement incorporates by reference your Annual Report on Form 10-K for the fiscal year ended December 31, 2010. However, the Form 10-K does
not contain the required Part III information. Please amend your filing to include the required Part III information, or file a Proxy Statement to incorporate this information into your filing by reference. Your filing must be complete before we
take final action on the registration statement.

 Response to Comment No. 1

We filed a definitive proxy statement on April 12, 2011 (the “Definitive Proxy Statement”) that involves the election of
directors. Pursuant to instruction G of Form 10-K, the information required by Part III of Form 10-K may be incorporated by reference from such a definitive proxy statement if filed with the Commission within 120 days after the end of the fiscal
year covered by the Form 10-K. On March 15, 2011, we filed our Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) which was incorporated by reference into the Registration Statement. Because we
filed the Definitive Proxy Statement within 120 days of our fiscal year, the information required by Part III of our Form 10-K may be incorporated into the Registration Statement by reference from the Definitive Proxy Statement. Accordingly, we have
complied with your Comment No. 1.

 Please contact me at 617.559.0033 or our counsel, Jonathan Guest, at 617.449.6598 if
you have any questions regarding our response.

Sincerely,

 /s/ Peter G. Traber

 Peter G. Traber, M.D.

 Chief
Executive Officer and President

March 22, 2011

Theodore D. Zucconi, Ph.D.  Chief Executive Officer
Pro-Pharmaceuticals, Inc.
7 Wells Avenue  Newton, Massachusetts 02459
Re: Pro-Pharmaceuticals, Inc.
  Registration Statement on Form S -3
Filed  March 16, 2011
  File No.  333-172849
 Dear Dr. Zucconi :
 We have limited our review of your registration statement to the issue  we have addressed
in our comment .  Please respond to this letter by amending your registration statement and
providing the requested information.  If you do not believe our comment applies  to your facts
and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your registration statement and the information you
provide in response to this comm ent, we may have  additional comments.

Incorporation of Certain Documents by Reference, page 18

1. Your registration statement incorporates by reference your Annual Report on Form 10- K
for the fiscal year ended December 31, 2010.  However, the Form 10 -K does not contain
the required Part III information .  Please amend your filing to include the required Part III
information, or file a Proxy Statement to incorpo rate this information into your filing by
reference.  Your filing must be complete before we take final action on the registration statement.

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

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

Theodore D. Zucconi, Ph.D.  Pro-Pharmaceuticals, Inc.
March 22, 2011
Page 2

• 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 e ffectiveness 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 ac celeration 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 re late to the proposed
public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact S ebastian Gomez Abero  at (202) 551- 3578 or me at (202) 551- 3715 with
any questions.          Sincerely,
           Jeffrey P. Riedler
        Assistant Director
  cc: Jonathan C. Guest , Esq.
McCarter English,  LLP
265 Franklin Street
Boston, Massachusetts 02110

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Accelaration Request

 PRO-PHARMACEUTICALS,
INC.

 7 Wells Avenue

 Newton, Massachusetts 02459

 October 28, 2010

 By EDGAR

 Sebastian
Gomez Abero

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Pro-Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-169463

 Dear Mr. Abero
Gomez:

 Pursuant to Rule 461 under the Securities Act of 1933, the undersigned registrant (the “Registrant”)
hereby respectfully requests that the above-referenced Registration Statement on Form S-1 be declared effective at 3:00 p.m. (Washington, D.C. time) on Monday, November 1, 2010, or as soon as practicable thereafter. The
Registrant is aware of its obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

 In connection with the Registrant’s request for acceleration of effectiveness of the above-referenced Registration Statement on Form S-1, the Registrant acknowledges that:

•

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

•

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

•

 the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

 If you have any questions regarding this request, please contact the
undersigned at (617) 559-0033 or Jonathan C. Guest of McCarter & English LLP at (617) 449-6598.

 Sincerely,

PRO-PHARMACEUTICALS, INC.

By:

/s/ Anthony D. Squeglia

Name:

Anthony D. Squeglia

Title:

Chief Financial Officer

October 14, 2010

Theodore D. Zucconi, Ph.D.  Chief Executive Officer and President  Pro-Pharmaceuticals, Inc.  7 Wells Avenue
Newton, Massachusetts 02459

Re: Pro-Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed September 17, 2010
  File No. 333-169463

Dear Dr. Zucconi:
 We have reviewed your October 5, 2010 re sponse to our September 27, 2010 comment
letter and have the following comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment,  we may have additional comments.
 General

1. Please amend your registration statement to disclose the information you provided in response to our prior comments 2 through 9.  With respect to our prior comment 7, we
believe the information you provided in the th ree bullet points should be disclosed in the
registration statement.

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

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
October 14, 2010 Page 2

Please contact Sebastian Gomez Abero at ( 202) 551-3578 or Daniel Greenspan at (202)
551-3623 with any questions.
Sincerely,
       Jeffrey Riedler
Assistant Director

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Response Letter

 Pro-Pharmaceuticals, Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 Via
EDGAR

 October 8, 2010

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628 U.S.A.

 Attention:
Tabatha Akins, Staff Accountant

Re:
Pro-Pharmaceuticals, Inc.

Form 8-K

Filed September 30, 2010

File No. 001-31791

 Dear Ms Akins:

 In response to your request in your comment letter, dated October 1, 2010, with respect to
Pro-Pharmaceuticals, Inc. (the “Company” or “we”) Form 8-K Current Report, which was filed on September 30, 2010, and the Company’s response to your comment letter, dated
October 6th, 2010, we acknowledge that:

•

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

•

 Staff comment 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 comment 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 do not hesitate to contact me at
(617) 559-0033 or on my cell at (603) 512-6593.

 Sincerely,

/s/ Anthony Squeglia

Chief Financial Officer

October 8, 2010

Anthony D. Squeglia
Chief Financial Officer
Pro Pharmaceuticals, Inc.
7 Wells Avenue
Newton, M A 02459

Re: Pro Pharmaceuticals, Inc.
 Form 8-K
Filed September 30, 2010
File No. 001-31791

Dear Mr. Squeglia :

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

        Sincerely,

        Tabatha Akins
Staff Accountant

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SEC Comment Letter

 Pro-Pharmaceuticals, Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 Via
EDGAR

 October 6, 2010

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628 U.S.A.

 Attention:
Tabatha Akins, Staff Accountant

Re:
Pro-Pharmaceuticals, Inc.

 Form
8-K

 Filed September 30, 2010

File No. 001-31791

 Dear Ms
Akins:

 This letter is submitted on behalf of Pro-Pharmaceuticals, Inc.(the “Company” or “we”) in response
to the comments of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff” or “you”) dated October 1, 2010 (the “Comment Letter”) with respect to the
Company’s Form 8-K Current Report (the “Report”), which was filed on September 30, 2010.

 For reference
purposes, the text of the Comment Letter has been reproduced herein with a response below the comments. For your convenience, we have italicized each comment and have placed in boldface the heading of our response thereto.

Item 4.01a) Changes in Registrant’s Certifying Accountant.

1.
Your disclosure indicates that you were notified on July 21, 2010 that McGladrey & Pullen LLP had acquired certain assets from Caturano &
Company, Inc. It appears that an Item 4.01 8-K was not filed within 4 business days of the date of the dismissal of your former auditors. Please confirm that you understand that your delinquency may impact your eligibility requirements for
filing Form S-3.

 Response to Comment No. 1

On July 21, 2010, Pro-Pharmaceuticals, Inc.’s (the “Company”) independent registered public accounting firm, Caturano
and Company, Inc. (“Caturano”), notified the Company that effective July 20, 2010, McGladrey & Pullen, LLP (“McGladrey”) acquired certain assets of Caturano.

As the second sentence of the Form 8-K states, on September 29, 2010, two events occurred: Caturano resigned as the independent
registered public accounting firm for the

 Securities and Exchange Commission

October 6, 2010

  Page
 2

Company and, concurrent with such resignation, McGladrey was appointed by the Company as its new independent registered public accounting firm on September 29, 2010. Please note that,
subsequent to the closing of the acquisition of certain of Caturano’s assets, Caturano continues to survive as a registered public accounting firm.

We understand that the requirement in Item 304(a)(1)(i) of Regulation S-K indicates that a Form 8-K must be filed when an
independent accountant who was previously engaged as the principal accountant to audit the registrant’s financial statements either (1) resigns, (2) indicates that it declines to stand for reelection, or (3) is dismissed. As of
July 21, 2010, none of those actions had occurred. As such, we do not believe that the notification of the acquisition of Caturano by McGladrey constitutes our dismissal of, or the resignation of, Caturano as our independent registered public
accounting firm. In point of fact, Caturano continued to be engaged as the Company’s independent registered public accounting firm and reviewed our Second Quarter Form 10-Q filed with SEC on August 13, 2010 in accordance with Statement on
Auditing Standards (SAS) 100, Interim Financial Information. Caturano also reviewed and permitted the Company to file Caturano’s consent as an exhibit to the Company’s S-1 filed with the SEC on September 17, 2010. The Company
continued to engage Caturano until September 29, 2010, at which time Caturano indicated to us that the client-auditor relationship had ceased (refer to the attached “Letter Confirming the Cessation of Client-Auditor Relationship”) and
the Audit Committee of the Company approved the appointment of McGladrey.

 Your correspondence indicates that our S-3
eligibility may be affected. We believe that our Form 8-K was filed timely — within four business days of both the resignation of Caturano and the appointment of McGladrey — and, therefore, our eligibility to otherwise have the ability to
file on Form S-3 should not be impacted.

 If you have any questions, please do not hesitate to contact me at
(617) 559-0033 or on my cell at (603) 512-6593.

Sincerely,

/s/ Anthony Squeglia

 Chief Financial Officer

 Pro-Pharmaceuticals, Inc.

Attachment: Letter Confirming the Cessation of Client-Auditor Relationship, dated September 29, 2010.

 September 29, 2010

Mr. Steven Prelack

 Chairman of the Audit
Committee

 Pro-Pharmaceuticals, Inc.

7 Wells Avenue

 Newton, MA 02459

Dear Mr. Prelack:

 This
is to confirm that the client-auditor relationship between Pro-Pharmaceuticals, Inc. (Commission File Number 000-32877) and Caturano and Company, Inc. (formerly Caturano and Company, P.C.) has ceased.

Sincerely,

 CATURANO AND COMPANY, INC.

cc:
Office of the Chief Accountant

Securities and Exchange Commission

secpsletters@sec.gov

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Correspondence

 Pro-Pharmaceuticals, Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 Via
EDGAR and U.S. Mail

 October 5, 2010

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628 U.S.A.

 Attention:
Jeffrey Riedler. Assistant Director

Re:
Pro-Pharmaceuticals, Inc.

Registration Statement on Form S-I

Filed September 17, 2010

File No. 333-169463

 Dear
Mr. Riedler:

 This letter is submitted on behalf of Pro-Pharmaceuticals, Inc. (the “Company” or “we”)
in response to the comments of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff” or “you”) dated September 27, 2010 (the “Comment Letter”) with respect to
the Company’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed on September 17, 2010.

For reference purposes, the text of the Comment Letter has been reproduced herein with a response below the comments. For your
convenience, we have italicized each comment and have placed in boldface the heading of our response thereto.

 General

1.
We note that you are registering the sale of 52,254,130 shares. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the
offering and the selling shareholders, the transaction appears that it may be a primary offering. Because you would not be 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) on Form 5-1. As a result, if this offering is deemed to be a primary offering, you must:

•

 file a registration statement for the “resale” offering at the time of each conversion of preferred stock or exercise of warrants because
you are not eligible to conduct the offering on a delayed or continuous basis under Rule 41 5(a)(1)(x);

 Securities and Exchange Commission

October 5, 2010

  Page
 2

•

 identify the selling shareholders as underwriters in the registration statement; and

•

 include the fixed price at which the deemed underwriters will sell the securities.

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 4l5(a)(l)(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/ok their affiliates in fees or other payments;

•

 The discount at which the shareholders will purchase the common stock underlying the convertible preferred stock and warrants upon conversion
and exercise, respectively; and

•

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

Response to Comment No. 1

Rule 415 provides that “(a) [s]ecurities may be registered for an offering on a continuous or delayed basis in the future, provided
that (1) the registration statement pertains only to (i) [s]ecurities which are to be offered or sold solely by or on behalf of … persons other than the registrant, …” These are commonly referred to as secondary offerings.
We have reviewed the Staff’s guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations Question 612.09 that identifies certain factors to consider in determining whether “an offering styled as a secondary one is
really on behalf of the issuer” and note its comment that the facts and circumstances of a transaction are critical to the determination. We also are aware that in recent years the Staff has raised concerns, usually with respect to PIPE
transactions, that selling stockholders may be acting as underwriters and that the resale shelf transaction is an indirect primary offering where a significant percentage, such as greater than one third of the public float, is sought to be
registered for resale.

 Securities and Exchange Commission

October 5, 2010

  Page
 3

 The totality of the facts and circumstances demonstrate that in this case the selling
stockholders listed in the Registration Statement are not acting as underwriters or conduits for the Company. Although the number of shares subject to the Registration Statement exceeds one-third of the public float, we respectfully submit that this
should not be the determinative factor. We believe this factor is outweighed by the following:

•

 The Registration Statement names three selling stockholders, the principal one being the 10X Fund, L.P. (“10X Fund”) which owns or has
rights to acquire more than 99% of the shares of the common stock of the Company (the “Common Stock” offered for resale in the Registration Statement (the “Resale Shares”). Of the approximately 52,000,000 Resale
Shares that the 10X Fund is offering to sell, 48,000,000, or more than 92%, of the Resale Shares cannot be sold until the 10X Fund actually acquires the shares of Common Stock (the “Underlying Shares”) by converting its shares of
the Company’s Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock (collectively, the “Series B Preferred”) and exercising the related warrants (the “Series B Related Warrants”).

•

 The 10X Fund and the Company entered into definitive agreements dated February 12, 2009 (the “Sale Date”) for the issuance and
sale of the Series B Preferred and Series B Related Warrants (collectively, the “Purchased Securities”), which were acquired in a series of tranches. The Company was actively pursuing other financing opportunities in the first
quarter of 2009, including a rights offering, and the principals of the 10X Fund were not then directors of the Company; accordingly, it conducted the negotiations with the 10X Fund at arms’ length. The terms of the acquisition of the Purchased
Securities, including purchase price, were “fixed” in the transaction documents as of the Sale Date (which specified $0.50 as the conversion price for the Series B Preferred and as the exercise price for the Series B Related Warrants when
the trading price of the Underlying Shares was $0.20) notwithstanding that the 10X Fund elected to complete its acquisition in tranches.

•

 The three selling stockholders named in the Registration Statement are not a “group” within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934. David Platt, Ph.D., although a founding stockholder and former chief executive officer resigned from the Company on the Sale Date and since then has had no relation with the Company other than as a stockholder. He
and the third selling stockholder acquired their securities (described in Response No. 7 below) in a transaction separate from and prior to that of the 10X Fund.

•

 The intention of 10X Fund to be a long-term investor in the Company, rather than a purchaser who could be deemed an underwriter by virtue of seeking an
immediate resale “exit” from its investment, is apparent from several factors:

•

 First, during the approximately 18-month period since the Sale Date, the 10X Fund has neither converted nor exercised any of the Purchased Securities
to acquire Underlying Shares, nor during such period has it sold under Rule 144 any shares of Common Stock that it received as stock dividends on the Series B Preferred. Not until May 2010 (and after nearly all tranches of the Purchased Securities)
has the trading price of the Common Stock consistently exceeded $0.50

 Securities and Exchange Commission

October 5, 2010

  Page
 4

•

 Second, as a condition to the investment, the 10X Fund required the replacement of four of the nine members of the Company’s Board of Directors,
of which two of the four Board positions are nominated and elected by the 10X Fund as sole holder of the Series B Preferred which votes as a separate class on this matter. Although one or more of the new Board members may also be limited partners of
the 10X Fund, they were selected primarily because they are public company veteran executives or well-known for their expertise in drug and business development and related regulatory matters. Following their appointment to fill vacancies created by
the resignations of four former members of the Board, the new Board members were elected at the 2009 and 2010 annual stockholders meetings.

•

 Third, 10X Fund negotiated to structure the Purchased Securities to create a long-term investment incentive. For example, each share of Series B
Preferred, purchased for $2.00, converts at a fixed ratio to four Underlying Shares (1:4) rather than at a floating rate discounted relative to the then-trading price of the Common Stock. In addition, the exercise price for the Series B Related
Warrants was fixed at $0.50 per share (250% of the $0.20 Common Stock trading price on the Sale Date) so as to avoid triggering full-ratchet anti-dilution exercise price protection of warrants previously sold by the Company. Two classes of the
Series B Related Warrants contain a mandatory exercise “window” that starts when the Company’s Common Stock trading price reaches certain levels such that, if exercised, the Company receives cash proceeds or, if declined the warrants
expire, thus preventing further stockholder dilution. These factors make clear that 10X Fund acquired the Purchased Securities with an intent to “restart” the Company and without any certainty or contractual assurances that it would ever
be economic to convert or exercise these securities.

•

 Although the 10X Fund would likely be deemed an affiliate of the Company by virtue of its rights contained in the certificate of designation for the
Series B Preferred and percentage of its stock ownership, the limited trading volume and relatively low trading price of the Common Stock prevent 10X Fund, as a practical matter, from aggressively exiting its investment for the foreseeable future.

 Securities and Exchange Commission

October 5, 2010

  Page
 5

•

 The 10X Fund purchased, for net proceeds of $5.53 million, 3,000,000 shares of Series B Preferred convertible to 12,000,000 Underlying Shares and
Series B Related Warrants exercisable to purchase 36,000,000 Underlying Shares. Insofar as the closing price of the Common Stock was $0.20 per share on the Sale Date, representing approximately $2,400,000 in market value for 12,000,000 Underlying
Shares issuable had the 10X Fund then converted its shares of Series B Preferred, it is clear the net proceeds of the investment substantially exceeded the then value of the Underlying Shares. Moreover, as long as a registration statement is in
effect with respect to the 36,000,000 Resale Shares issuable upon exercise of the Series B Related Warrants, the warrants are exercisable solely for cash, which if fully exercised would result in an additional $18,000,000 to the Company.

•

 None of the selling stockholders is in the business of buying and selling securities. To our knowledge, the 10X Fund has not invested in any other
company.

 Based on the foregoing facts and circumstances, we believe the transaction subject to the
Registration Statement is a secondary offering eligible to be made under Rule 415(a)(1)(i) and that the selling stockholders should not be deemed underwriters.

Dollar value of underlying securities

2.
Please provide us, with a view toward disclosure in the prospectus, with the total dollar value of the securities underlying the convertible preferred stock that you
have registered for resale (using the number of underlying securities that you have registered for resale and the market price per share for those securities on the date of the sale of the convertible preferred stock).

Response to Comment No. 2

Based on the $0.20 market price of the Underlying Shares on the Sale Date, the total dollar value of 12,000,000 Underlying Shares relative
to the Series B Preferred was $2,400,000, an amount that is substantially less than the $6,000,000 paid for the Purchased Securities.

Payments to the investor and affiliates

3.
Please provide us, with a view toward disclosure 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 make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual
relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “replacement agents,” and any other payments or potential payments). Please provide footnote disclosure of
the terms of each such payment. Please do not include any repayment of the convertible preferred stock in this disclosure.

 Securities and Exchange Commission

October 5, 2010

  Page
 6

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

 Response to Comment No. 3

Please see the table below which sets forth payments we made to or on behalf of the 10X Fund as of the first anniversary (February 12,
2010) of the Sale Date and as of the sale of the final tranche of the Purchased Securities (May 10, 2010). We did not pay any amounts to its affiliates. We have no further payment obligations to or on behalf of the 10X Fund in connection with the
sale of the Purchased Securities. The net proceeds to us was $5,532,955.

Paid as of First
Anniversary of Sale Date

Total Paid

 Origination Fee (3%) paid to 10X Fund

$
143,550

$
180,000

 10X Fund counsel fee

130,410

150,285

 Other professional & consulting fees of 10X Fund

84,761

88,661

 Other 10X Fund expenses

47,558

48,099

$
406,279

$
467,045

 Potential profits on conversion

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

•

 the total possible profit the selling shareholders could ±realize as a result of the conversion discount for the securities underlying the
convertible preferred stock, presented in a table with the following information disclosed separately:

•

 the market price per share of the securities underlying the convertible preferred stock on the date of the sale of the convertible preferred
stock;

•

 the conversion price per share of the underlying securities on the date of the sale of the convertible preferred stock, calculated as follows:

•

 if the conversion price per share is set at a fixed price, use the price per share established by the convertible 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 convertible preferred stock and determine the conversion price per share as of that date;

 Securities and Exchange Commission

October 5, 2010

  Page
 7

•

 the total possible shares underlying the convertible preferred stock (assuming no interest payments and complete conversion througho

October 1 , 2010

Anthony D. Squeglia
Chief Financial Officer
Pro Pharmaceuticals, Inc.
7 Wells Avenue
Newton, M A 02459

Re: Pro Pharmaceuticals, Inc.
 Form 8-K
Filed September 30 , 2010
File No. 001-31791

Dear Mr. Squeglia :

We have reviewed your filing an d have the following comment.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response .  If you do not
believe our comment appl ies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments and/or request that you amend your filing.

Item 4.01(a) Changes in Registrant’s Certifying Accountant

1. Your disclosure indicates that you were notified on July 21, 2010 that McGladrey &
Pullen, LLP acquired certain assets of C aturano and Company, Inc.   It appears an Item
4.01 8 -K was not filed within 4 business days of the date of the dismissal of your former
auditors.  Please confirm that you understand that your delinquency may impact your
eligibility requirements for filing on Form S -3.

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

 In responding to our comment , please provide  a written statem ent from the company
acknowledging that:

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

Anthony D. Squeglia
Pro Pharmaceuticals, Inc.
October 1 , 2010
Page 2

 staff comment 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 comment 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 do not hesitate to call me at (202) 551 -3658.

       Sincerely,

       Tabatha Akins
       Staff Accountant

September 27, 2010

Theodore D. Zucconi, Ph.D.  Chief Executive Officer and President  Pro-Pharmaceuticals, Inc.  7 Wells Avenue
Newton, Massachusetts 02459

Re: Pro-Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed September 17, 2010
  File No. 333-169463

Dear Dr. Zucconi:
 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 providing the requested information, with a view toward
disclosure in the prospectus.  Where you do not believe our co mments apply to your facts and
circumstances, please tell us  why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. We note that you are registering the sale of 52,254,130 shares.  Given the size relative to the
number of shares outstanding held by non-affiliates, the nature of the offering and the selling
shareholders, the transaction appears that it may be a primary offering.  Because you would
not be 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) on Form S-1.  As a result, if this
offering is deemed to be a primary offering, you must:
• file a registration statement for the “resale” offering at the time of each
conversion of preferred stock or exercise of warrants because you are not eligible
to conduct the offering on a delayed or continuous basis under Rule 415(a)(1)(x);
• identify the selling shareholders  as underwriters in the registration statement; and
• include the fixed price at which the deem ed underwriters will sell the securities.

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

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 2

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 th e 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 preferred stock and warrants upon conversion and exercise, respectively; and
• Whether or not any of the selling shareholders is in the business of buying and selling securities.

Dollar value of underlying securities

2. Please provide us, with a view toward disclosu re in the prospectus, with the total dollar
value of the securities  underlying the convertible preferre d stock that you have registered
for resale (using the number of  underlying securities that yo u have registered for resale
and the market price per share for those s ecurities on the date of the sale of the
convertible preferred stock).

Payments to the investor and affiliates

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each paymen t (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 make to any selling shareholder, any affiliate of a selling shareholder, or
any person with whom any selling shareholde r has a contractual re lationship regarding
the transaction (including any interest paym ents, liquidated damages, payments made to
“finders” or “placement agents,” and any othe r payments or potential payments). Please
provide footnote disclosure of the terms of each such payment. Please do not include any
repayment of the convertible prefe rred stock in this disclosure.

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 convertible preferred
stock and the total possible payments to all selling shareholders and any of their affiliates in the first year following the sale of the convertible preferred stock.

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 3

Potential profits on conversion
 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 underlying the convertible preferred stock,
presented in a table with the following  information disclosed separately:
• the market price per share of the securi ties underlying the convertible preferred
stock on the date of the sale of the convertible preferred stock;
• the conversion price per share of the underl ying securities on the date of the sale
of the convertible preferred st ock, calculated as follows:
-  if the conversion price per share is set at a fixed price, use the price per
share established by the convert ible preferred stock; and
-  if the conversion price per share is no t 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 convertib le preferred stock and determine the
conversion price per shar e as of that date;
• the total possible shares underlying the convertible preferre d stock (assuming no
interest payments and complete conversi on throughout the term of the convertible
preferred stock);
• the combined market price of the total number of shares underlying the
convertible preferred stock, calculated by using the market price per share on the
date of the sale of the convertible pref erred stock and the total possible shares
underlying the convertible  preferred stock;
• the total possible shares the selling shar eholders may receive and the combined
conversion price of the total number of  shares underlying the convertible
preferred stock calculated by using the conve rsion price on the date  of the sale of
the convertible preferred stock and the to tal possible number of shares the selling
shareholders may receive; and
• the total possible discount to  the market price as of th e date of the sale of the
convertible preferred stock, calculated by subtracting the total conversion price on
the date of the sale of the convertible preferred stock from the combined market
price of the total number of shares unde rlying the convertible preferred stock on
that date.
If there are provisions in the c onvertible preferred stock that could result in a change in
the price per share upon the occurrence of cer tain events, please provide additional
tabular disclosure as appropriate. For example,  if the conversion pric e per share is fixed
unless and until the market price falls below a stated price, at whic h point the conversion
price per share drops to a lower price,  please provide additional disclosure.

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 4

 Total potential profit from other securities

 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 othe r 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 secu rities 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 per share is set at a fixed price, use the price
per share on the date of the sale  of that other 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 conversion/ex ercise discount rate and the market
rate per share on the date of the sale of  that other security  and determine the
conversion price per shar e as of that date;
• the total possible shares to  be received under the partic ular securities (assuming
complete conversion/exercise);
• the combined market price of the total number of underlying shares, calculated by
using the market price per 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 combin ed conversion price of the
total number of shares underlying 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 underl ying shares; and
• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting th e 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 sh ares on that date.

Comparison of issuer proceeds to potential investor profit

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 convertible preferred stock
transaction;

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 5

• 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
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities underlyi ng the convertible preferred stock and any
other warrants, options, notes, or other secu rities of the issuer that are held by the
selling shareholders or any affiliates of the selling shareholders that is disclosed in
response to comments 3 and 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 possi ble payments as disclosed in
response to comment 2 and the total possible di scount to the market price of the shares
underlying the convertible preferred stock as disclosed in response to comment 3 divided
by the net proceeds to the issuer from the sale  of the convertible preferred stock, as well
as the amount of that resulting percentage averaged over the term of the convertible preferred stock.
Prior transactions between the i ssuer and the selling shareholders

 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 shareholde r has a contractual re lationship regarding
the transaction (or any predecessors of thos e persons), with the table including the
following information disclosed sepa rately 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 issued  and outstanding securities that  were issued or issuable
in the transaction (assuming full issuance), with the percentage calculated by taking
the number of shares issued and outstanding prior to the applicable transaction and
held by persons other than the selling sh areholders, affiliates of the company, or
affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connecti on with the applicable transaction;
• the market price per share of the class of  securities subject to the transaction

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 6

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

Comparison of registered shares to outstanding shares

8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:
• the number of shares outstanding prior to th e convertible preferred stock transaction
that are held by persons other than the sel ling shareholders, affiliates of the company,
and affiliates of the selling shareholders;
• the number of shares registered for resale by the selling shareholders or affiliates of
the selling shareholders in prior registration statements;
• the number of shares registered for resale 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 resale  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 shareholders in the current transaction.

In this analysis, the calculation of the numbe r of outstanding shares should not include
any securities underlying any outstanding conve rtible securities, options, or warrants.

The presence or absence of shor t selling by the selling shareholders

9. Please provide us, with a view toward disclo sure in the prospectus , with the following
information:
• whether – based on information obtained from  the selling shareholders – any of the
selling shareholders have an existing s hort 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 share holder 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 preferred
stock transaction and the f iling of the registration stat ement (e.g., before or after
the announcement of the convert ible preferred stock transaction, before the filing
or after the filing of the regi stration statement, etc.).

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.
September 27, 2010
Page 7

Relationships between the issu er and selling shareholders

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 futu re between the issuer
(or any of its predecessors) and the selli ng shareholders, any affiliates of the selling
shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                 December 8, 2009
Theodore Zucconi
Chief Executive Officer
Pro-Pharmaceuticals, Inc.
7 Wells Avenue
Newton, Massachusetts  02459

 Re: Pro-Pharmaceuticals, Inc.
  Form 10-K for the Year Ended December 31, 2008
  Form 10-Q for the Nine Months ended September 30, 2009
  File No. 1-31791

Dear Mr. Zucconi:

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

 Sincerely,            J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

SEC Response Letter

 Pro-Pharmaceuticals, Inc.

 7 Wells Avenue

 Newton, Massachusetts 02459

 December 2, 2009

 VIA U.S.
MAIL AND EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E., Mail Stop 4720

 Washington, D.C. 20459

Attn:
Jim B. Rosenberg
Senior Assistant Chief Accountant

Re:
Pro-Pharmaceuticals, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Nine Months Ended September 30, 2009
File
No. 1-31791

 Dear Mr. Rosenberg:

 This letter is submitted on behalf of Pro-Pharmaceuticals, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Form 10-K for the Year Ended December 31, 2008 filed with the Commission on March 30, 3009 (the “2008 Form 10-K”), as set forth in your letter dated
November 24, 2009 to Theodore Zucconi, Ph.D., Chief Executive Officer and President of the Company (the “Comment Letter”).

 For
reference purposes, the text of the Comment Letter has been reproduced herein with a response below the comment. For your convenience, we have italicized the reproduced comment and have placed in boldface the heading of our response thereto.

 Comment:

 Form 10-K
for the year ended December 31, 2008

 Item 9A: Controls and Procedures

 (b) Management’s Annual Report on Internal Controls Over Financial Reporting, page 33

 1.     You state that “Management did not fully complete documentation of its testing to verify the effectiveness of the key
controls.” Please tell us why this does not preclude you from concluding that your internal control over financial reporting was effective. Further, tell us what “other factors taken into consideration” means and how it entered into
your conclusion that your internal controls over financial reporting was effective.

 Securities and Exchange Commission

 December 2, 2009

 Page 2 of 3

 Response to Comment

 As a non-accelerated filer, the Company was first required to
comply with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”) for its financial year ending December 31, 2007 with respect to management’s evaluation of the Company’s internal control over financial reporting
(“ICFR”). For this purpose, it engaged an outside consultant (the “Consultant”) to manage the Company’s SOX 404 compliance process which was consistent with criteria established by the Committee of Sponsoring Organizations
(COSO), and comprised several steps, including planning and scoping, key control determination, and assessment testing and deficiency evaluation. The Consultant issued a report (the “Consultant Report”) that supported management’s
conclusion that its ICFR was effective as of December 31, 2007, which the Company reported in its Form 10-K annual report for that year (the “2007 Form 10-K”).

 Two factors support management’s continued reliance on the Consultant Report as partial support for its conclusion as to the effectiveness of ICFR for the year ended December 31, 2008. First, as
disclosed paragraph (c) of Item 9A(T) of the 2008 Form 10-K, there were no changes in the Company’s ICFR that occurred during the fourth quarter of 2008 that materially affected, or would be reasonably likely to materially affect, the
ICFR. Second, the Company did not experience any changes in its financial management staff during the relevant periods for the evaluation of its ICFR as reported in the 2007 Form 10-K and the 2008 Form 10-K. The Consultant Report, the continuity of
the Company’s financial management during the relevant reporting periods, and the absence of material changes in the Company’s ICFR constitute the “other factors taken into consideration” (the language from Item 9A(T) cited
in Comment No. 1) that enabled management to report its conclusion as to the effectiveness of ICFR in the 2008 Form 10-K.

 The
Company’s engagement of the Consultant included analysis, documentation and testing of ICFR that was intended to support the Company’s request for an attestation report from its external auditor, as required by SOX 404, with respect to
management’s evaluation of the Company’s ICFR. The Consultant Report notes that the Company, as a non-accelerated filer, was first required to include such an attestation report for its year ending December 31, 2008. As the Company
became aware that the Commission had extended the initial compliance date for non-accelerated filers, it delayed completing its documentation and testing of ICFR for purposes of the SOX 404 auditor attestation. This delay is the factual basis for
the sentence from Item 9A(T) cited in Comment No. 1 that “management did not fully complete documentation of its testing …”. That statement notwithstanding, however, the Company’ s management believes, for the reasons
set forth above in this response, that it was entitled to conclude that its ICFR was effective as of December 31, 2008.

 Report of
Independent Registered Accounting Firm, page F-1

 2.     Please tell us whether your auditor, Vitale,
Caturano & Company, was registered with the PCAOB at the date of the auditors’ report and explain to us why they are no longer registered with the PCAOB. If there was a name change, please state the date of the change in your response.

 Response to Comment

 The Company’s auditor, Caturano and Company, and formerly known as Vitale, Caturano & Company, has advised the Company that it has been registered without interruption since October 14, 2003 (a period inclusive of the
date of the auditors’ report in the 2008 Form 10-K), as an accounting firm with the Public Company Accounting Oversight Board. Vitale, Caturano & Company legally changed its name to “Caturano and Company” effective as of
May 31, 2009, a date after the Company filed its 2008 Form 10-K.

Securities and Exchange Commission

 December 2, 2009

 Page 3 of 3

 The Company acknowledges that
(i) it is responsible for the adequacy and accuracy of the disclosure in the reports cited in the Comment Letter, (ii) staff comments or changes to the disclosure in response to staff comments do not foreclose the Commission from taking
any action with respect to such reports, and (iii) 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 should have any questions about this letter, please do not hesitate to call the undersigned at (617) 559-0033.

 Sincerely,

 /s/ Anthony D. Squeglia

 Anthony D. Squeglia

 Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 4720

        November 24, 2009

Theodore Zucconi
Chief Executive Officer
Pro-Pharmaceuticals, Inc.
7 Wells Avenue
Newton, Massachusetts  02459

 Re: Pro-Pharmaceuticals, Inc.
  Form 10-K for the Year Ended December 31, 2008
  Form 10-Q for the Nine Months ended September 30, 2009
  File No. 1-31791

Dear Mr. Zucconi:

 We have reviewed your filing and have the following comments.  We have limited
our review of your filing to your financial statements and related disclosures and do not
intend to expand our review to other portions of your document.   In our comments, we ask
you to provide us with information to better understand your disclosu re.  Where a comment
requests you to revise disclosure, the info rmation you provide should show us what the
revised disclosure will look like and identify th e annual or quarterly filing, as applicable, in
which you intend to first include  it.  If you do not believe th at revised disclosure is
necessary, please explain the reason in your re sponse.  After review ing the information
provided, we may raise additional comments and/or request that you amend your filing.

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 10-K for the year ended December 31, 2008

Item 9A: Controls and Procedures
(b) Management’s Annual Report on Internal  Control Over Financial Reporting, page 33
1. You state that “Management did not fully complete documentation of its testing to
verify the effectiveness of  the key controls.”  Please tell us why this did not

Theodore Zucconi
Pro-Pharmaceutical November 24, 2009 Page 2
preclude you from concluding that your in ternal control over financial reporting
was effective.  Further, tell us what “other factors taken into consideration” means and how it entered into your conclusion th at your internal co ntrol over financial
reporting was effective.

Report of Independent Register ed Accounting Firm, page F-1

2. Please tell us whether your auditor, V itale, Caturano & Company, was registered
with the PCAOB at the date of the auditors ’ report and explain to us why they are
no longer registered with the PCAOB.  If  there was a name change, please state
the date of the change in your response.

Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period.  Please furnish a letter with your responses that keys your response to our
comments.  Detailed letters gr eatly facilitate our review.  You should furnish the letter on
EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• 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.

Theodore Zucconi
Pro-Pharmaceutical November 24, 2009 Page 3
You may contact Mary Mast , Senior Accountant, at (202) 551-3613, if you have
questions regarding the comments.  In this re gard, do not hesitate to  contact me, at (202)
551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

Acceleration Letter

 Pro-Pharmaceuticals, Inc.

 7 Wells Avenue

 Newton, Massachusetts 02459

 (617) 559-0033

 June 11, 2009

 United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street NE

 Washington DC 20549

 Mail Stop 4720

 Attention: Ms. Jennifer Riegel

Re:
Pro-Pharmaceuticals, Inc.

 Post-Effective
Amendment No.2 on Form S-1

 Filed June 11, 2009, File No. 333-150898

 Dear Ms. Riegel:

 Pro-Pharmaceuticals, Inc. (the
“company”) hereby requests acceleration of the effective time of the above-referenced registration statement to Monday, June 15, 2009, at 12:00 noon, or as soon thereafter as is possible.

 On behalf of the company I hereby acknowledge that:

(1)
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to
the filing;

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

(3)
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Respectfully submitted,

PRO-PHARMACEUTICALS, INC.

By:

 /s/ Anthony D. Squeglia

Anthony D. Squeglia

Chief Financial Officer

Mail Stop 4720          May 29, 2009   Theodore D. Zucconi, Ph.D.  Chief Executive Officer and President  Pro-Pharmaceuticals, Inc.  7 Wells Avenue  Newton, Massachusetts 02459
 Re: Pro-Pharmaceuticals, Inc.
  Post-Effective Amendment on Form S-1
  Filed May 14, 2009
  File No. 333-150898
 Dear Dr. Zucconi:   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.  After reviewing this info rmation, we may raise additional comments.

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

 1. We note that your post-effective amendment on Form S-1 includes a post-
effective amendment to Form S-3 (333-148911).  The Form S-3 (333-148911)
filed on January 29, 2008 registered an una llocated primary shelf offering of up to
$10,000,000 of shares of common stock, prefer red stock, warrants and/or units.
This Form S-3 did not register the resale  of these securities.  Since the resale
offering of these securities has not yet been registered, it is impermissible to
register this offering in a post-effectiv e amendment.  Please amend your filing to
remove the post-effective amendment to Form S-3 (333-148911) seeking to
register the resale offering.

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.  May 29, 2009 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 your amendment.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all 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 comment, 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 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

Theodore D. Zucconi, Ph.D.
Pro-Pharmaceuticals, Inc.  May 29, 2009 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 Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Adam D. Eilenberg, Esq.  Ted Chastain, Esq.
Eilenberg & Krause LLP  11 East 44th Street  New York, New York 10017

CORRESP
1
filename1.htm

Acceleration Request

 PRO-PHARMACEUTICALS, INC.

 7 Wells Avenue

 Newton, MA 02459

 June 17, 2005

 By Fax (202-772-9217) and by EDGAR

 Mr. Sebastian Gomez Abero

 Securities and
Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549

Re:
Pro-Pharmaceuticals, Inc.

Registration Statement on Form S-3 (File No. 333-150898)

 Dear Mr. Abero:

 Pro-Pharmaceuticals, Inc. (the “Registrant”) hereby respectfully requests that the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at 4:30 p.m. (Washington, D.C. time) on Thursday, June 19, 2008, or as soon as practicable thereafter. An oral request for acceleration of
effectiveness may be made in the future. The Registrant is aware of its obligations under the Securities Act of 1933, as amended.

 In
connection with the Registrant’s request for acceleration of effectiveness of the Registration Statement on Form S-3, the Registrant acknowledges that:

•

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

•

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

•

 the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws
of the United States.

 If you have any questions regarding this request, please contact the undersigned at
(617) 559-0033 or Jonathan C. Guest of Greenberg Traurig LLP at (617) 310-6066.

 Sincerely,

 PRO-PHARMACEUTICALS, INC.

By:

/s/ Anthony D. Squeglia

Name: Anthony D. Squeglia

Title: Chief Financial Officer

Mail Stop 6010
May 28, 2008
 David Platt, Ph.D.  Chief Executive Officer  Pro-Pharmaceuticals, Inc.  7 Wells Avenue  Newton, Massachusetts 02459
Re: Pro-Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed May 14, 2008
  File No. 333-150898

Dear Dr. Platt:
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.
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.
 General

1. We note that on January 12, 2007 you filed a registration statement on Form S-3
registering for resale 37,087,013 shares  of common stock, including shares
issuable upon the exercise of the 2006 Warra nts.  That registration statement was
never declared effective.  Supplementally, please tell us what  your plans are with
respect to that registration statement.  If you have decide d not to proceed with that
registration statement, pleas e consider withdrawing it.
 2. Supplementally, for each selling security ho lder, tell us what portion of the shares
of common stock being offered is issuable upon the exercise of the 2006 Warrants.

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 2

Dollar value of underlying securities

3. Supplementally, please provide us with the total dollar value of the securities
underlying the convertible preferred stock that you have registered for resale
(using the number of underlyi ng securities that you have registered for resale and
the market price per share for those secu rities on the date of  the sale of the
convertible preferred stock).

Payments to the investor and affiliates

4. Supplementally, please provide us with tabu lar disclosure of the dollar amount of
each payment (including the value of any payments to be made in common stock)
in connection with th e transaction that you have made  or may be required to make
to any selling stockholder, any affiliate of a selling stockholder, or any person
with whom any selling stockholder has a contractual relations hip regarding the
transaction (including any in terest payments, liquidated damages, payments made
to “finders” or “placement agents,” and any other payments or potential
payments). Please provide footnote disclosu re of the terms of each such payment.
Please do not include any repayment of the convertible preferred stock in this disclosure.

Further, supplementally please provide us with disclosure of the net proceeds to
the issuer from the sale of the convertib le preferred stock and the total possible
payments to all selling stockholders and a ny of their affiliates  in the first year
following the sale of the c onvertible preferred stock.
 Potential profits on conversion

5. Supplementally, please provide us with tabular disclosure of:
• the total possible profit the selling stockhol ders could realize as a result of the
conversion discount for the securities underlying the convertible preferred
stock, presented in a table with the following information disclosed
separately:
• the market price per share of the securities underlying the convertible
preferred stock on the date of the sale of the convertible preferred stock;
• the conversion price per share of th e underlying securitie s on the date of
the sale of the convertib le preferred stock, calculated as follows:
-  if the conversion price per share is  set at a fixed price, use the price
per share established by the conve rtible preferred stock; and
-  if the conversion price per shar e is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 3

the underlying security, use the c onversion discount rate and the
market rate per share on the date  of the sale of the convertible
preferred stock and determine the conversion price per share as of
that date;
• the total possible shares underlying the convertible preferred stock
(assuming no interest payments and complete conversion throughout the
term of the convertible preferred stock);
• the combined market price of the total number of shares underlying the
convertible preferred stock, calculated by using the market price per share
on the date of the sale of the conve rtible preferred stock and the total
possible shares underlying the c onvertible preferred stock;
• the total possible shares the selli ng stockholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible preferred stock calculate d by using the conversion price on the
date of the sale of the convertible preferred stock and the total possible
number of shares the selling stockholders may receive; and
• the total possible discount to the market price as of the date of the sale of
the convertible preferred stock, ca lculated by subtracting the total
conversion price on the date of the sale  of the convertible preferred stock
from the combined market price of the total number of shares underlying
the convertible preferred stock on that date.
If there are provisions in th e convertible preferred stoc k that could result in a
change in the price per share upon the occurr ence 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.

Total potential profit from other securities

6. Supplementally, please provide us 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 stockholders or any affiliates of the selling stockholders, 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:

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 4

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sa le of that other 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 pe r 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
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.

Comparison of issuer proceeds to potential investor profit

7. Supplementally, please provide us with tabular disclosure of:
• the gross proceeds paid or payable to th e issuer in the convertible 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 4;
• 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 conve rtible preferred stock
and any other warrants, options, notes, or other securities of th e issuer that are
held by the selling stockholders or any affiliates of the selling stockholders that is disclosed in response to comments 5 and 6.

Further, supplementally please provide us with disclosure – as a percentage – of
the total amount of all possible payments as disclosed in response to comment 4
and the total possible discount to the market price of the shares underlying the convertible preferred stock as disclosed in response to comment 5 divided by the

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 5

net proceeds to the issuer from the sale of the convertible preferred stock, as well
as the amount of that resulting percentage averaged over the term of the
convertible preferred stock.
Prior transactions between the i ssuer and the selling stockholders

8. Supplementally, please provide us with tabu lar disclosure of all prior securities
transactions between the issuer (or any of its predecessors) and the selling
stockholders, any affiliates of the selling stockholders, or any person with whom
any selling stockholder has a contractual re lationship regarding the transaction (or
any predecessors of those persons), w ith 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;
• 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 stockholders, affiliates of the company, or affiliates of the selling
stockholders;
• 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 stockholders,
affiliates of the company, or affiliates of the selling stockholders, 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).

Comparison of registered shares to outstanding shares

9. Supplementally, please provide us with  tabular disclosure comparing:
• the number of shares outstanding prior to the convertible preferred stock
transaction that are held by persons other than the selling stockholders,
affiliates of the company, and aff iliates of the selling stockholders;

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 6

• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders in prior registration statements;
• the number of shares registered for re sale by the selling stockholders or
affiliates of the selling stockholders that continue to be held by the selling
stockholders or affiliates of the selling stockholders;
• the number of shares that have been sold in registered resa le transactions by
the selling stockholders or affiliates of the selling stockholders; and
• the number of shares registered for resa le on behalf of the selling stockholders
or affiliates of the selling stockholders 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 ab ility to make all convertible preferred stock payments

10. Supplementally, please provide us w ith the following information:
• whether the issuer has the intention, and a reasonable basis to believe that it
will have the financial ability, to ma ke all payments on the convertible
securities; and
• whether – based on information obtained from the selling stockholders – any
of the selling stockholders have an existing short position in the company’s
common stock and, if any of the selli ng stockholders have an existing short
position in the company’s stock, the following additional information:
- the date on which each such selling stockholder entered into that short
position; and
- the relationship of the date on which each such selling stockholder
entered into that short position to the date of the announcement of the
convertible preferred stock transactio n and the filing of the registration
statement (e.g., before or after th e announcement of the convertible
preferred stock transaction, before th e filing or after the filing of the
registration statement, etc.).
 Relationships between the issu er and selling stockholders

11. Supplementally, please provide us 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 pr edecessors) and the selling stockholders,

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
May 28, 2008 Page 7

any affiliates of the selling stockholders , or any person with whom any selling
stockholder has a contractual relationsh ip regarding the tr ansaction (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 convertible  preferred stock; and
• copies of all agreements between the issuer (or any of its predecessors) and
the selling stockholders, any affiliates of the selling stockholders, or any
person with whom any selling stock holder has a contractual relationship
regarding the transaction (or any predece ssors of those persons) in connection
with the sale of the convertible preferred stock.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented 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.
The method by which the number of re gistered shares was determined

12. Supplementally, please provide us with a description of the method by which the
company determined the number of shares it seeks to register  in connection with
this registration statement.

Information regarding institutional selling stockholders

13. To the extent you have not already done so  and with respect to  the shares to be
offered for resale by each selling stockholde r that is a legal entity, please disclose
the natural person or persons who exerci se the sole or sh ared voting and/or
dispositive powers with respect to the sh ares to be offered by that shareholder

Mail Stop 6010                                                                                                   April 15, 2008   David Platt, Ph.D. Chief Executive Officer and Chairman of the Board Pro-Pharmaceuticals, Inc. 7 Wells Avenue Newton, Massachusetts 02459
 Re: Pro-Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed April 3, 2008   File No. 1-31791

Dear Dr. Platt:   We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.

Sincerely,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

cc: Jonathan C. Guest, Esq.
Greenberg Traurig LLP  One International Place  Boston, Massachusetts 02110

Mail Stop 6010          April 8, 2008   David Platt, Ph.D. Chief Executive Officer and Chairman of the Board Pro-Pharmaceuticals, Inc. 7 Wells Avenue Newton, Massachusetts 02459
 Re: Pro-Pharmaceuticals, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed April 3, 2008   File No. 1-31791

Dear Dr. Platt:   We have reviewed your filing and have the following comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Proposal No. 3, page 15

1. We note that you are seeking stockholder approval of an amendment to your Articles of Incorporation providing for an increase in the number of authorized shares of your common stock from 100,000,000 to 200,000,000.  Please revise your disclosure to describe any plans, arrangements or understandings to issue shares of common stock that will be available as a result of the amendment to your Articles of Incorporation.  If you have no such plans, arrangements or understandings, please revise your disclosure to state so.

* * *

David Platt, Ph.D.
Pro-Pharmaceuticals, Inc.
April 8, 2008 Page 2   As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

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

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   Please contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

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

Via Facsimile and U.S. Mail
Mail Stop 6010

      January 17, 2006

Mr. David Platt, Ph.D.
Chief Executive Officer
Pro-Pharmaceuticals, Inc.
189 Wells Avenue
Newton, Massachusetts 02459

Re:	Pro-Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
	Filed April 7, 2005
	File No. 000-31791

Dear Mr. Platt:

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

								Sincerely,

								Jim Atkinson
								Accounting Branch Chief
??

??

??

??

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

 [Pro-Pharmaceuticals, Inc. letterhead]

 189 Wells Avenue

 Newton, Massachusetts 02459

 (617) 559-0033

Mr. James B. Rosenberg

September 16, 2005

Senior Assistant Chief Accountant

Division of Corporation Finance – Mail Stop 6010

United States Securities and Exchange Commission

Washington, D.C. 20549

 Dear Mr. Rosenberg:

 This letter responds to the questions presented to Dr. David Platt, Chief
Executive Officer of Pro-Pharmaceuticals, Inc., in your letter dated August 26, 2005 concerning our Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”). For convenience, we have restated the applicable portion
of each question and provided a response immediately below.

 Question 1.

 Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 21

 Please provide to us
the following information for each of your major research and development projects in disclosure type format to allow us to address the adequacy of your disclosure. If you feel that the information is already disclosed, please point us to the
specific locations within your document where each bullet is addressed:

•

The costs incurred during each period presented and to date on the project;

•

The nature, timing and estimated costs of the efforts necessary to complete the project;

•

The anticipated completion dates; and finally

•

The period in which material net cash inflows from significant projects are expected to commence.

 Regarding the first point, if you do not maintain any research and development costs by project, disclose that fact and explain why
management does not maintain and evaluate research and development costs by project. Provide other quantitative or qualitative disclosure that indicates the amount of the company’s resources being used on the project.

 Regarding the second and third points, disclose the amount or range of estimated costs and
timing to complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you from making a reasonable estimate.

 Securities and Exchange Commission

 September 16, 2005

 Page 2

 RESPONSE:

 For your convenience, we have attached as Exhibit 1 to this letter text in pertinent pages referred to below from Item 7 of the Form 10-K.

 All of our research and development (“R&D”) activities to date are related to one project, referred to as DAVANAT in the Form
10-K, which is the sole project identified in “Research and Development Expenses” under “Results of Operations” for each period presented in the report (pp. 23 – 24). In future filings we will revise our overview in MD&A
to read as follows:

 “We currently have one drug
candidate—DAVANAT—in clinical development. To commercialize our current (and future) drug candidates, we will be required to successfully complete pre-clinical studies and clinical trials to obtain regulatory approvals.”

 When we begin the next substantial R&D project, we plan to disclose our R&D
expenses on a project-by-project basis. Note the reference to future development of a “pipeline of additional drug candidates” in “Results of Operations” (p. 24).

 The Form 10-K discloses the R&D costs incurred by period with respect to DAVANAT (pp. 23 – 24). In “Research and
Development” for the 2003 fiscal year, we disclose that the increase in R&D costs related to the clinical trials begun that year, and, similarly, in the corresponding section for 2004 we disclose the increase in costs for Phase I incurred
in that year (approximately $380,000) and that the “remainder” was for pre-clinical product development and costs related to clinical trials of DAVANAT. Vendor expenditures in 2004 (approximately $695,000) related to DAVANAT are disclosed
under “Liquidity and Capital Resources” (p. 25).

 To date we have
divided our R&D costs for DAVANAT between those reasonably allocable to internal “overhead” expenses, and those paid to outside vendors we engage e.g., to perform pre-clinical experiments, manufacture product for clinical trials, and
conduct clinical trials. We have itemized the components for the allocations in the Form 10-K (p. 23), but have not detailed the allocations. We did not provide such detail in this or prior reports because we had only one drug candidate and are
still a relatively early stage company. We propose to continue our method of allocation, but in future reports to disclose (in tabular format by reporting period) the amounts in our discussion of R&D expenses that are allocable to internal
“overhead” and for expenditures paid to vendors, and in the case of the latter with a “breakdown” of expenditures relative to pre-clinical activities and clinical trials. We also propose to clarify Item 7 in future reports so
that the cross reference to Item 1 is stated in a manner to enable a reader to understand the uncertainties inherent in our business that make future projections and estimates difficult.

 Securities and Exchange Commission

 September 16, 2005

 Page 3

 While DAVANAT is in clinical development, we believe that any estimates of future costs, anticipated completion dates or expectations as to timing of material net cash
inflows are subject to numerous contingencies and uncertainties (e.g., number of clinical trials undertaken, number of patient participants, timing of patient recruitment, results of toxicity and efficacy testing, regulatory agency response to data
submission reports, change in the regulatory environment, etc.) such that reasonable estimates cannot be provided. We believe that any estimate of future costs, completion dates or cash inflows that we might provide would require so many assumptions
as to render it not meaningful to investors. Nonetheless, as our company develops allowing us to reduce the range of uncertainties, we intend to provide estimates where appropriate.

 Question 2.

 Notes to Consolidated Financial Statements, page F-8

 9. Commitments and Contingencies, page F-19

 Research and Development Commitments, page F-19

 We note your inclusion of $1.463 million in “Clinical trial and related scientific contracts” in your Contractual Obligations Table on page 25. Please
clarify for us how this obligation relates to the contracts described in this note. If it is related to these contracts also clarify why you did not disclose the dollar amounts of these obligations in this note.

 Securities and Exchange Commission

 September 16, 2005

 Page 4

 RESPONSE:

 Financial Accounting Standard 47 (“FAS 47”) states the requirements for reporting commitments and contingencies in financial statements. Footnote 9 (“Commitments and Contingencies”) to our
financial statements contained in the Form 10-K meets the disclosure requirements of FAS 47. Attached as Exhibit 2 to this letter is the pertinent excerpt from FAS 47.

 The line item “Clinical trial and related scientific contracts” in the Contractual Obligations Table in Item 7 (p. 25) goes beyond
the FAS criteria in that it includes purchase obligations that are cancelable on 30 days notice or have a duration of less than one year and hence are not “unconditional purchase obligations,” as defined in FAS 47. We disclosed such
additional purchase obligations in Item 7 for purposes of transparency. We propose in future filings to note in the Contractual Obligations Table in Item 7 that some commitments are cancelable or have short duration, thereby enabling readers to
reconcile this table more readily with the “Commitments and Contingencies” footnote in the financial statements.

 As requested in your letter, Pro-Pharmaceuticals, Inc. hereby acknowledges 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 in response 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 do not hesitate to call the
undersigned at (617) 559-0033.

 Sincerely,

 /s/ Carl L. Lueders

Carl L. Lueders

 Chief Financial Officer

 Securities and Exchange Commission

 September 16, 2005

 Page 5

 Exhibit I

 [Page 21 of the 2004 Form 10-K]

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except share and per share data)

 Overview

 We are a development-stage company engaged in research and development of drug technologies to enable targeted delivery of chemotherapy drugs. We intend
initially to “reformulate” existing widely used chemotherapies with our proprietary carbohydrate compounds. We believe our technology may increase the body’s tolerance to these toxic drugs by targeting the delivery directly to
cancerous cells and increasing the efficacy, thereby creating a preferable treatment to existing oncology regimens. Our goal is to develop and commercialize a new generation of reformulated drugs. For additional information, please see “Item 1.
Business — Business of Pro-Pharmaceuticals.”

 All of
our drug candidates are currently in pre-clinical and clinical development. To commercialize our drug candidates, we will be required to successfully complete pre-clinical studies and clinical trials to obtain regulatory approvals. We do not expect
to file a New Drug Application (“NDA”) for a drug candidate before 2006, even if development of our drug candidates continues successfully. Any delay in obtaining or failure to obtain required approvals will materially adversely affect our
ability to generate revenues from commercial sales relating to our drug candidates. We expect our sources of funding for the next several years to come from finance transactions.

 *****

 [Page 23 of the 2004 Form 10-K]

 Fiscal Year Ended December 31, 2004 Compared to Fiscal Year Ended December 31, 2003 (in thousands)

 Research and Development Expenses. Research and development expenses
were $3,042 in 2004 or an increase of 56% as compared to $1,950 incurred in 2003. Research and development expenses consist primarily of costs of clinical research organizations (CRO), clinical data management services, outsourcing product
development to chemical research laboratories regulatory and medical consultants, drug manufacturing for clinical trials, salaries, stock based compensation and other personnel related expenses. Of the $1,092 increase, approximately $380 was due to
Phase I clinical trials of DAVANAT®/5-FU and the
remainder was due to drug manufacturing for clinical trials, pre-clinical product development and CRO costs primarily for Phase II clinical trials.

 We began our Phase I clinical trial of DAVANAT® and DAVANAT®/5-FU in February 2003. Due to additional drug administration cycles, enrollment closed in January 2005. We completed the sixth and final cohort of the Phase I trial in March 2005 and
expect to issue a report of the final clinical results in the second quarter of 2005. We initiated our Phase II clinical trial of DAVANAT®/5-FU colorectal cancer patients in January 2004, and are currently completing our negotiations and contracts with clinical sites. We expect to begin
dosing patients in the second quarter of 2005 and expect Phase II to be completed in 2006. We continue to develop our pipeline of drug candidates. Accordingly, we expect that our research and development costs will increase in 2005 due to Phase II
clinical trial of DAVANAT®/5-FU and preparation for
Phase III combined with development of additional drug candidates.

 *****

 Securities and Exchange Commission

 September 16, 2005

 Page 6

 [Page 24 of the 2004 Form 10-K]

 Fiscal Year Ended December 31, 2003 Compared to Fiscal Year Ended December 31, 2002 (in thousands)

 Research and Development Expenses. Research and development expenses
were $1,950 in 2003, or 32% higher than the $1,483 incurred in 2002. The increase reflects the costs to initiate and conduct the Phase I clinical trial of DAVANAT®/5-FU, which began in February 2003. We expect the Phase I trial to be completed in 2005. In 2004, we began a concurrent
Phase II clinical trial of DAVANAT®/5-FU. We are
continuing to develop our pipeline of additional drug candidates. Accordingly, we expect that our research and development costs will continue to increase in 2004 and thereafter and could comprise a higher percentage of our annual expenditures.

 *****

 [Page 25 of the 2004 Form 10-K]

 Liquidity and Capital Resources (in thousands)

 Net cash used in operations increased to $6,333 in 2004, from $4,152 in 2003 and $2,983 in
2002, respectively. The increased use of cash in operations is primarily due to the impact of a full year’s research and management costs for the Phase I clinical trial of approximately $380, drug manufacturing for clinical trials, pre-clinical
product development and CRO costs primarily for Phase II clinical trials of approximately $695.

 Exhibit II

 FAS 47 disclosure
requirement in the Financial Statements is for unconditional purchase obligations.

 FAS 47, Par. 6. “An unconditional purchase obligation is an obligation to transfer funds in the future for fixed or minimum amounts or quantities of goods or services at fixed or minimum prices (for example, as in take-or-pay contracts
or throughput contracts). An unconditional purchase obligation that has all of the following characteristics shall be disclosed in accordance with paragraph 7 (if not recorded on the purchaser’s balance sheet) or in accordance with paragraph
10(a) (if recorded on the purchaser’s balance sheet):

 a. Is
non-cancelable, or cancelable only

 (1) Upon the occurrence of some remote
contingency or

 (2) With the permission of the other party or

 (3) If a replacement agreement is signed between the same parties or

 (4) Upon payment of a penalty in an amount such that continuation of the agreement appears
reasonably assured

 b. Was negotiated as part of arranging financing for the
facilities that will provide the contracted goods or services or for costs related to those goods or services (for example, carrying costs for contracted goods)

 c. Has a remaining term in excess of one year”