SecProbe.io

CORRESP
 1
 filename1.htm

 GT
Biopharma, Inc.

 505
Montgomery Street, 10th Floor

 San
Francisco, California 94111

 December
2, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jessica Dickerson

 Re:
 GT
 Biopharma, Inc.

 Acceleration
 Request for Registration Statement on Form S-1

 File
 No. 333-291060

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), GT Biopharma, Inc. (the " Company ")
hereby requests that the effective date of the above-referenced registration statement (the " Registration Statement ")
be accelerated to December 2, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Baker & Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 We
request that we be notified of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel to
the Company, at (310) 442-8850 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 GT
 Biopharma, Inc.

 By:
 /s/
 Alan Urban

 Alan
 Urban

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 GT
Biopharma, Inc.

 505
Montgomery Street, 10th Floor

 San
Francisco, California 94111

 July
1, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Tyler Howes

 Re:
 GT
 Biopharma, Inc.

 Acceleration
 Request for Registration Statement on Form S-1

 File
 No. 333-287963

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), GT Biopharma, Inc. (the " Company ")
hereby requests that the effective date of the above-referenced registration statement (the " Registration Statement ")
be accelerated to July 2, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Baker & Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 We
request that we be notified of such effectiveness by a telephone call to Alan A. Lanis, Jr. of Baker & Hostetler LLP, counsel
to the Company, at (310) 442-8850 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 GT
 Biopharma, Inc.

 By:
 /s/
 Alan Urban

 Alan
 Urban

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 June
 27, 2025
 Alan
 A. Lanis, Jr.

 direct
dial: 310.442.8828

 jrlanis@bakerlaw.com

 Office
of Life Sciences

 Division
of Corporation Finance

 Securities
and Exchange Commission Washington, DC 20549

 Attn:
Tyler Howes and Chris Edwards

 Re: GT
 Biopharma, Inc.
 Registration Statement on Form S-1
 Filed June 11, 2025

 File No. 333-287963

 Ladies
and Gentlemen:

 On
behalf of GT Biopharma, Inc. (the "Company"), we are submitting this letter in response to the comment letter from the staff
of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission")
dated June 20, 2025 (the "Comment Letter"), relating to the Company's Registration Statement on Form S-1, filed with
the Commission on June 11, 2025.

 For
the Staff's convenience, we have repeated below the Staff's comment in italics, and have followed such comment with the Company's
response. Concurrently with the transmission of this letter, we are filing the Company's Amendment No. 1 to Form S-1 Registration
Statement (the "Amended Registration Statement").

 Registration
Statement on Form S-1

 General

 1. We
 note that you are registering 13,255,960 shares of common stock issuable upon the conversion
 of the Greenshoe Rights and 52,903,846 shares of common stock issuable upon the exercise
 of warrants issuable upon exercise of the Greenshoe Right. Please revise to provide more
 fulsome disclosure of the Greenshoe Rights, including a description of these securities,
 and your reasons for issuing this type of security. Please also tell us how you are eligible
 to register the unissued common stock underlying the Greenshoe Rights at this time. For guidance,
 refer to Compliance Disclosure Interpretations, Securities Act Sections, Question [139.06].

 June
 27, 2025

 Page
2

 The
Company has removed the 13,255,960 shares of common stock issuable upon the conversion of the Greenshoe Rights and 52,903,846 shares
of common stock issuable upon the exercise of warrants issuable upon exercise of the Greenshoe Right from the shares to be registered
under the Amended Registration Statement.

 * * *

 If
Staff should have any questions or comments regarding this submission or response, please feel free to contact me at (310) 442-8828.
Thank you for your ongoing courtesy in this matter.

 Sincerely,

 /s/
 Alan A. Lanis, Jr.

 Alan
 A. Lanis, Jr.

 Partner

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

Michael Breen
Chief Executive Officer
GT Biopharma, Inc.
505 Montgomery Street, 10th Floor
San Francisco, California 94111

 Re: GT Biopharma, Inc.
 Registration Statement on Form S-1
 Filed June 11, 2025
 File No. 333-287963
Dear Michael Breen:

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

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

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

Registration Statement on Form S-1
General

1. We note that you are registering 13,255,960 shares of common stock
issuable upon
 the conversion of the Greenshoe Rights and 52,903,846 shares of common
stock
 issuable upon the exercise of warrants issuable upon exercise of the
Greenshoe
 Right. Please revise to provide more fulsome disclosure of the Greenshoe
Rights,
 including a description of these securities, and your reasons for
issuing this type of
 security. Please also tell us how you are eligible to register the
unissued common
 stock underlying the Greenshoe Rights at this time. For guidance, refer
to Compliance
 Disclosure Interpretations, Securities Act Sections, Question 130.06.
 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
 June 20, 2025
Page 2

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 Tyler Howes at 202-551-3370 or Chris Edwards at
202-551-6761 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alan A. Lanis, Jr.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Michael Breen
Executive Chairman of the Board and Interim Chief Executive Officer
GT Biopharma, Inc.
505 Montgomery Street
10th Floor
San Francisco, CA 94111

 Re: GT Biopharma, Inc.
 Registration Statement on Form S-3
 Filed March 6, 2025
 File No. 333-285618
Dear Michael Breen:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 GT
Biopharma, Inc.

 March
11, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Daniel Crawford, Office of Life Sciences

 Re: GT
 Biopharma, Inc.
 Acceleration
 Request for Registration Statement on Form S-3

 File
 No. 333-285618

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, GT Biopharma, Inc. hereby requests that the above-referenced Registration
Statement on Form S-3 (File No. 333-285618) be declared effective at 4:00 p.m. Eastern Time on March 13, 2025, or as soon as practicable
thereafter.

 Once
the Registration Statement has been declared effective, please confirm that event with our counsel, Louis Wharton of Stubbs Alderton
& Markiles, LLP, by email at lwharton@stubbsalderton.com or by telephone at (818)-444-4509.

 Very truly yours,

 GT Biopharma, Inc.

 By:
 /s/ Alan Urban

 Alan Urban

 Chief Financial Officer

CORRESP
1
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GT
Biopharma, Inc.

8000
Marina Blvd, Suite 100

Brisbane,
CA 94005

June
27, 2024

Via
EDGAR Submission

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    GT
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-280326

    CIK:
    109657

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), GT Biopharma, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of the registration statement on Form S-1 (File No. 333-280326), initially filed with the
U.S. Securities and Exchange Commission on June 20, 2024 (the “Registration Statement”), be accelerated so that it will become
effective at 5:30 p.m., Eastern Time, on 28 June, 2024, or as soon as practicable thereafter. In making this acceleration request, the
Company acknowledges that it is aware of its obligations under the Act.

If
you have any questions or comments, please contact Roger Bivans of Baker & McKenzie LLP at (214) 978 3095.

Thank
you for your assistance with this matter.

    Sincerely,

    /s/
    Michael Breen

    Michael
    Breen

    Interim
    Chief Executive Officer

Via
E-mail:

    cc:
    Roger
    Bivans

    Baker
    & McKenzie LLP

United States securities and exchange commission logo
June 24, 2024
Michael Breen
Interim Chief Executive Officer
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280326
Dear Michael Breen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roger W. Bivans, Esq.

United States securities and exchange commission logo
October 19, 2022
Manu Ohri
Chief Financial Officer
GT Biopharma, Inc.
8000 Marina Blvd., Suite 100
Brisbane, CA 94005
Re:GT Biopharma, Inc.
Registration Statement on Form S-3
Filed October 13, 2022
File No. 333-267870
Dear Manu Ohri:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roger Bivans

CORRESP
1
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GT
Biopharma, Inc.

8000
Marina Blvd, Suite 100

Brisbane,
CA 94005

October
18, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Jimmy McNamara

  Re:
  GT Biopharma, Inc.

  Registration Statement on Form S-3

  Filed on October 13, 2022

  File No. 333-267870

Dear
Mr. McNamara:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
GT Biopharma, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time,
on Thursday, October 20, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that
it is aware of its obligations under the Act.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP,
by calling Roger W. Bivans at (214) 978-3095.

Thank
you for your assistance with this matter.

    Very Truly Yours,

    By:
    /s/
    Manu Ohri

    Name:
    Manu Ohri

    Title:
    Chief Financial Officer

cc:
Roger W. Bivans, Baker & McKenzie LLP

United States securities and exchange commission logo
January 26, 2022
Gavin Choy
Acting Chief Financial Officer
GT Biopharma, Inc.
9350 Wilshire Blvd
Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Form 10-K for the period ended December 31, 2020
Filed April 16, 2021
Form 10-Q for the period ended June 30, 2021
Filed August 23, 2021
Form 10-Q for the period ended September 30, 2021
Filed November 10, 2021
File No. 001-40023
Dear Mr. Choy:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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gtbp_corres

Louis
Wharton

Partner

Direct
Voice

818.444.4509

Direct
Fax

818.444.4509

E-Mail

lwharton@stubbsalderton.com

December
29, 2021

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, NE

Washington,
D.C. 20549

Re: GT
Biopharma, Inc.

Responses
to Staff Comments of December 15, 2021 with respect
to:

Form
10-K for the period ended December 31, 2020

Filed
April 16, 2021

Form
10-Q for the period ended June 30, 2021

Filed
August 23, 2021

Form
10-Q for the period ended September 30, 2021

Filed
November 10, 2021

File
No. 001-40023

Ladies
and Gentlemen:

On
behalf of GT Biopharma, Inc. (the “Company”), we hereby
provide the following responses in reply to the comment letter
dated December 15, 2021 (the “Comment Letter”)
transmitted to the Company by the staff of the United States
Securities and Exchange Commission, Division of Corporation Finance
(the “Staff”). The factual information provided herein
relating to the Company has been made available to us by the
Company. Paragraph numbering used for each response set forth below
corresponds to the numbering used in the Comment
Letter.

15260
Ventura Boulevard, 20th Floor * Sherman
Oaks, California 91403

office
> 818.444.4500 * fax > 818.444.4520

1453
3rd Street
Promenade, Suite 300 * Santa Monica, California 90401

office
> 310.746.9800 * fax > 310.395.5292

Securities and
Exchange Commission

Division of
Corporation Finance

December 29,
2021

Page
2

Form 10-Q for the Period Ended September 30, 2021

Condensed Consolidated Statements of Operations, page
4

1.      Please
amend your Form 10-Q for the quarter ended September 30, 2021 to
address the following:

●

Revise the three months ended September 30, 2020 column in the
Condensed Consolidated Statements of Operations to reflect the
accounting error related to the June 2020 forbearance agreements.
It appears that the balances presented are the previously reported
balances and not the “as restated” numbers. Refer to
Note 13 in your Form 10-K.

●

Label both 2020 columns as being restated

●

Provide disclosures related to the restatement

●

Disclose, if true, that the net loss per common share for the three
and nine months ended September 30, 2020 have been revised to
reflect the stock split

The
Company acknowledges the Staff’s comment. Following an
internal review of the Company’s Form 10-Q for the quarter
ended September 30, 2021, the Company believes that the Form 10-Q,
as previously filed, properly reflects the restated amounts and per share amounts in the
September 30, 2020 Condensed Consolidated Statements of Operations
to reflect the accounting error related to the June 2020
forbearance agreements. Please also note that although the column
was not marked “restated” in the Form 10-Q for the
quarter ended September 30, 2021, the Company did indicate the
amounts as restated in Note 13 to the Company’s Form 10-K for
the year ended December 31, 2020 (the “Form
10-K”).

Following an
internal review of the Form 10-K the Company determined that in
Note 13 to the Form 10-K, the Company incorrectly referred to a
correction of the amounts for the three month period ended
September 30, 2020. No such correction was necessary and that
statement should not have been included in Note 13. Since the
Company has subsequently correctly filed the results for the nine
month period ended September 30, 2020 in its Form 10-Q for the
quarter ended September 30, 2021, the Company respectfully submits
that no amendment to its Form 10-Q for the quarter ended September
30, 2021 is necessary.

Form 10-Q for the Period Ended June 30, 2021

Condensed Consolidated Statements of Stockholders’ Equity
(Deficit), page 5

2.      Please
amend your Form 10-Q for the quarter ended June 30, 2021 to address
the following:

●

Revise Additional paid in capital, Accumulated deficit, and Total
stockholders’ equity (deficit) for the period ended June 30,
2020 on your Condensed Consolidated Statements of
Stockholders’ Equity (Deficit) to reflect the accounting
error related to the June 2020 forbearance agreements. Refer to
Note 13 in your Form 10-K.

●

Label both 2020 columns as being restated

●

Provide disclosures related to the restatement

●

Disclose, if true, that the net loss per common share for the three
and six months ended June 30, 2020 have been revised to reflect the
stock split.

The
Company acknowledges the Staff’s comment. Following an
internal review of the Company’s Form 10-Q for the quarter
ended June 30, 2021 the Company determined that the incorrect
amounts in the Form 10-Q resulted from a processing error by the
Company’s EDGAR vendor since the Company submitted applicable
corrections for inclusion in the Form 10-Q. Notwithstanding, the
Company intends to amend its Form 10-Q for the quarter ended June
30, 2021 as follows:

●

To correctly
reflect the Net loss per common share, basic and diluted for each
of the three and six months ended June 30, 2020 in the
Company’s Condensed Consolidated Statement of Operations for
the three and six month periods ended June 30, 2020.

●

To correctly
reflect the Preferred share, Common share and Additional paid in
capital as of June 30, 2020 in the Company’s Condensed
Consolidated Statement of Stockholders’ Deficit as of June
30, 2020 to reflect the accounting error related to the June 2020
forbearance agreements.

* * * *
*

We hope
the above has been responsive to the Staff’s comments. If you
have any questions or require any additional information or
documents, please telephone the undersigned at (818)
444-4509.

Sincerely,

/s/LouisWharton

Louis
Wharton

cc:

Gavin
Choy

15260
Ventura Boulevard, 20th Floor * Sherman
Oaks, California 91403

office
> 818.444.4500 * fax > 818.444.4520

1453
3rd Street
Promenade, Suite 300 * Santa Monica, California 90401

office
> 310.746.9800 * fax > 310.395.5292

United States securities and exchange commission logo
December 15, 2021
Gavin Choy
Acting Chief Financial Officer
GT Biopharma, Inc.
9350 Wilshire Blvd
Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Form 10-K for the period ended December 31, 2020
Filed April 16, 2021
Form 10-Q for the period ended June 30, 2021
Filed August 23, 2021
Form 10-Q for the period ended September 30, 2021
Filed November 10, 2021
File No. 001-40023
Dear Mr. Choy:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Period Ended September 30, 2021
Condensed Consolidated Statements of Operations , page 4
1.Please amend your Form 10-Q for the quarter ended September 30, 2021 to address the
following:
•Revise the three months ended September 30, 2020 column in the Condensed
Consolidated Statements of Operations to reflect the accounting error related to the
June 2020 forbearance agreements. It appears that the balances presented are the
previously reported balances and not the "as restated" numbers. Refer to Note 13 in
your Form 10-K.

 FirstName LastNameGavin Choy
 Comapany NameGT Biopharma, Inc.
 December 15, 2021 Page 2
 FirstName LastName
Gavin Choy
GT Biopharma, Inc.
December 15, 2021
Page 2
•Label both 2020 columns as being restated
•Provide disclosures related to the restatement
•Disclose, if true, that the net loss per common share for the three and nine months
ended September 30, 2020 have been revised to reflect the stock split
Form 10-Q for the period ended June 30, 2021
Condensed Consolidated Statements of Stockholders' Equity (Deficit) , page 5
2.Please amend your Form 10-Q for the quarter ended June 30, 2021 to address the
following:
•Revise Additional paid in capital, Accumulated deficit, and Total stockholders' equity
(deficit) for the period ended June 30, 2020 on your Condensed Consolidated
Statements of Stockholders' Equity (Deficit) to reflect the accounting error related to
the June 2020 forbearance agreements. Refer to Note 13 in your Form 10-K.
•Label both 2020 columns as being restated
•Provide disclosures related to the restatement
•Disclose, if true, that the net loss per common share for the three and six months
ended June 30, 2020 have been revised to reflect the stock split.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
April 23, 2021
Anthony J. Cataldo
Chief Executive Officer
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed April 22, 2021
File No. 333-255429
Dear Mr. Cataldo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roger W. Bivans

CORRESP
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gtbp_corresp

GT
BIOPHARMA, INC.

9350
Wilshire Blvd.

Suite
203

Beverly
Hills, CA 90212

April
23, 2021

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division of
Corporation Finance

Office
of Life Sciences

100 F
Street, N.E.

Washington, D.C.
20549

Attention:   Chris Edwards

Re:

GT Biopharma,
Inc.

Registration
Statement on Form S-1

CIK No.
0000109657

SEC
Registration No. 333-255429

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration
Statement on Form S-1 (File No. 333-255429) (the
“Registration
Statement”) of GT Biopharma, Inc. (the
“Company”). We
respectfully request that the Registration Statement become
effective as of 5:00 p.m., Eastern Time, on April 27, 2021, or as
soon as practicable thereafter. Once the Registration Statement has
been declared effective, please orally confirm that event with our
counsel, Baker & McKenzie LLP by calling Roger Bivans at (214)
978-3095.

Thank
you for your assistance with this matter.

Very truly yours,

/s/ Michael Handelman

Michael
Handelman

Chief
Financial Officer

Click here to enter Sender1 Email Address.

CORRESP
1
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gtbp_corres

February
8, 2021

Via EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation

FinanceOffice
of Life Sciences100 F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

Re:

GT Biopharma, Inc.
(the “Company”)

Registration
Statement on Form S-1

CIK No.
0000109657

SEC
Registration No. 333-251311

Ladies
and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), the undersigned, as underwriters of
the proposed offering, hereby joins the request of the Company that
the effective date of the above-referenced Registration Statement
on Form S-1 be declared effective at 5:00 PM Eastern Time on
February 10, 2021, or as soon as practicable
thereafter.

In
connection with this acceleration request and pursuant to Rule 460
under the Securities Act, please be advised that between February
8, 2021 and the date hereof, over 1,500 copies of the preliminary
prospectus dated February 9, 2021 were distributed to underwriters,
dealers, institutions and others.

The
undersigned advise that the underwriters have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

Thank
you for your assistance with this matter.

Very
truly yours,

Roth
Capital Partners, LLC

By:
/s/ Aaron M.
Gurewitz

Name:
Aaron M. Gurewitz

Title:
Head of Equity Capital Markets

Dawson
James Securities, Inc.

By:
/s/ Robert D. Keyser
Jr.

Name:
Robert D. Keyser Jr.

Title:
CEO

CORRESP
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gtbp_corres

GT
BIOPHARMA, INC.

9350
Wilshire Blvd.

Suite
203

Beverly Hills, CA
90212

February
8, 2021

Via EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:                                 Tim
Buchmiller

Re:

GT Biopharma,
Inc.

Registration
Statement on Form S-1

CIK No.
0000109657

SEC
Registration No. 333-251311

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration
Statement on Form S-1 (File No. 333-251311) (the
“Registration
Statement”) of GT Biopharma, Inc. (the
“Company”). We
respectfully request that the Registration Statement become
effective as of 5:00 p.m., Eastern Time, on February 10, 2021, or
as soon as practicable thereafter. Once the Registration Statement
has been declared effective, please orally confirm that event with
our counsel, Baker & McKenzie LLP by calling Roger Bivans at
(214) 978-3095.

Thank
you for your assistance with this matter.

Very
truly yours,

/s/
Michael Handelman

Michael
Handelman

Chief
Financial Officer

Click here to enter Sender1 Email Address.

United States securities and exchange commission logo
December 15, 2020
Anthony J. Cataldo
Chief Executive Officer
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed December 11, 2020
File No. 333-251311
Dear Mr. Cataldo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roger W. Bivans, Esq.

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gtbp_corresp

VIA EDGAR AND ELECTRONIC MAIL

GT
BIOPHARMA, INC.

9350
Wilshire Blvd. Suite 203

Beverly
Hills, CA 90212

July
24, 2020

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

RE: GT
Biopharma, Inc.

Registration
Statement on Form S-1 (File No. 333-239858)

Request
for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, GT
Biopharma, Inc. hereby respectfully requests that the Securities
and Exchange Commission accelerate the effective date of the
above-referenced Registration Statement on Form S-1 (File No.
333-239858) and declare the Registration Statement effective as of
July 28, 2020, at 4:00 p.m. (Eastern time), or as soon as
practicable thereafter.

Please
contact the undersigned at (800) 304-9888, or Michael Hamilton,
Baker & McKenzie LLP, at (713) 427-5033, with any questions.
Also, please notify Mr. Hamilton by telephone when this request for
acceleration has been granted.

Very
truly yours,

GT
Biopharma, Inc.

By: /s/
Steven Weldon

Name:
Steve Weldon

Title:
Chief Financial Officer

cc:

Michael
Hamilton

Baker
& McKenzie LLP

United States securities and exchange commission logo
July 21, 2020
Anthony J. Cataldo
Chief Executive Officer
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed July 14, 2020
File No. 333-239858
Dear Mr. Cataldo:
            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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael S. Hamilton, Esq.

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GT BIOPHARMA, INC.

9350 Wilshire Blvd. Suite 203

Beverly Hills, CA 90212

September 26, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

GT Biopharma, Inc.

Registration Statement on Form S-1 (File No. 333-233748)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GT Biopharma, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-233748) and declare the Registration Statement effective as of Wednesday, October 2, 2019, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (407) 808-7704, or Gary R. Henrie, Attorney at Law at (307) 200-9415, with any questions. Also, please notify Mr. Henrie when this request for acceleration has been granted.

Very truly yours,

GT Biopharma, Inc.

By:

/s/ Steven Weldon

Name: Steven Weldon

Title: Chief Financial Officer

cc: Gary R. Henrie, Attorney at Law

September 20, 2019
Anthony J. Cataldo
Chief Executive Officer
GT Biopharma, Inc.
9350 Wilshire Blvd. Suite 203
Beverly Hills, CA 90212
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed September 13, 2019
File No. 333-233748
Dear Mr. Cataldo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gary R. Henrie, Esq.

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Blueprint

GT BIOPHARMA, INC.

310 N. Westlake
Blvd., Suite 206

Westlake Village, CA 91362

July 8, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

GT Biopharma, Inc.

Registration Statement on Form S-1 (File No.
333-232261)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, GT Biopharma, Inc. hereby requests that the Securities
and Exchange Commission accelerate the effective date of the
above-referenced Registration Statement on Form S-1 (File No.
333-232261) and declare the Registration Statement effective as of
Friday, July 12, 2019, at 4:00 p.m., Eastern time, or as soon as
practicable thereafter.

Please contact the undersigned at (800) 304-9888, or Gary R.
Henrie, Attorney at Law at (309) 313-5092, with any questions.
Also, please notify Mr. Henrie when this request for acceleration
has been granted.

Very
truly yours,

GT
Biopharma, Inc.

By:

/s/ Steven Weldon

Name:
Steven Weldon

Title:
Chief Financial Officer

cc:
Gary R. Henrie, Attorney at Law

July 1, 2019
Anthony J. Cataldo
Chief Executive Officer
GT Biopharma, Inc.
310 N. Westlake Blvd, Suite 206
Westlake Village, CA 91362
Re:GT Biopharma, Inc.
Registration Statement on Form S-1
Filed June 21, 2019
File No. 333-232261
Dear Mr. Cataldo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joseph McCann at (202) 551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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Blueprint

GT BIOPHARMA, INC.

310 N. Westlake
Blvd., Suite 206

Westlake Village, CA 91362

March 5, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

GT Biopharma, Inc.

Registration Statement on Form S-3 (File No.
333-229667)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, GT Biopharma, Inc. hereby requests that the Securities
and Exchange Commission accelerate the effective date of the
above-referenced Registration Statement on Form S-3 (File No.
333-229667) and declare the Registration Statement effective as of
Friday, March 8, 2019, at 4:00 p.m., Eastern time, or as soon as
practicable thereafter.

Please contact the undersigned at (310) 977-7394, or Gary R.
Henrie, Attorney at Law at (309) 313-5092, with any questions.
Also, please notify Mr. Henrie when this request for acceleration
has been granted.

Very
truly yours,

GT
Biopharma, Inc.

By:

/s/ Raymond Urbanski

Name:
Raymond Urbanski

Title:
Chief Executive Officer

cc:
Gary R. Henrie, Attorney at Law

February 26, 2019
Raymond Urbanski, M.D., Ph.D.
Chief Executive Officer and Chairman of the Board
GT Biopharma, Inc.
310 N. Westlake Blvd
Suite 206
Westlake Village, CA 91362
Re:GT Biopharma, Inc.
Registration Statement on Form S-3
Filed February 14, 2019
File No. 333-229667
Dear Dr. Urbanski:
            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.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gary R. Henrie, Esq.

CORRESP
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Blueprint

March
21, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3628

Attention:

Chris Edwards, Special Counsel

Erin Jaskot, Special Counsel

Re:

GT Biopharma, Inc.

Registration Statement on Form S-3 (File
No. 333-223348)

Filed March 1, 2018

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
GT Biopharma, Inc. (the “Registrant”)
hereby respectfully requests that the Securities and Exchange
Commission (the “Commission”)
accelerate the effectiveness of the above-referenced Registration
Statement on Form S-3 to 2:00 p.m., Eastern Time, on March 22,
2018, or as soon thereafter as practicable. The Registrant hereby
authorizes Jenifer R. Smith of DLA Piper LLP (US), counsel to the
Registrant, to orally modify or withdraw this request for
acceleration.

We request that we be notified of the effectiveness of the
Registration Statement by telephone to Jenifer R. Smith of DLA
Piper LLP (US) at (512) 457-7037. We also respectfully request that
a copy of the Commission’s order declaring the Registration
Statement effective be sent to Jenifer R. Smith via facsimile at
(512) 721-2212. Thank you for your assistance.

Very
truly yours,

GT
BIOPHARMA, INC.

By: /s/ Steven
Weldon

Steven
Weldon

Chief
Financial Officer

cc:
  Shawn Cross, Chief Executive Officer

    Jenifer R. Smith, DLA Piper LLP
(US)

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Blueprint

March
21, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3628

Attention:

Chris Edwards, Special Counsel

Erin Jaskot, Special Counsel

Re:

GT Biopharma, Inc.

Registration Statement on Form S-3 (File
No. 333-223349)

Filed March 1, 2018

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
GT Biopharma, Inc. (the “Registrant”)
hereby respectfully requests that the Securities and Exchange
Commission (the “Commission”)
accelerate the effectiveness of the above-referenced Registration
Statement on Form S-3 to 2:00 p.m., Eastern Time, on March 22,
2018, or as soon thereafter as practicable. The Registrant hereby
authorizes Jenifer R. Smith of DLA Piper LLP (US), counsel to the
Registrant, to orally modify or withdraw this request for
acceleration.

We request that we be notified of the effectiveness of the
Registration Statement by telephone to Jenifer R. Smith of DLA
Piper LLP (US) at (512) 457-7037. We also respectfully request that
a copy of the Commission’s order declaring the Registration
Statement effective be sent to Jenifer R. Smith via facsimile at
(512) 721-2212. Thank you for your assistance.

Very
truly yours,

GT
BIOPHARMA, INC.

By:
/s/ Steven
Weldon

Steven
Weldon

Chief
Financial Officer

cc:
Shawn Cross, Chief Executive Officer

    Jenifer R. Smith, DLA Piper LLP
(US)

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Blueprint

March
15, 2018

VIA EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street NE

Washington,
D.C. 20549

Attention:

Chris Edwards,
Special Counsel

Erin
Jaskot, Special Counsel

Re:

GT
Biopharma, Inc.

Registration
Statement on Form S-3

Filed
March 1, 2018

File
No. 333-223348

Registration
Statement on Form S-3

Filed
March 1, 2018

File
No. 333-223349

Dear
Mr. Edwards:

This
letter is being furnished by GT Biopharma, Inc. (the
“Company”) in
response to the two substantially similar comment letters, each
dated March 12, 2018, from the staff
(the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”)
regarding the Company’s Registration Statements on
Form S-3 filed March 1, 2018 (the “Registration
Statements”).

In
connection with this letter, the Company has filed an Amendment No.
1 to each Registration Statement (each, an “Amended Registration
Statement”). The Amended Registration Statements
reflect the Company’s responses to the comments from the
Staff and incorporate certain other updating and conforming
changes. Capitalized terms used in this letter but not otherwise
defined have the meanings given to such terms in the Registration
Statements. We have enclosed a courtesy package, which includes
copies of the Amended Registration Statements.

Incorporation of Certain Information by Reference, page
31

1.             We
note that you have incorporated by reference the annual report on
Form 10-K for the fiscal year ended December 31, 2016, but do not
incorporate by reference all reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2016 as
required by Item 12(a)(2) of Form S-3. Please revise your
registration statement so that it complies with Item 12 of Form
S-3.

Response: In response to the Staff’s comment, we have
incorporated by reference in the Amended Registration Statements
all reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act as required by Item 12(a)(2) of Form S-3.

1

General

1.             Please
advise us as to the basis upon which you are eligible to register
on Form S-3 at this time. Refer to General Instruction I.A.3(b) of
Form S-3. In this regard, we note that with respect to the
amendment to the certificate of incorporation on July 17,2017 to
change the name of the company, the Form 8-K providing Item
5.03 disclosure was not filed until July 25, 2017. As such, it
appears this Form 8-K was not filed timely. For guidance, please
refer to Item 5.03(a) of Form 8-K.

Response: We respectfully advise the Staff that the current
report on Form 8-K that the Company filed on July 25, 2017 (the
“Original
8-K”) contained an error in the effective date of the
amendment to the Company’s Certificate of Incorporation
changing the name of the Company from Oxis International, Inc. to
GT Biopharma, Inc. (the “Name Change
Amendment”). The effective date of the Name Change
Amendment was July 19, 2017, not July 17, 2017. The Company has
filed an amendment to the Original 8-K to reflect the correct
date.

In
light of this correction, we respectfully advise the Staff that the
Original 8-K was filed timely. With respect to General Instruction
I.A.3(b), we further advise the Staff that the Company has filed in
a timely manner all reports required to be filed during the 12
calendar months and any portion of a month immediately preceding
the filing of the Registration Statement, other than reports that
are required solely pursuant to Item 1.01, 1.02, 1.04, 2.03, 2.04,
2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K.

*
*    *

If you
have any questions related to this letter, please contact Jenifer
R. Smith of DLA Piper LLP (US), the Company’s outside
counsel, at (512) 457-7037.

Sincerely,

GT
BIOPHARMA, INC.

By:
/s/ Steven
Weldon

Steven
Weldon

Chief
Financial Officer

cc:

Shawn Cross, Chief
Executive Officer

Jenifer R. Smith,
DLA Piper LLP (US)

2

March 12, 2018
Steven Weldon
Chief Financial Officer
GT Biopharma, Inc.
1825 K Street NW, Suite 510
Washington, D.C. 20006
Re:GT Biopharma, Inc.
Registration Statement on Form S-3
Filed March 1, 2018
File No. 333-223348
Dear Mr. Weldon:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 31
1.We note that you have incorporated by reference the annual report on Form 10-K for the
fiscal year ended December 31, 2016, but do not incorporate by reference all reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2016 as
required by Item 12(a)(2) of Form S-3. Please revise your registration statement so that it
complies with Item 12 of Form S-3.

 FirstName LastNameSteven Weldon
 Comapany NameGT Biopharma, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Steven Weldon
GT Biopharma, Inc.
March 12, 2018
Page 2
General
2.Please advise us as to the basis upon which you are eligible to register on Form S-3 at this
time. Refer to General Instruction I.A.3(b) of Form S-3. In this regard, we note that with
respect to the amendment to the certificate of incorporation on July 17, 2017 to change the
name of the company, the Form 8-K providing Item 5.03 disclosure was not filed until
July 25, 2017. As such, it appears this Form 8-K was not filed timely. For guidance,
please refer to Item 5.03(a) of Form 8-K.
            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 Chris Edwards at (202) 551-6761 or Erin Jaskot at (202) 551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jenifer R. Smith

Mail Stop 4546
May 9, 2017

Anthony J. Cataldo
Chairman and CEO
Oxis International, Inc.
100 South Ashley Drive, Suite 600
Tampa, Florida 33602

Re: Oxis International, Inc.
 Revised Preliminary Information Statement on Schedule 14C
Filed May 5, 2017
File No. 000 -08092

Dear Mr. Cataldo :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absen ce of action by the staff.

Sincerely,

 /s/ Erin K. Jaskot, for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

Cc: Gary R. Henrie

Mail Stop 4546
April 20, 2017

Anthony J. Cataldo
Chairman and CEO
Oxis International, Inc.
100 South Ashley Drive, Suite 600
Tampa, Florida 33602

Re: Oxis International, Inc.
 Revised Preliminary Information Statement on Schedule 14C
Filed April 14 , 2017
File No. 000 -08092

Dear Mr. Cataldo :

We have limited our review of your filing to those issues we have addressed in our
comment.

Please respond to the comment within ten business days by providing the requested
information or advise us as soon as p ossible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

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

Beneficial Ownership, page 12

1. Please update the beneficial ownership table to reflect any person who is the beneficial
owner of more than five percent of any class of your voting securities, including the
holders of the Series H Convertible Preferred Stock.  See Item 6(d) of Schedu le 14A.

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.

Anthony J. Cataldo
Oxis International, Inc.
April 20, 2017
Page 2

 Please contact Chris Edwards at (202) 55 1-6761 or Erin Jaskot at (202) 551 -3442 with
any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

Cc: Gary R. Henrie

Mail Stop 4546
April 6, 2017

Anthony J. Cataldo
Chairman and CEO
Oxis International, Inc.
100 South Ashley Drive, Suite 600
Tampa, Florida 33602

Re: Oxis International, Inc.
 Preliminary Information Statement on Schedule 14C
Filed March 24, 2017
File No. 000 -08092

Dear Mr. Cataldo :

We have limited our review of your filing to those issues we have addressed in our
comments.

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

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

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

General

1. We note your disclosure that you obtained approval of the holders of approximately 51%
of the voting power of your shares, but the beneficial ownership table included in the
information statement shows that officers and directors hold less than 5% of the voting
power and that there are no shareholders holding more than 5% of the outstanding shares.
Please identify the shareholders  who provided written consent for these actions, including
each consenting stockholder’s respective share ownership and relationship to the
company.  Please also describe the events that led to your receipt of the written c onsents
and provide an analysis of the basis on which you concluded that the process of obtaining
the consents did not involve a solicitation within the meaning of Exchange Act Rule 14a -
1(l).

Anthony J. Cataldo
Oxis International, Inc.
April 6, 2017
Page 2

 Amendment to the Certificate of Incorporation to Effect Reverse Stock Split, page 4

2. Please revise this section to provide tabular disclosure reflecting the number of record
holders before and after giving effect to the reverse stock split, assuming both the high
and low end of the reverse split range disclosed in the information statement.

Amendment to the Certificate of Incorporation to Increase the Number of Authorized Common
Shares, page 10

3. Please specify the amount of the increase in the number of authorized common shares
that is being sought.

We remind you tha t the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Chris Edwards at (202) 551 -6761 or Erin Jaskot at (202) 5 51-3442 with
any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

July 13, 2011
 Via E-mail

Anthony J. Cataldo Chief Executive Officer Oxis International, Inc. 468 N. Camden Drive Beverly Hills, California 90210
Re: Oxis International, Inc.
 Preliminary Schedule 14A
Filed July 1, 2011 File No. 000-08092

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

 /s/ Jeffrey Riedler
   Jeffrey Riedler
Assistant Director

July 11, 2011
 Anthony J. Cataldo Chief Executive Officer Oxis International, Inc. 468 N. Camden Drive Beverly Hills, California 90210
Re: Oxis International, Inc.
 Schedule 14A
Filed July 1, 2011 File No. 000-08092

Dear Mr. Cataldo:
 We have limited our review of the above proxy statement to the issue identified below.
 Please respond to this letter by providing the requested information or by advising us
when you will provide the requested response.  If you do not believe our comment applies to
your facts and circumstances, please te ll us why in your response.
 After reviewing the information you provide , we may have additional comments.

1. We note that your Board has unanimously adopted a resolution approving, declaring,
advising and recommending to the stockholde rs for their approval an amendment to
your certificate of inco rporation to effect a reverse stock split of your issued and
outstanding common stock at any time pr ior to the next annual meeting of
stockholders, at any whole number ratio of  between 1-for-5 and 1-for-20, in the
discretion of your Board.  We also note your disclosure that the amendment to effect
the reverse stock split will not change th e number of authorized shares of your
common stock.   Please disclose your curren t plans, arrangements or understandings,
written or oral, to issue any of  the shares that will be newl y available as a result of the
approval of the reverse stock split.  If you have no such plans, arrangements or
understandings, please revise your  disclosure to so state.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:

Anthony J. Cataldo Oxis International, Inc.
 July 11, 2011  Page 2

 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Johnny Gharib  at (202) 551-3170 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director

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    correspondence.htm

Oxis International, Inc.

468 N. Camden Drive, Second floor

Beverly Hills, Ca 90210

July 12, 2011

VIA EDGAR CORRESPONDENCE

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Oxis International, Inc.

Schedule 14A

Filed July 1, 2011

File No. 000-08092

Dear Mr. Riedler:

By letter dated July 11, 2011, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) requested additional information regarding the above-referenced proxy statement (the “Proxy Statement”) of Oxis International, Inc. (the “Company”).  The Company hereby advises the Commission as follows:

1.           Because the reverse stock split, if implemented, will not change the number of authorized shares of this Company’s common stock, any reverse stock split will effectively increase the proportion of authorized shares of common stock relative to the issued and outstanding shares of common stock.  However, other than issuing shares in the future from time to time in the ordinary course of business (i) to raise capital and (ii) to fulfill its outstanding stock issuance obligations, the Company has does not have any current plans, arrangements or understandings, written or oral, to issue any of the shares that will become available as a result of the reverse stock split, if the stock split is implemented.

As disclosed in the Company’s filings with the Commission, including the Form 10-K filed earlier this year, because the Company currently has limited revenues, in order to fund its operations and its capital requirements, the Company anticipates that it will have to obtain additional debt or equity financing.  For example, the Company currently is in discussions with a few institutional investors regarding the private sale of between $250,000 and $500,000 of the Company’s securities.  The Company also intends to raise additional amounts in future private sales, from these institutions or from others.  However, the Company does not have any securities issuance plans that are related to the reverse stock split or dependent upon the stock split.

Securities and Exchange Commission

July 12, 2011

Page 2

In addition to periodically selling additional securities to raise capital, the Company will have to continue issuing securities to fulfill its existing contractual stock issuance obligations.  These stock issuance obligations include the issuances of shares of common stock (i) upon the conversion of outstanding convertible debentures, (ii) upon the exercise of outstanding stock options or common stock purchase warrants, and (iii) pursuant to outstanding contractual obligations with certain consultants.

We respectfully contend that these future issuances of shares of common stock will be effected in the ordinary course of business and are not dependent upon, or related to the reverse stock split.  Accordingly, the Company has no plans, arrangements or understandings related to the relatively increased amount of authorized shares that should be disclosed in the Proxy Statement.

*   *   *   *   *

As requested in the July 11, 2011 letter that we received from the Commission, the Company acknowledges that:

·

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

·

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

·

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

Please contact me if you have any questions regarding this letter or require additional information in connection with the above.  In addition, the Company intends to make the Proxy Statement available to its shareholders within the next few days.  Kindly advise if, and when the definitive Proxy Statement can be filed with the Commission and made available to the shareholders.

Very truly yours,

/s/ Bernard Landes

President

cc:

Johnny Gharib

Istvan Benko, TroyGould PC

January 19, 2011
 Anthony J. Cataldo Chief Executive Officer  Oxis International, Inc. 468 N. Camden Dr., 2nd Floor Beverly Hills, CA 90210
 Re: Oxis International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 30, 2010
  File No. 000-08092

 Dear Mr. Cataldo:   We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Jeffrey P. Riedler Assistant Director

cc: Istvan Benko (TroyGould PC)

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    corresp.htm

Oxis International Inc.

468 Camden Dr., 2nd Floor

Beverly Hills, CA  90210

December 17, 2010

VIA EDGAR CORRESPONDENCE

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Oxis International, Inc.

Annual Report On Form 10-K For The Fiscal Year Ended 12/31/09

File No. 000-08092

Dear Mr. Riedler:

By letter dated December 6, 2010, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided Oxis International, Inc. (the “Company”) with comments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Annual Report”).  This letter contains the Company’s responses to the Staff’s comments.  The numbers of the responses and the headings set forth below correspond to the numbered comments and headings in the December 6, 2010 letter from the Staff.

Form 10-K for the fiscal year ended December 31, 2009

Item 1. Business, page 1

1.

The “leading service provider in the direct marketing response business” that was referred to in the 2009 Annual Report is Creative Direct Marketing Group, Inc., a direct marketing response agency that specializes in online and offline (direct mail) marketing programs.  We engaged Creative Direct Marketing early in 2010 to design and develop a direct marketing website and other Internet marketing services, including paid search and a direct mail program, for use in connection with the release of our Ergo-Flex product.  The “agreement” referred to in the 2009 Annual Report consisted of three one-page standard work orders for Creative Direct Marketing’s services.  The total cost of those services was $52,900.  Creative Direct Marketing Group has provided all of the services requested by us, Ergo-Flex has been commercially released using the direct mail campaign designed by Creative Direct, and Creative Direct’s engagement with us has ended.

Securities and Exchange Commission

December 17, 2010

Page 2

Since Ergo-Flex has been released, and since Creative Direct Marketing Group has completed all of its services to us, we intend to include the following reference to Creative Direct Marketing Group in our next Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Annual Report”):

“In 2010, we engaged Creative Direct Marketing Group, Inc., a direct marketing response agency, to design a direct marketing website and other Internet marketing services, including paid search and direct mail program, in connection with the market launch of our Ergo-Flex dietary supplement.  Ergo-Flex was marketed through a highly targeted direct mail campaign.  We plan to add other direct-to-consumer channels such as Internet sales, radio and television infomercials and multi-level marketing as ErgoFlex and future products under the OXIS ERGO brand are established.”

The Staff has asked that we file a copy of the agreement with Creative Direct Marketing Group as an exhibit to our Form 10-K.  We respectfully submit that the “agreement” with Creative Direct is not a material agreement as defined in Item 601(10) of Regulation S-K, but rather three separate one-page work orders, each of which ordinarily accompanies the kind of marketing and sales business conducted by us.  We anticipate that we will enter into similar agreements with marketing companies from time to time in the ordinary course of business.  Accordingly, we do not believe that it is appropriate or necessary to file the work orders as an exhibit.  Should the Staff wish to see the work orders, we will gladly provide the Staff with copies for its review.

Item 10. Directors, Executive Officers and Corporate Governance, page 28

2.

We will include in the 2010 Annual Report the following disclosure discussing the specific experience, qualifications, attributes or skills that led to the conclusion that each of ours directors should serve on the board of the Company, as required by the newly revised Item 401(e)(1) of Regulation S-K, including information about Mr. Thomas W. Hoog, who was elected to our board on July 14, 2010:

“Our Board of Directors identified and recommended that Messrs. Cataldo, Dube and Hoog be elected to the Board of Directors based on the following experience, qualifications and skills of these persons:

Anthony Cataldo – Mr. Cataldo has extensive experience serving in both executive and non-executive capacities for public and private companies, including companies entering new markets and releasing new products.  In addition, Mr. Cataldo is familiar with the duties and obligations of directors serving on the boards of public companies, having served on the board of numerous public companies.

Securities and Exchange Commission

December 17, 2010

Page 3

Anshuman “Andy” Dube – Mr. Dube’s experience as the founder and principal of a private equity fund that specializes in consumer brands provides our Board with experience and market knowledge in both the financial industry and consumer brands market.  These skills will be valuable in the development of our consumer products and our attempts to raise capital in the future.

Thomas W. Hoog – Mr. Hoog has experience in the public relations and public affairs industries, and provides the Board insight to help and position the Company for marketing strategies.

Signatures, page 42

3.

We apologize for the administrative oversight in omitting to state that Michael Handelman also signed the 2009 Annual Report as the principal accounting officer.  We herby confirm that Mr. Handelman signed the 2009 Report in his capacity as the principal accounting officer, and that we will supplement the 2010 Annual Report with the designation “Principal Accounting Officer”.

As requested in the December 6, 2010 letter we received from the Staff, the Company acknowledges that:

·

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

·

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

·

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

Please contact me if you have any questions regarding this letter or require additional information in connection with the above.

Very truly yours,

/s/ Anthony Cataldo

Chief Executive Officer

cc:

Istvan Benko, TroyGould PC

December 6, 2010
Anthony J. Cataldo Chief Executive Officer  Oxis International, Inc. 468 N. Camden Dr., 2nd Floor Beverly Hills, CA 90210
 Re: Oxis International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed March 30, 2010
  File No. 000-08092

 Dear Mr. Cataldo:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.   Please respond to this letter 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 comments apply to your facts and circum stances please tell us why in your response.
  After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-K for the fiscal year ended December 31, 2009

 Item 1. Business, page 1

1. We note your statement on page 3 that the company entered into an agreement with a “leading service provider in the direct ma rketing response business for the purpose of
developing a follow-up offering with a target  mailing date of summer 2010.”  Please
provide draft disclosure to be included in your next Form 10-K which discloses the name
of the service provider and the material terms of the referenced agreement, including a
summary of the duration and termination provisi ons.  To the extent this agreement has
not been filed as an exhibit, please file a copy and confirm that you will incorporate the agreement by reference into your next Form 10-K.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 28

2. Please provide draft disclosure to be incl uded in your next Form 10-K discussing the
specific experience, qualifications, attributes or  skills that led to the conclusion that each
director should serve on the board of the company, as required by newly revised Item

Anthony J. Cataldo
Oxis International, Inc.  December 6, 2010 Page 2
401(e)(1) of Regulation S-K.  Your draft disc losure should include information about Mr.
Thomas W. Hoog who was el ected to the board on June  14, 2010 in addition to the
directors discussed in the Form 10-K.  Please note that the present disclosure of each individual’s business experience alone is not sufficient to comp ly with this requirement.
 Signatures, page 42

3. It does not appear that th e filing has been signed by your controller or principal
accounting officer as required by Form 10-K.   If Michael Handelman, your chief
financial officer and treasurer, was acting as controller or principal accounting officer at the time the filing was executed, please conf irm that he signed the Form 10-K in the
capacity of controller or principal accounti ng officer in addition to the other listed
capacities and that you will include such title in the signat ure section of your next Form
10-K.  Alternatively, if Michael Handelman was not acting in the capacity of controller or
principal accounting officer, please amend your  Form 10-K to have your controller or
principal accounting officer sign the filing.  See Instruction 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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Laura Crotty at (202) 551-3563, Sebastian Gomez Abero
 at (202) 551-
3578 or myself at (202) 551-3715 with any questions.

 Sincerely,
    Jeffrey P. Riedler  Assistant Director

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      Correspondence Response Letter 5-21-07

    Richardson
      & Patel, LLP

    10900
      Wilshire Boulevard, Suite 500

    Los
      Angeles, California 90024

    T
      310-208-1182

    F
      310-208-1154

    May
      21,
      2007

    Filed
      as Correspondence via EDGAR

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Mail
      Stop
      6010

    Re:
       OXIS
      International, Inc.

      Amendment No. 1 to Annual Report on Form 10-KSB

    Ladies
      and Gentlemen:

    This
      letter is in response to the letter dated May 11, 2007 (the “Comment Letter”)
      from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) requesting amendment of the annual report on Form 10-KSB for the
      period ended December 31, 2006 of OXIS International, Inc. (the “Company”).
      Amendment No. 1 to the above-described annual report (the “Amendment”) is being
      filed with the Commission on the date of this letter.

    The
      Comment Letter stated, in relevant part, that “we note that your Form 10-KSB for
      the year ended December 31, 2006 does not appear to include the information
      required by Item 307 of Regulation S-B regarding disclosure controls and
      procedures.” In response to this comment, we are filing the Amendment to our
      10-KSB to which we have added, on page 58, under Item 8A - Controls and
      Procedures, the following disclosure:

    “As
      of
      the end of the period covered by this report, we carried out an evaluation,
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures.  Based on this evaluation, our
      Chief Executive officer and Chief Financial Officer concluded that our
      disclosure controls and procedures are effective in timely alerting management
      to material information required to be included in this report.  It should
      be noted that the design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions, regardless of how remote.”

      U.S.
        Securities and Exchange Commission

      May
        21,
        2007

      Page
        of
        2 of 2

            We
        hope that this successfully
        addresses the Staff’s comment. Please contact me at (310) 208-1182 if you have
        any questions or require any additional information.

    Very
      truly yours,

    /s/
      Edgar
      D. Park

    cc:
      Marvin
      S.
      Hausman, M.D., President and CEO

    Kevin
      Leung, Esq.

CORRESP
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      Correspondence

      May
        11,
        2007

      Filed
        as Correspondence Via EDGAR

      Division
        of Corporate Finance

      Securities
        and Exchange Commission

      100
        F.
        Street, N.E.

      Washington,
        D.C. 20549

      Attn:
        Gregory S. Belliston

      RE:
OXIS
        International,
        Inc.

        Post-Effective Amendments to Form SB-2 Registration
        Statements

        Filed May 9, 2007

        (File Nos. 333-123008
        and 333-139216)

      Dear
        Mr.
        Belliston:

      OXIS
        International, Inc. (the “Company”) hereby requests that the Securities and
        Exchange Commission (“Commission”) take appropriate action to make the
        above-captioned registration statement, as amended, be ordered effective
        as soon
        as practicable.

      The
        Company acknowledges that:

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

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

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

            Very
        truly yours,

            /s/
        Marvin S.
        Hausman

            Marvin
        S. Hausman

            CEO,
        OXIS International,
        Inc.

      cc:
         Edgar
        D.
        Park, Richardson & Patel

Mail Stop 6010

        May 11, 2007

Marvin S. Hausman, M.D.
President and Chief Executive Officer
OXIS International, Inc.
323 Vintage Park Drive, Suite B
Foster City, California 94404

 Re: OXIS International, Inc.
  Post-effective amendments
  Filed May 9, 2007
  File Nos. 333-123008 and 333-139216

Dear Dr. Hausman:

 This is to advise you that we are not conducting a full review of the above post-
effective amendments.  However, we note that your Form 10-KSB for the year ended December 31, 2006 does not appear to include the information required by Item 307 of Regulation S-B regarding disclosure controls and procedures.  Please file an amended Form 10-KSB to include this information.  The disclosure should state that your principal executive officer and principal financial offi cer concluded the disclosure controls and
procedures are either “effective” or “not effective.”  If they are not effective, the filing should describe the weaknesses that led to this conclusion.  It should also state whether the weaknesses impacted the financial statements, and it should describe any steps the company has taken to address the weaknesses.  This issue will need to be fully resolved before we act on a request for acceleration of the effectiveness of the post-effective amendments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us with a letter, acknowledging that:

Marvin S. Hausman, M.D.
OXIS International, Inc. May 11, 2007 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 effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.

        S i n c e r e l y ,

        J e f f r e y  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: Edgar D. Park, Esq. and Kevin K. Leung, Esq.
 Richardson & Patel LLP
 10900 Wilshire Boulevard, Suite 500
 Los Angeles, CA 90024

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      Unassociated Document

    February
      9, 2007

    Filed
      as Correspondence Via EDGAR

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Attn:
      Mary Fraser, Esq.

            RE:

              OXIS
                International, Inc.

    Form
      SB-2 Registration Statement

    (File
      No. 333-139216)

    Dear
      Ms.
      Fraser:

    OXIS
      International, Inc. (the “Company”) hereby requests that the Securities and
      Exchange Commission (“Commission”) take appropriate action to make the
      above-captioned registration statement be ordered effective at 10:00 a.m.
      (E.S.T.) on February 12, 2007.

    The
      Company acknowledges that:

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

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

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

              Very
                truly yours,

              /s/
                Marvin S. Hausman

              CEO,
                OXIS International, Inc.

    cc:
       Edgar
      D.
      Park, Richardson & Patel

CORRESP
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filename1.htm

    RICHARDSON
      & PATEL LLP

    10900
      Wilshire Boulevard, Suite 500

    Los
      Angeles, California 90024-6525

    Telephone
      (310) 208-1182

    Telecopier
      (310) 208-1154

    February
      9, 2007

    Filed
      as Correspondence Via EDGAR

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549-6010

    Attn:
      Mary K. Fraser, Esq.

              Re:

                OXIS
                  International, Inc.

                  Form
                    SB-2 Registration Statement filed December 8,
                    2006

                  (File
                    No.
                    333-139216)

    Dear
      Ms.
      Fraser:

    On
      behalf
      of OXIS International, Inc. (the “Company”), I write in reference to the above
      registration statement filed on December 8, 2006, in addition to the comments
      received from the staff (“Staff”) of the Securities and Exchange Commission in a
      letter dated December 19, 2006, and our response letter and Amendment No. 1
      filed on January 10, 2007, and our response letter and Amendment No. 2 filed
      on
      January 23, 2007, amending the above referenced registration statement.
      References in this letter to “we,” “our,” or “us” mean the Company or its
      advisors, as the context may require.

    In
      a
      series of telephone conversations from January 12, 2007 through February 8,
      2007, the Staff requested that we revise the executive compensation data in
      the
      registration statement to comply with the recent changes to rules regarding
      executive compensation and related person disclosure for small business issuers.
      In response to this request, the Company has further amended its registration
      statement to include a revised summary compensation table, the outstanding
      equity awards at fiscal year-end table, and the director compensation table.
      These revisions appear on pages 65, 66, 67 and 68 of Amendment No. 3 to the
      registration statement filed today (February 9, 2007).

    If
      you
      have any questions, please contact me by telephone at (310) 208-1182, or by
      facsimile at (310) 208-1154.

              Very
                truly yours,

              /s/
                Edgar D. Park, Esq.

            cc:

              Marvin
                S. Hausman, MD

    OXIS
      International, Inc.

Mail Stop 6010

         December 19, 2006

Marvin S. Hausman, M.D.
President and Chief Executive Officer
OXIS International, Inc.
323 Vintage Park Drive – Suite B
Foster City, California  94404

Re:   OXIS International, Inc.
Form SB-2 Registration Statement
Filed December 8, 2006
 File No. 333-139216

Dear Dr. Hausman:

We have limited our review of your filing to the 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 will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  After our comments have been satisfied, we will consider your request for acceleration of the effective date of the registration statement.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Comments

1. Please revise your registration statement to identify and provide the signatures of your principal financial officer and your c ontroller or principal accounting officer.

Marvin S. Hausman, M.D. Oxis International Inc. December 19, 2006 Page 2
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

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

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

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

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

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

Marvin S. Hausman, M.D. Oxis International Inc. December 19, 2006 Page 3
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Please contact Mary K. Fraser at (202) 551-3609 or me at (202) 551-3710 with any other
questions.

     S i n c e r e l y ,

     J e f f r e y  R i e d l e r
Assistant Director

Cc:   Edgar D. Park, Esq.
 Richardson & Patel LLP
 10900 Wilshire Boulevard – Suite 500
 Los Angeles, CA  90024

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      Correspondence

    Via
      Federal Express and Electronic Submission

    June
      8,
      2006

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    Mail-Stop
      6010

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Gregory S. Belliston

    RE: OXIS
      International, Inc.

    Preliminary
      Schedule 14A

    Filed
      June 5, 2006

    File
      No.
      0-08092

    Dear
      Mr.
      Belliston,

    We
      hereby
      transmit for filing Amendment No. 1 to our Preliminary
      Schedule 14A (File
      No.
      0-08092).

    In
      addition, this cover letter is being filed on EDGAR in response to the Staff’s
      comment letter to us, dated June 7, 2006, in connection with our Preliminary
      Schedule 14A. Responses to the comment contained in the comment letter follow
      the text of the comments below.

    1. Text
      of
      comment: Proposal
      No. 2, page 13:
      Please
      disclose whether you currently have any plans to issue any of the shares that
      would be authorized through this proposal. If you do, please describe the plans
      and state how many shares will be issued pursuant to each such
      plan.

    RESPONSE:
      We do not have any current plans to issue any of the shares that would be
      authorized through the proposal referred to in the comment. Our Preliminary
      Schedule 14A has been amended to include a statement consistent with this
      response, on page 11 of the document. We are providing a marked copy of the
      amendment for your review.

    Please
      do
      not hesitate to contact the undersigned at (650) 931-1163 or Rich Scudellari
      of
      Morrison & Foerster, LLP at (650) 813-5880 should you have any questions
      about the contents of this letter or the Preliminary Schedule 14A.

    Sincerely,

    /s/
      Michael D. Centron

                                     Michael
      D.
      Centron

                                    Vice
      President & Chief
      Financial Officer

    OXIS
      International, Inc.

              cc:

              Rich
                Scudellari, Morrison & Foerster,
                LLP

Mail Stop 6010

        June 7, 2006

Michael D. Centron
Chief Financial Officer
OXIS International, Inc.
323 Vintage Park Drive, Suite B
Foster City, CA 94404

 Re: OXIS International, Inc.
  Schedule 14A
  Filed June 5, 2006
  File No. 0-08092

Dear Mr. Centron:

 We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should revise your document in response to the comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.

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

Proposal No. 2, page 13

1. Please disclose whether you currently have any plans to issue any of the shares that would be authorized through this proposal.  If you do, please describe the plans and state how many shares will be issued pursuant to each such plan.

* * *

 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with a marked copy of the amendment to expedite our review.  Please furnish

Michael D. Centron
OXIS International, Inc. June 7, 2006 Page 2
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

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

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

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

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

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

 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 Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.

        S i n c e r e l y ,

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