SecProbe.io

CORRESP
 1
 filename1.htm

 Enzon Pharmaceuticals, Inc.

 20 Commerce Drive, Suite 135

 Cranford, NJ 07016

 (732) 980-4500

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 January 28, 2026

 Re:
 Enzon Pharmaceuticals, Inc.

 Registration Statement on Form S-4

 File No. 333-293019

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Enzon Pharmaceuticals, Inc. (the "Company") respectfully requests that the effective date of
the above referenced Registration Statement on Form S-4 (File No. 333-293019), as amended (the "Registration Statement"),
be accelerated by the U.S. Securities and Exchange Commission to 4:30 p.m., Eastern Time, on January 30, 2026, or as soon as practicable
thereafter.

 The Company respectfully requests to be notified
of such effectiveness by a telephone call to the Company's counsel, Thompson Hine LLP, to Todd Mason at (212) 908-3946, with such
effectiveness to also be confirmed in writing to Todd.Mason@thompsonhine.com.

 Sincerely,

 Enzon Pharmaceuticals, Inc.

 By:
 /s/ Richard L. Feinstein

 Name:
 Richard L. Feinstein

 Title:
 Chief Executive Officer, Chief Financial Officer and Secretary

 cc:
 Todd Mason, Thompson Hine LLP

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

Richard L. Feinstein
Chief Executive Officer, Chief Financial Officer and Secretary
Enzon Pharmaceuticals, Inc.
20 Commerce Drive, Suite 135
Cranford, NJ 07016

 Re: Enzon Pharmaceuticals, Inc.
 Draft Registration Statement on Form S-4
 Submitted December 19, 2025
 CIK No. 0000727510
Dear Richard L. Feinstein:

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

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

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

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Todd E. Mason, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

November 18, 2020

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Enzon
Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-250031)
(the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to
become effective on Monday, November 23, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact
our outside counsel, Todd Mason of Thompson Hine LLP, at (212) 908-3946. Please also call Todd Mason as soon as the Company’s
Registration Statement has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    ENZON PHARMACEUTICALS, INC.

    By:
    /s/ Andrew Rackear

    Name:
    Andrew Rackear

    Title:
    Chief Executive Officer and Secretary

 cc: Todd
E. Mason, Thompson Hine LLP

United States securities and exchange commission logo
November 17, 2020
Andrew Rackear
Chief Executive Officer and Secretary
Enzon Pharmaceuticals, Inc.
20 Commerce Drive (Suite 135)
Cranford, NJ 07016
Re:Enzon Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed November 12, 2020
File No. 333-250031
Dear Mr. Rackear:
            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 David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

September 17, 2020

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Enzon Pharmaceuticals, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-248528)
(the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become
effective on Monday, September 21, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact
our outside counsel, Todd Mason of Thompson Hine LLP, at (212) 908-3946. Please also call Todd Mason as soon as the Company’s
Registration Statement on Form S-1 has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    ENZON PHARMACEUTICALS, INC.

    By:
    /s/ Andrew Rackear

    Name:
    Andrew Rackear

    Title:
    Chief Executive Officer and Secretary

 cc: Todd E. Mason, Thompson Hine LLP

United States securities and exchange commission logo
September 8, 2020
Andrew Rackear
Chief Executive Officer
ENZON PHARMACEUTICALS, INC.
20 Commerce Drive (Suite 135)
Cranford, New Jersey 07016
Re:ENZON PHARMACEUTICALS, INC.
Registration Statement on Form S-1
Filed September 1, 2020
File No. 333-248528
Dear Mr. Rackear:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Todd E. Mason

October 12 , 2012

Via E -mail
Mr. George W. Hebard III
Interim Principal Executive Officer &
Interim Chief Operating Officer
Enzon Pharmaceuticals, Inc.
20 Kingsbridge Road
Piscataway, NJ 08854

Re:  Enzon Pharmaceuticals, Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2011
Filed March 12 , 2012
 File No. 000-12957

Dear Mr. Hebard :

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

Sincerely,

        /s/ Gus Rodriguez

Gus Rodriguez
Account ing Branch Chief

CORRESP
1
filename1.htm

September 20, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

 Re: Enzon Pharmaceuticals, Inc.

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

Filed March 12, 2012

File No. 000-12957

Dear Mr. Rosenberg:

This letter sets forth
the responses of Enzon Pharmaceuticals, Inc. (the “Company”) to the additional comments raised in the letter
dated September 7, 2012 (the “Second Comment Letter”) from the staff (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) related to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2011 filed on March 12, 2012 (the “2011 Form 10-K”) and
the Company’s August 13, 2012 response to the Staff’s July 30, 2012 letter. Set forth below are the Company’s
responses to the Staff’s comments as set forth in the Second Comment Letter. To facilitate your review, the Staff’s
comments set forth in the Second Comment Letter are reprinted below in italics, numbered to correspond with the paragraph numbers
assigned in the Second Comment Letter, and are followed by the corresponding response from the Company.

Patents and Intellectual Property Rights, page 15

 1. We note your response to the first part of our prior comment 2. However, we deem expiration
dates of material patents to be material information to investors. Please revise your disclosure to provide the expiration dates
relating to your material patents covering improved methods of attaching PEG to therapeutic compounds and PEG-modified compounds
that the company has identified or created. Alternatively, please provide a supplemental analysis detailing why they are not material
to your business.

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

September 20, 2012

Page 2

Response:

With respect to the Staff’s
request that the Company provide the expiration dates of any material patents covering improved methods of attaching PEG to therapeutic
compounds and PEG-modified compounds that the company has identified or created, the Company proposes to include disclosure to
the following effect under “Item 1. “Business – Patents and Intellectual Property Rights” in its next Annual
Report on Form 10-K:

“The patents related to
PEGINTRON (peginterferon alfa-2b) are expected to expire in 2013 and 2015 in the U.S. and internationally in 2018 (including any
patent term extensions).”

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Research and Development Expenses- Pipeline, page 45

 2. We acknowledge your response to our prior comment 3. Your current disclosure of research and
development expenses separately for pipeline and specialty and contracted services accompanied by discussion of variations in program
expenses period over period lacks context without the amounts incurred for each program under these two categories. As you internally
evaluate research and development costs on a program-by-program basis and in order to provide more insight into how you manage
your R&D function, please provide proposed disclosure to be presented in future periodic reports of the breakdown of your R&D
expenditures for the periods presented, consistent with your management of these activities (i.e. by program). In this disclosure
indicate the costs you track by program and those you do not and explain how you use this information to manage your activities.
Alternatively, provide other quantitative or qualitative disclosure that indicates the amount of your resources being used on each
of the five projects that are described in this section.

Response:

With respect to the Staff’s
request that the Company provide proposed disclosure to be presented in future periodic reports of the breakdown of R&D expenditures
for the periods presented consistent with our management of these activities (i.e. by program) indicating the costs the Company
tracks by program and those the Company does not, the Company proposes to include disclosure to the following effect under “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Research and Development
Expenses – Pipeline” in its next Annual Report on Form 10-K and on an annual basis thereafter:

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

September 20, 2012

Page 3

“Research and development
- pipeline expenses consist primarily of contractor fees principally related to clinical projects; costs related to research and
development collaborations or licenses; research and drug supplies for preclinical and clinical activities; personnel costs including
salaries, benefits and stock-based compensation; and facilities-related costs including rent, real estate taxes, utilities, insurance
and depreciation. Program costs are those research and development costs which are directly related to specific programs and are
tracked and managed at the individual program level. Other research and development costs are those costs incurred related to the
Company’s on-going research and development activities, such as some personnel and facilities-related expenses, which are
not allocated to specific programs given their general nature.

The following table summarizes
our major research and development - pipeline costs by program incurred for the years ended December 31, 2012, 2011 and 2010 and
the current phases of development (millions of dollars):

    For the year ended

 December 31,

    Current Phase of

    2012
    2011
    2010
    Development

    Program costs:

    PEG-SN38
    $
    $
    $
    Phases I and II

    HIF-1a antagonist

    Phase I

    Survivin antagonist

    Phase I

    Androgen Receptor antagonist

    Phase I

    Other program costs

    Research/Preclinical

    Other research and development costs

    Total research and development - pipeline costs
    $
    $
    $

****

In responding to the Staff’s comments,
the Company acknowledges the following:

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

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

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

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

September 20, 2012

Page 4

Should you have any questions
or comments relating to this letter, kindly contact the undersigned at (732) 980-4500.

    Very truly yours,

    /s/ George W. Hebard III

    George W. Hebard III

 cc: Sasha Parikh, Staff Accountant

Mark Brunhofer, Senior Staff Accountant

Everson Ladson, Staff Attorney

Jeffrey Riedler, Assistant Director

Charles Conover, Enzon Pharmaceuticals, Inc.

Timothy G. Daly, Enzon Pharmaceuticals, Inc.

Andrew Rackear, Enzon Pharmaceuticals, Inc.

Scott Kain, Enzon Pharmaceuticals, Inc.

Lawrence Goodman, Esq., Curtis, Mallet-Prevost, Colt
& Mosle LLP

September 7 , 2012

Via E -mail
Mr. George W. Hebard III
Interim Principal Executive Officer &
Interim Chief Operating Officer
Enzon Pharmaceuticals, Inc.
20 Kingsbridge Road
Piscataway, NJ 08854

Re:  Enzon Pharmaceuticals, Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2011
Filed March 12 , 2012
 File No. 000-12957

Dear Mr. Hebard :

We have reviewed your August 13, 2012  response to our July 30, 2012  letter and have
the following comments.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts  and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
responses to our comments.

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

Patents and Intellectual Property Rights, page 15

1. We note your response to the fir st part of our prior comment 2 .  However, we deem
expiration dates of material patents to be material information to investors.   Please  revise
your disclosure to provide the expiration dates relating to your material patents covering
improved methods of attaching PEG to therapeutic compounds and PEG -modified
compounds that the company has identified or created.   Alternatively, please prov ide a
supplemental analysis detailing why they are not material to your business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses - Pipeline, page 45

2. We acknowledge your response to our prior comment 3.  Your current disclosure of
research and development expenses separately for pipeline and specialty and contracted

Mr. George W. Hebard III
Enzon Pharmaceuticals, Inc.
 September 7 , 2012
 Page 2

 services accompanied by discussion of variations in program expenses period over period
lacks context without the amounts incurred for each program  under these two categories .
As you internally evaluate research and development costs on a program -by-program
basis and in order to provide more insight into how you  manage your R&D function,
please provide proposed disclosure to be presented in future periodic reports of the
breakdown of your R&D expenditures for the periods presented, consistent with your
management of these activities  (i.e. by program) .  In this disclosure indicate the costs you
track by program and those you do not and explain how you use this information to
manage your activities.   Alternatively, provide other quantitative or qualitative
disclosure that indicates the amount of your resources being used on each of the five
projects that are described in this section.

You may contact Sasha Parikh , Staff Accountant, at (202) 551 -3627 or Mark Brunhofer ,
Senior Staff Accountant , at (202) 551 -3638 if you have questions regarding the processing of
your response as well  as any questions re garding comments on the financial statements and
related matters .  You may contact  Johnny Gharib , Staff Attorney, at ( 202) 551 -3170  or Jeffrey
Riedler, Assistant Director, at (202) 551 -3715  with questions on any of the other comments .  In
this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

August 13, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

 Re: Enzon Pharmaceuticals, Inc.

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

                                                                      Filed March 12, 2012

                                                                      File No. 000-12957

Dear Mr. Rosenberg:

This letter sets forth
the responses of Enzon Pharmaceuticals, Inc. (the “Company”) to the comments raised in the letter dated July
30, 2012 (the “Comment Letter”) from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) related to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2011 filed on March 12, 2012 (the “2011 Form 10-K”). Set forth below are the
Company’s responses to the Staff’s comments as set forth in the Comment Letter. To facilitate your review, the Staff’s
comments set forth in the Comment Letter are reprinted below in italics, numbered to correspond with the paragraph numbers assigned
in the Comment Letter, and are followed by the corresponding response from the Company.

Santarus Pharma A/S License Agreement,
page 12

 1. We
                                                                                                              note your disclosure
                                                                                                              stating that Santarus
                                                                                                              may terminate the
                                                                                                              agreement with respect
                                                                                                              to specific LNA
                                                                                                              compounds if you
                                                                                                              do not achieve certain
                                                                                                              development milestones
                                                                                                              for that product.
                                                                                                              Please discuss the
                                                                                                              development milestones
                                                                                                              that must be achieved
                                                                                                              and the timeframe
                                                                                                              for achieving them
                                                                                                              as to each of the
                                                                                                              three pipeline products
                                                                                                              being developed
                                                                                                              as a result of this
                                                                                                              agreement. Also
                                                                                                              disclose the year
                                                                                                              in which the royalty
                                                                                                              term will expire
                                                                                                              as to each of the
                                                                                                              three pipeline products
                                                                                                              in each country
                                                                                                              where patents have
                                                                                                              been issued or where
                                                                                                              patent applications
                                                                                                              are pending.

Response:

Under the Company’s license
agreement with Santaris Pharma A/S (as amended, the “Santaris License Agreement”), the Company has licensed
several LNA compounds consisting of messenger ribonucleic acid (mRNA) antagonists directed against novel oncology targets. The
three pipeline products being developed as a result of the Santaris License Agreement consist of (i) a mRNA antagonist targeting
Hypoxia-Inducible Factor-1 alpha, (ii) a mRNA antagonist targeting Survivin and (iii) a mRNA antagonist targeting the androgen
receptor. The other mRNA antagonists to which the Company has rights under the Santaris License Agreement remain in early stages
of preclinical study.

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

August 13, 2012

Page 2

As disclosed in the 2011 Form
10-K, the Santaris License Agreement provides that Santaris Pharma A/S can terminate the agreement with respect to a specific
LNA compound if the Company does not achieve certain time-based development milestones for that product. With respect to the three
pipeline products, the Company has already achieved these time-based development milestones. Because these milestones have already
been achieved, the Company does not consider these milestones relevant information for disclosure to investors. With respect to
the other mRNA antagonists licensed under the Santaris License Agreement, the Company has yet to achieve these time-based development
milestones. However, because these other mRNA antagonists remain in early stages of preclinical study and it is not known whether
or when any of these mRNA antagonists will enter clinical trials, the Company also does not consider these development milestones
relevant information for disclosure to investors. Nevertheless, to clarify the above in the Company’s disclosure, the Company
proposes to include disclosure to the following effect under “Item 1. “Business – Development and Commercialization
Agreements – Santaris Pharma A/S License Agreement” in its next Annual Report on Form 10-K:

“The license agreement
provides that Santaris can terminate the agreement with respect to a specific LNA compound provided by Santaris if we do not achieve
certain time-based development milestones for that product. These time-based development milestones were achieved for the HIF-1
alpha, Survivin and AR antagonists, but remain to be achieved for the other antagonists licensed under the license agreement.”

With respect to the Staff’s
request that the Company disclose the years in which the royalty terms will expire as to each of these three pipeline products,
the Company will disclose the years in which the royalty terms will expire as to the mRNA antagonist targeting Hypoxia-Inducible
Factor-1 alpha and the mRNA antagonist targeting the androgen receptor. However, in periodic filings subsequent to the 2011 Form
10-K, the Company disclosed that it does not intend to proceed with the clinical development of Survivin at this time. Accordingly,
the Company does not believe that disclosure of the year in which the royalty term will expire as to the mRNA antagonist targeting
Survivin would be material to investors. In this regard, to address the Staff’s request, the Company proposes to include
disclosure to the following effect under “Item 1. “Business – Development and Commercialization Agreements –
Santaris Pharma A/S License Agreement” in its next Annual Report on Form 10-K:

“The royalty term for
the mRNA antagonist targeting Hypoxia-Inducible Factor-1 alpha will expire in 2023 in the U.S. and countries where patents have
been issued or where patent applications are pending. The royalty term for the mRNA antagonist targeting the androgen receptor
will expire in 2028 in the U.S. and countries where patents have been issued or where patent applications are pending.”

Mr. Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

August 13, 2012

Page 3

Patents and Intellectual Property Rights,
page 15

 2. We
                                                                                                              note your disclosure
                                                                                                              indicating that
                                                                                                              the original patent
                                                                                                              covering the Company’s
                                                                                                              PEG technology has
                                                                                                              expired and that
                                                                                                              current patents
                                                                                                              cover improved methods
                                                                                                              of attaching PEG
                                                                                                              to therapeutic compounds
                                                                                                              and PEG-modified
                                                                                                              compounds that the
                                                                                                              company has identified
                                                                                                              or created. It is
                                                                                                              unclear whether
                                                                                                              any of these current
                                                                                                              patents are material
                                                                                                              to your business.
                                                                                                              Please provide expiration
                                                                                                              dates for any of
                                                                                                              these patents if
                                                                                                              they are material
                                                                                                              or, alternatively,
                                                                                                              please provide a
                                                                                                              supplemental analysis
                                                                                                              detailing why they
                                                                                                              are not material
                                                                                                              to your business.
                                                                                                              Also, please provide
                                                                                                              the jurisdiction
                                                                                                              and expiration dates
                                                                                                              of any material
                                                                                                              patents related
                                                                                                              to any of the three
                                                                                                              pipeline products
                                                                                                              being developed
                                                                                                              as a result of the
                                                                                                              agreement with Santarus.

Response:

With respect to the Staff’s
request that the Company provide expiration dates for the original patent covering the Company’s PEG technology and current
patents covering improved methods of attaching PEG to therapeutic compounds and PEG-modified compounds that the Company has identified
or created, based upon the Company’s consideration of the disclosure included in the 2011 Form 10-K and Item 101(c)(1)(iv)
of Regulation S-K, the Company does not consider the expiration dates for these patents relevant information for disclosure to
investors. Rather, the Company considers the expirations of the Company’s right to receive royalties with respect to these
patents to be the most relevant information for disclosure to investors and, accordingly, the Company included this information
on pages 12 and 13 of the 2011 Form 10-K.

With respect to the Staff’s
request that the Company provide the jurisdiction and expiration dates of any material patents related to any of the three pipeline
products being developed as a result of the Santaris License Agreement, the Company proposes to include disclosure to the following
effect with respect to the mRNA antagonist targeting Hypoxia-Inducible Factor-1 alpha and the mRNA antagonist targeting the androgen
receptor under “Item 1. “Business – Development and Commercialization Agreements – Santaris Pharma A/S
License Agreement” in its next Annual Report on Form 10-K:

“The patents related to
the mRNA antagonist targeting Hypoxia-Inducible Factor-1 alpha are expected to expire as late as 2026 in the U.S. (not including
any patent term extensions) and internationally in 2025 (not including any patent term extensions). The patents related to the
mRNA antagonist targeting the androgen receptor are expected to expire as late as 2028 in the U.S. and internatio

July 30, 2012

Via E -mail
Mr. George W. Hebard III
Interim Principal Executive Officer &
Interim Chief Operating Officer
Enzon Pharmaceuticals, Inc.
20 Kingsbridge Road
Piscataway, NJ 08854

Re:  Enzon Pharmaceuticals, Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2011
Filed March 12 , 2012
 File No. 000-12957

Dear Mr. Hebard :

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

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested respon se.  If you do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
responses to our comments.

After reviewing the informa tion you provide, we may have additional comments and/or
request that you amend your filing .

Santarus Pharma A/S License Agreement, page 12

1. We note your disclosure stating that Santarus may terminate the agreement with respect
to specific LNA compounds  if you do not achieve certain development milestones for
that product. Please discuss the development milestones that must be achieved and the
timeframe for achieving them as to each of the three pipeline products being developed as
a result of this agree ment. Also disclose the year in which the royalty term will expire as
to each of the three pipeline products in each country where patents have been issued or
where patent applications are pending.

Patents and Intellectual Property Rights, page 15

2. We no te your disclosure indicating that the original patent covering the Company's PEG
technology has expired and that current patents cover improved methods of attaching

Mr. George W. Hebard III
Enzon Pharmaceuticals, Inc.
 July 30, 2012
 Page 2

 PEG to therapeutic compounds and PEG -modified compounds that the company has
identified or  created. It is unclear whether any of these current patents are material to
your business. Please provide expiration dates for any of these patents if they are material
or, alternatively, please provide a supplemental analysis detailing why they are not
material to your business. Also, please provide the jurisdiction and expiration dates of
any material patents related to any of the three pipeline products being developed as a
result of the agreement with Santarus.

Management’s Discussion and Analysis of  Financial Condition and Results of Operations
Research and Development Expenses - Pipeline, page 45

3. Please provide us revised proposed disclosure to be presented in future periodic reports
that quantifies the costs incurred during each period presented an d to date for each of
your material R&D programs. Where the sum of the costs incurred by project is
materially different than the total R&D expense shown in the financial statements,
disclose the nature and amount of the items that comprise this difference .

Notes to Consolidated Financial Statements
(6)  Notes Payable, page F -14

4. Please provide us your analysis indicating why you have not bifurcated a derivative
liability for your embedded conversion feature , given that the conversion rate is subject to
change .  Please reference for us the authoritative literature you rely upon to support your
position.

(18) Significant Agreements,
Sigma -Tau Group, page F -27

5. Please  provide us proposed revised disclosure to be included in future periodic reports
that dis closes each of your remaining potential milestone receipts and the other
information required by ASC 605 -25-50-2.

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

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

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action  with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. George W. Hebard III
Enzon Pharmaceuticals, Inc.
 July 30, 2012
 Page 3

You may contact Sasha Parikh , Staff Accountant, at (202) 551 -3627 or Mark Brunhofer ,
Senior Staff Accountant , at (202) 551 -3638 if you have questions regarding the processing of
your response as well as any questions re garding comments on the financial statements and
related matters .  You may contact  Evers on Ladson , Staff Attorney, at ( 202) 551 -3495 or Jeffrey
Riedler, Assistant Director, at (202) 551 -3715  with questions on any of the other comments .  In
this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  December 17, 2009   Mr. Craig A. Tooman EVP, Finance & Chief Financial Officer Enzon Pharmaceuticals, Inc. 685 Route 202/206 Bridgewater, NJ  08807

Re:      Enzon Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008 DEF 14A filed April 13, 2009
 File No. 0-12957

Dear Mr. Tooman:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,             G u s  R o d r i g u e z          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    enzon.htm

      Enzon
Pharmaceuticals, Inc.

      685
Route 202/206

      Bridgewater,
NJ 08807

      November
30, 2009

      VIA
EDGAR TRANSMISSION

                John
      L. Krug, Esq.

                Senior
      Counsel

                Division
      of Corporation Finance

                Securities
      and Exchange Commission

                100
      F Street, N.E.

                Washington,
      D.C.  20549-4720

                Re:

                Enzon
      Pharmaceuticals, Inc.

                Preliminary
      Proxy Statement

                Filed
      on November 23, 2009

              File No. 000-12957

      Dear
Mr. Krug:

      In
response to your request in the letter dated November 25, 2009 relating to the
above-referenced filing on Schedule 14A, Enzon Pharmaceuticals, Inc. (the
"Company") hereby acknowledges the following:

                1.

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

                2.

                Comments
      from the Staff (the "Staff") of the Securities and Exchange Commission
      (the "Commission") or changes to disclosure in response to Staff comments
      do not foreclose the Commission from taking any action with respect to the
      filing; and

                3.

                The
      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.

                Very
      truly yours,

                ENZON
      PHARMACEUTICALS,  INC.

                By:

                /s/
      Craig A. Tooman

                Name:

                Craig
      A. Tooman

                Title:

                EVP
      Finance and CFO

                cc:

                Susanne
      Hayes, Esq., Securities and Exchange Commission

                Daniel
      Greenspan, Esq., Securities and Exchange Commission

                Daniel
      E. Stoller, Esq., Skadden, Arps, Slate, Meagher & Flom
    LLP

                Richard
      J. Grossman, Esq., Skadden, Arps, Slate, Meagher & Flom
      LLP

CORRESP
1
filename1.htm

November 30,
2009

Mr. Jim B.
Rosenberg

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4720

 RE:

 Enzon
 Pharmaceuticals, Inc.

 Form 10-K
 for the Fiscal Year Ended December 31, 2008

 DEF 14A
 filed April 13, 2009

 File Number:
 000-12957

Dear Mr.
Rosenberg:

By letter
dated November 13, 2009 from the Staff of the Commission, the Staff provided
certain comments regarding the Form 10-K for the Fiscal Year Ended December 31,
2008 (the “Form 10-K”) of Enzon Pharmaceuticals, Inc. (the “Company”) filed
March 9, 2009. Enclosed please find the response to your comment letter in the
following numbered paragraphs which correspond to the paragraph numbers in the
comment letter.

 (2) Summary of Significant Accounting
Policies

Accruals for Medicaid Rebates, Returns, Chargebacks and Distribution Service Fees.

Page F-9

 1.

 Your policy states that “product returns are accrued based on
 historical experience, projected future prescriptions of the products using
 historical data and the amount and expiry of inventory estimated to be in the
 distribution channel, based on the information obtained from the company’s
 major customers”. Please revise your disclosures to state:

 •

 Your return policy, including the period in which you allow products
 to be returned, whether you allow them to be returned close to or after their
 expiration date and how you account for returns:

 •

 Whether you refund the sales price either in cash or credit, or
 whether you exchange the product from your inventory;

 •

 What happens to returned product; and

 •

 For those returns that you exchange the product from your inventory,
 how you account for your estimate of these returns at the time of sale of the
 product and how you account for returns at the date they are actually
 returned to you. Provide us an analysis supporting your accounting treatment
 with reference to the authoritative literature you rely upon to support your accounting. It also may be helpful to
 provide us an example showing the journal entries made.

Response:

The Company
will include this revised disclosure as part of its annual filings, beginning
with its Form 10-K for the fiscal year ending December 31, 2009. Additions to
the disclosure which address the Staff comments have been highlighted in bold type. As it is not the Company’s
policy to exchange the returned product from its inventory but to issue the
customer a credit, the last bullet was not deemed applicable and accordingly is
not addressed in our response below.

Accruals for
Medicaid Rebates, Returns, Chargeback’s and Distribution Service Fees

          At
the time the Company records the sale, an accrual for Medicaid rebates,
returns, and chargeback’s as well as distribution fees is recorded. These
sales provision accruals, except for rebates which are recorded as a liability,
are presented as a reduction of accounts receivable. With
respect to accruals for estimated Medicaid rebates, the Company evaluates its
historical rebate payments by product as a percentage of historical sales. This
information is used to estimate the proportion of revenue that will result in
a rebate. At the time of subsequent rebate payments, the Company records a
reduction to accrued expenses and, at the end of each quarter, adjusts accrued
expenses for any differences between estimated and actual payments. With respect
to product returns, the Company’s policy
is to accept as a return expired unopened product in its original package
within six months after expiration. In addition, the Company will accept
returns for recalled or discontinued product. On receipt of the returned
product, the Company will issue a credit to the original purchaser of the
product at actual invoice price with a corresponding reduction to the product
return accrual. At the end of each quarter the Company adjusts the product
return accrual for any differences between the estimated and actual returns.
In accordance with the specifications mandated by the FDA, as returned products
have for a period of time been out of the Company’s control, they are destroyed
upon return and cannot therefore be resold. Product returns are
accrued based on the Company’s estimate of
the quantity expected to be returned at the invoice price. The Company’s
estimate is based on historical experience, projected future
prescriptions of the products using historical prescription data and the amount
and expiry of inventory estimated to be in the distribution channel, based on
information obtained from the Company’s major customers. Chargeback accruals
are based on an estimate of claims not yet submitted by customers, using historical
trends and market share data as well as the Company’s estimate of inventory
in the distribution channel based on information obtained from its major customers.
In all cases, judgment is required in estimating these reserves and actual claims
for rebates, returns and chargeback’s could be materially different from
the estimates. The Company has entered into distribution service agreements with
three of its largest customers. The Company pays these customers a fixed percentage of revenues in exchange for
certain distribution-related services. This expense is accrued at the time of
sale to the customer and results in a reduction of the net revenues recorded by
the Company.

 (15) Stock Options, F-24

(16) Restricted Stock and Restricted Stock Units, page F-25

(17) Employee Stock Purchase Plan, page F-26

 2.

 Please revise your disclosure to quantify and identify the income
 statement line items your stock compensation expense is classified as
 “recorded in the same expense categories in the consolidated statement of
 operations as the underlying employee compensation” is vague and
 “predominantly in selling, general and administrative expenses” is not clear.

Response:

The Company
will provide the requested expanded disclosure as well as the quantification by
income statement line item, as requested, as part of its annual filings,
beginning with our Form 10-K for the fiscal year ending December 31, 2009.

The Company
has provided below for the Staff the breakdown of the stock compensation
expense for stock options, nonvested shares and the Employee Stock Purchase
Plan (“ESPP”) by line item that corresponds to the Company’s Statement
of Operations below.

 Research

 and

 development

 Selling,

 general and

 administrative

 Cost of

 product sales

 and contract

 manufacturing

 Total

 2008

 Stock Options

 $

 885

 $

 2,559

 $

 444

 $

 3,888

 Nonvested Shares

 901

 2,891

 642

 4,434

 ESPP

 88

 168

 32

 288

 $

 1,874

 $

 5,618

 $

 1,118

 $

 8,610

 Research

 and

 development

 Selling,

 general and

 administrative

 Cost of

 product sales

 and contract

 manufacturing

 Total

 2007

 Stock Options

 $

 990

 $

 3,392

 $

 397

 $

 4,779

 Nonvested Shares

 581

 2,021

 718

 3,320

 ESPP

 56

 93

 20

 169

 $

 1,627

 $

 5,506

 $

 1,135

 $

 8,268

 Research

 and

 development

 Selling,

 general and

 administrative

 Cost of

 product sales

 and contract

 manufacturing

 Total

 2006

 Stock Options

 $

 392

 $

 2,263

 $

 74

 $

 2,729

 Nonvested Shares

 333

 1,142

 250

 1,725

 ESPP

 -

 -

 -

 -

 $

 725

 $

 3,405

 $

 324

 $

 4,454

Signatures, page 68

 3.

 The Form
10-K should also be signed by the company’s controller or principal accounting
officer. Any person who occupies more than one of the specified positions
required to sign the Form 10-K should indicate each capacity in which he
signs the report. See General Instruction D to Form 10-K. Unless the person
who serves as your controller or principal accounting officer, as reflected
in previous reports filed with the Commission, has already signed the Form
10-K, an amendment should be filed reflecting the signature of your
controller or principal accounting officer. Please advise.

Response:

The Company’s
principal financial officer also serves in the capacity as the Company’s
principal accounting officer. The Company will revise the designation to
include the “principal accounting officer”, starting with its Form 10-K for the
fiscal year ending December 31, 2009.

Definitive Proxy
Statement

Annual
Performance-Based Incentive Compensation, page 14

 4.

 We note that bonus payments are based upon the Compensation
 Committee’s consideration of corporate goals and performance objectives and
 the qualitative performance of each officer during the previous year. The
 Compensation Discussion and Analysis does not disclose the individual
 performance objectives the Compensation Committee considered to determine
 your executive officers’ bonus payments. Please provide us with draft
 disclosure for your 2010 proxy statement which provides the following:

 •

 A more detailed specific description and
 quantification of each of the individual and corporate goals and performance
 objectives; and

 •

 A discussion of how the level of
 achievement will affect the actual bonuses to be paid.

To the extent that these criteria are
quantified, the discussion in your proxy statement should be quantified.
Confirm that you will discuss the achievement of the objectives.

Response:

The Company
will enhance its Compensation Discussion and Analysis beginning with its 2010
proxy statement. A preliminary draft is attached as an Exhibit to this letter
which reflects the requested greater disclosure of individual performance
objectives and their potential effects on the Company’s executive officers’
bonus payments.

We acknowledge
that:

 •

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

 •

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

 •

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

If I can be of
any further assistance, please do not hesitate to contact me at (908) 541-8759.

 Very truly
 yours,

 /s/ Craig A.
 Tooman

 Craig A.
 Tooman

 EVP Finance
 and CFO

Exhibit

Preliminary Draft

Annual Performance-Based Incentive Compensation

We maintain an incentive
program that provides an opportunity for officers and employees to earn a cash
incentive based upon the Company’s performance and their individual
performance. The incentive potential is stated as a percentage of the officer’s
and employee’s base salary and varies by position, and for those officers
with employment agreements will be at least equal to the percentage required
by such employment agreements. Corporate goals are discussed and agreed to by
the Board of Directors prior to the beginning of a new fiscal year. Individuals
goals for employees and Executive Officers are establish in alignment with these
overall corporate goals. In addition, Executive Officers  have
specific functional goals  set at the start of the fiscal year and  based
on business criteria. Actual incentives are calculated at the end of the fiscal
year based on goal performance and overall corporate performance.

          All
executive management had the same corporate goals for the period covered by this
report. The corporate goals were based on annual product revenues, operational
project milestones and pipeline development. These targets were developed to
    be consistent with, and promote the achievement of, the objectives of the
Company’s long-term strategic plan and the Company’s focus on developing
a platform for long-term sustainable growth. Achievement of these goals is part
of the total consideration for management’s cash incentive for 2009. The
2009 stated corporate goals included maintaining relative stability of revenues
in the products and contract manufacturing segments, advancing two R&D
programs into further clinical trials, advancing our next-generation Oncaspar
and Adagen programs, continued improvement in the Company’s capital structure,
continued improvement in gross margins, identification of additional G&A
efficiencies. Beyond the specific 2009 corporate goals, the Company
has ongoing strategic goals that are in-line with the long-term strategic plan,
including identification of value-enhancing opportunities. In 2009, the Company
had a X% increase in product segment revenues. The Company’s pegylated SN38
product candidate progressed through Phase I studies and advanced into Phase
II. In 2009, the Company filed an Investigational New Drug application for its
next-generation Adagen program. The Company was also successful in transferring
the improved manufacturing technology for its next-generation Oncaspar and Adagen
and the pivotal clinical study for Oncaspar is well underway. The Company
improved its capital structure with the purchase of $20.5 million of its
outstanding convertible debt in 2009. The Company  also made improvements
in its financials by the improvement in its gross margin due to the consolidation
of its manufacturing facilities and efficiencies in its overall expense
structure primarily in general and administrative.

          Individual
goals and weightings for each participant varied, depending on the
participant’s position and areas of responsibility and the participant’s effect
on the Company’s performance. As with base salary, the evaluation considered
the individual’s performance using the following criteria for evaluation:
attainment of job accountabilities and functional goals, leadership qualities,
strategic contribution and adoption of the Company’s key operating principles.
Targets were developed with the expectation that their achievement would be
attainable but ambitious. Thus, there is meaningful risk that targets will not
be achieved and payments will not be made at all or will be made at less than
100%. This uncertainty ensures that any payments under this program are truly
performance-based. Achievement of the individual goals are reviewed in
consideration for management’s cash incentive for 2009.

The 2009 individual
performance goals were as follows:

 Management Position

 2009 Performance goals

 2009 Achievements

 Chief Executive Officer
and President

 •

 Achievement
 of 2009 corporate goals

 •

 Achievement
 of strategic goals

 •

 Achievement
 of individual functional goals by the other Executive Officers
 as specified below in this table.

 Executive Vice
President, Research and
Development and Chief

 Scientific Officer

 •

 Advance two
 clinical programs into Phase II studies

 •

 Execution of
 Survivin Phase I study

 •

 File IND for
 next-generation Adagen program

 •

 Identify an
 additional preclinical candidate for IND enabling studies

 Executive Vice
President, Finance and
Chief Financial Officer

 •

 Continue to
 improve capital structure

 •

 Lead team to
 identify additional G&A efficiencies

 •

 Maintain
 good financial controls

 •

 Successfully
 implement new ERP system

 Executive Vice
President, Technical
Operations

 •

 Maintain
 good compliance profile at Indianapolis facility

 •

 Continued
 improvement in cost of goods

 •

 Maintain CMO
 revenues

 Executive Vice
President, Human
Resources

 •

 Improve HR
 efficiencies and effectiveness

 •

 Improve
 employee engagement

 •

 Management
 continuity planning

 •

 Career
 development

          Our
Chief Executive Officer reviews the performance goal achievement of members of
executive management and makes recommendations to the Compensation Committee
    on annual incentive payouts based on attainment of the agreed upon goals.
    The Compensation Committee reviews those recommendations and, with any modifications
it considers appropriate, determines and approves the annual incentive payouts.
The Compensation Committee independently review

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  November 25, 2009   Dr. Alexander J. Denner, Chairman Mr. Paul S. Davit, Corporate Secretary Enzon Pharmaceuticals, Inc. 685 Route 202/206 Bridgewater, New Jersey 08807

Re:      Enzon Pharmaceuticals, Inc.
Preliminary Proxy Statement
Filed November 23, 2009
 File No. 000-12957

Dear Dr. Denner and Mr. Davit:
We have limited our review of your filing to those pending issues we have
addressed in our comments dated Novemb er 13, 2009 pertaining to  your Form 10-K for
the fiscal year ended December 31, 2008.  Pleas e note that any outstanding issues with
respect to your Form 10-K and documents in corporated by reference must be resolved
prior to the staff’s continued pr ocessing of the referenced filing.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 As appropriate, please revise your proxy st atement in response to these comments
within 10 business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.

Dr. Alexander J. Denner
Mr. Paul S. Davit Enzon Pharmaceuticals, Inc. November 25, 2009 Page 2
    We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
• The company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United State.
   In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
If you have any questions, please contact John Krug, Senior Counsel at (202) 551-
3862, Suzanne Hayes, Branch Chief, at (202) 551-3675, Daniel Greenspan, Special
Counsel, at (202) 551-3623, or me at (202) 551-3679.

Sincerely,

Jeffrey Riedler Assistant Director

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   November 13, 2009   Mr. Craig A. Tooman EVP, Finance & Chief Financial Officer Enzon Pharmaceuticals, Inc. 685 Route 202/206 Bridgewater, NJ  08807

Re:      Enzon Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008 DEF 14A filed April 13, 2009
 File No. 0-12957

Dear Mr. Tooman:
We have limited our review of your filings to those issues we have addressed in
our comments. In our comments, we ask you to  provide us with information to better
understand your disclosure.  Where a commen t requests you to revise disclosure, the
information you provide should show us what the revised disclosure will look like and
identify the annual or interim filing, as appli cable, in which you intend to first include it.
If you do not believe that revised disclosure  is necessary, explai n the reason in your
response.  After reviewing the informati on provided, we may raise additional comments
and/or request that you amend your filing.

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

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

(2) Summary of Significant Accounting Policies

Accruals for Medicaid Rebates, Returns, Chargebacks and Distribution Service Fees,
page F-9
 1. Your policy states that “product retu rns are accrued based on historical
experience, projected future prescriptions of the products using historical data and
the amount and expiry of inventory estimat ed to be in the distribution channel,

Mr. Craig A. Tooman
Enzon Pharmaceuticals, Inc. November 13, 2009 Page 2
 based on information obtained from the company’s major customers”. Please
revise your disclo sure to state:
• your return policy, including the peri od in which you allow products to be
returned, whether you allow them to be  returned close to or after their
expiration date and how you account for returns:
• whether you refund the sales price either  in cash or credit, or whether you
exchange the product from your inventory;
• what happens to returned product; and
• for those returns that you exchange the product from your inventory,  how
you account for your estimate of these re turns at the time of sale of the
product and how you account for returns at the date they are actually
returned to you.  Provide us an  analysis supporting your accounting
treatment with referen ce to the author itative literature  you rely upon to
support your accounting.  It also may be helpful to provide us an example showing the journal entries made.
 (15) Stock Options. F-24

(16) Restricted Stock and Rest ricted Stock Units, page F-25
(17) Employee Stock Purchase Plan, page F-26

2. Please revise your disclosure to quantif y and identify the income statement line
items your stock compensation expense is classified as “recorded in the same
expense categories in the consolidated st atement of operations as the underlying
employee compensation” is vague and “p redominantly in selling, general and
administrative expenses” is not clear.
 Signatures, page 68

3. The Form 10-K should also be signed by the company’s controller or principal
accounting officer.  Any person who occupi es more than one of the specified
positions required to sign the Form 10-K should indicate each capacity in which
he signs the report.  See General Instruction D to Fo rm 10-K.  Unless the person
who serves as your controller or prin cipal accounting officer, as reflected in
previous reports filed with the Commissi on, has already signed the Form 10-K, an
amendment should be filed reflecting the si gnature of your controller or principal
accounting officer.  Please advise.

Definitive Proxy Statement

Annual Performance-Based Incentive Compensation, page 14
4. We note that bonus payments are ba sed upon the Compensation Committee’s
consideration of corporate goals and pe rformance objectives and the qualitative
performance of each officer during the previous year.  The Compensation

Mr. Craig A. Tooman
Enzon Pharmaceuticals, Inc. November 13, 2009 Page 3
 Discussion and Analysis does not disclose  the individual performance objectives
the Compensation Committee considered to  determine your executive officers’
bonus payments.  Please provide us w ith draft disclosure for your 2010 proxy
statement which provides the following:
• A more detailed specific description and quantification of each of the
individual and corporate goals and performance objectives; and
• A discussion of how the level of achievement will affect the actual
bonuses to be paid.

To the extent that these criteria ar e quantified, the disc ussion in your proxy
statement should also be quantifie d. Confirm that you will discuss the
achievement of the objectives.

* * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

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

Mr. Craig A. Tooman
Enzon Pharmaceuticals, Inc. November 13, 2009 Page 4
 Please contact Sasha Parikh, Staff Acc ountant, at (202) 551-3627 or Mark
Brunhofer, Senior Staff Account ant, at (202) 551-3638 if you have questions regarding
the processing of your response as well as any questions regarding comments one and
two.  Please contact John Krug, Staff Attorn ey, at (202) 551-3862 if you have questions
regarding comments three and four .  In this regard, do not hes itate to contact me at (202)
551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

May 21 , 2009

Via U.S. Mail and facsimile at 212-986-8866

Christopher P. Davis, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue New York, New York 10176
Re: Enzon Pharmaceuticals, Inc. (“Enzon” or “the Company”)
 Revised Preliminary Proxy Statemen t on Schedule 14A filed May 12, 2009
Additional Soliciting Materials filed pursuant to Rule 14a-12 on May 7, 2009
and May 20, 2009  Filed by DellaCamera Capital Master Fund, Ltd., et al. File No. 000-12957 Schedule 13D/A filed April 22, 2009 File No. 005-35587
 Filed by DellaCamera Capital Master Fund, Ltd., et al.
Dear Mr. Davis:

We have reviewed your filing and have the following comments.

Schedule 14A

Past Actions Taken By Us to Address Our Concerns, page 5
1. We note your response to our prior comme nt 5.  Please revise your filing in
response to the below listed additional comments:
• We note your response in bullet 1 that you believe there has been a, “massive
destruction of shareholde r value” and that Mr. Buchalter, “is directly
responsible.”  However, Schedule 1 indicates that Mr. Buchalter assumed his position in December 2004, when the market  price of Enzon’s common stock had
already begun a decline, and from mid-2005 until the recent general market
disruption Enzon’s stock price remained relatively stable.  Therefore, we ask that
you provide further basis for these statem ents, or alternatively, remove them.

• We note in bullet 5 that you respond citing your belief th at Mr. Buchalter
presided over the initiatives you claim failed.  However, you do not address the
disclosures in Enzon company filings that  cite the decisions to not go forward
with these initiatives as business decisi ons based on external market conditions.
Your response here, and in response to our similar prior comment 7, do not offer
any evidence contrary to the company’s be lief that they elec ted not to pursue

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C. May 21, 2009 Page 2
these initiatives because of market conditions.  Please provide some such
evidence, or alternatively, remove these references.
 Our Concerns, page 4

 2. We note your response to our prior comment  8 that you do, “not believe that there
are any tangible downsides to the adoption of Proposal 1 or Proposal 3.”  While
we recognize your arguments for the be nefits you believe would result from
approval of these proposals, we note that  you cannot guarantee such outcomes.
Please revise your disclosure to acknow ledge the potential negative effects of
approval of each proposal.
Schedule 13D/A filed April 22, 2009

3. We note that the amended Schedule 13D  filed on April 22, 2009 discloses the
filing of the preliminary consent solicita tion statement on the same date.  Please
advise how the filing of the amended Sche dule 13D on this date, as opposed to an
earlier date on which there was a change  in the Reporting Persons plans relating
to a change in the management of En zon, is consistent with the Reporting
Persons’ obligations pursuant to Exchange Act Rule 13d-2 and Item 4(d) of Schedule 13D.  In responding to such comment, please advise in your response
letter the dates on which th e Reporting Persons (i) determined to engage in a
consent solicitation, (ii) in itiated the drafting of a c onsent solicitation statement
(2) and retained MacKenzie Pa rtners, a proxy solicitation firm.

* * *
Please furnish a cover lette r with your responses to our comments and provide
any requested supplemental information.  Pleas e understand that we may have additional
comments after reviewing any amendments to your filing  and responses to our
comments.
Please direct any questions to Mike  Rosenthall at 202.551.3674 or to me at
202.551.3444.  You may also contact me via facsimile at 202.772.9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers and Acquisitions

May 7, 2009

Via U.S. Mail and facsimile at 917-777-3360

Daniel E. Stoller, Esq. Skadden, Arps, Slate, Meagher & Flom LLP  Four Times Square New York, New York 10036
Re: Enzon Pharmaceuticals, Inc. (“Enzon” or “the Company”)
 Preliminary Proxy Statement on Schedule 14A filed April 28, 2009  File No. 000-12957
Dear Mr. Stoller:
 We have reviewed the filing listed above and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider  your explanation as to why a comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Schedule 14A

General

1. We note that you have created a box on the front cover page identifying this filing
as a preliminary consent revocation statement.  As you are aware, the definition of proxy in Rule 14a-1(f) includes consents wh ich may take the form of failure to
object or to dissent.  Please  advise us to what consideration has been given to
revising the front cover page to conform to  that of form Schedule 14A.  See Rule
14a-6(m) in Schedule 14A.

2. Please confirm that you will post your pr oxy materials on a specified, publicly-
accessible Internet Web site (other than  the Commission’s EDGAR Web site) and
provide record holders with a notice in forming them that the materials are

Daniel E. Stoller
Skadden, Arps, Slate, Meagher & Flom LLP  May 7, 2009 Page 2
available and explaining how to access those materials.  Refer to Exchange Act Rule 14a-16 and Release 34-56135 available at http://www.sec.gov/rules/final/2007/34-56135.pdf
.
   Reasons to Reject the DellaCamera Consent Solicitation

 The Board believes that the DellaCamera Proposals are unnecessary and disruptive,

page 3

3. Please provide a basis for your statement that, “The Board believes that the
DellaCamera Proposals result from a seve ral year campaign against Mr. Buchalter
and the Company and are designed to further the DellaCamera Group’s own
interests.”

Effectiveness of Consents, page 9

4. Please disclose how the issuer intends to  notify security holders of when the
consent revocation so licitation expires.
 Solicitation of Consent Revocations

Cost and Method, page 10

5. We note that you intend to solicit proxies via electronic mail, personally,
telephonically, via Internet  or facsimile. Please be advised that all written
soliciting materials, including any e-mails or scripts to be used in soliciting
proxies must be filed under the cover of Schedule 14A on the date of first use.
Refer to Rule 14a-6(b) and (c).  Please confirm your understanding.

* * *
  As appropriate, please amend your filing and respond to these comments.  You may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the filing persons are in
possession of all facts relating to the filing pe rsons’ disclosure, they  are responsible for
the accuracy and adequacy of the disclosures they have made.

Daniel E. Stoller
Skadden, Arps, Slate, Meagher & Flom LLP  May 7, 2009 Page 3   In connection with responding to our comments, please provide, in writing, a
statement from each of the participants acknowledging that:
‚ the participants are responsible for the ad equacy 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 participants may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please direct any questions to Mike  Rosenthall at 202.551.3674 or to me at
202.551.3444.  You may also contact me via facsimile at 202.772.9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

Sincerely,

Perry J. Hindin Special Counsel Office of Mergers and Acquisitions

May 1 , 2009

Via U.S. Mail and facsimile at 212-986-8866

Christopher P. Davis, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue New York, New York 10176
Re: Enzon Pharmaceuticals, Inc. (“Enzon” or “the Company”)
 Preliminary Proxy Statement on Schedule 14A filed April 22, 2009  Filed by DellaCamera Capital Master Fund, Ltd., et al.  Additional Soliciting Materials filed pursuant to Rule 14a-12 on April 22 and
April 28, 2009 by DellaCamera Capital Master Fund, Ltd., et al. File No. 000-12957

Dear Mr. Davis:

We have reviewed your filing and have the following comments.  If you disagree,
we will consider your explanation as to w hy one or more of our comments may be
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing your respons e, we may or may not raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable 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 asp ect of our review.   Please
feel welcome to call us at th e telephone numbers listed at the end of this letter.

Schedule 14A

General
1. We note that you have created a box on the fr ont cover page identifying this filing as
a preliminary consent statement.  Please not e that the definition of proxy in Rule 14a-
1(f) includes consents.  Revise the front cover page to conform to that of form
Schedule 14A.  See Rule 14a-6(m) in Schedule 14A.
2. Revise the proxy statement and form of proxy to clearly mark them as “Preliminary
Copies.”  Refer to Rule 14a-6(e)(1).
3. Please confirm that you will post your pr oxy materials on a specified, publicly-
accessible Internet Web site (other than  the Commission’s EDGAR Web site) and

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C. May 1, 2009 Page 2
provide record holders with a notice informing them that the materials are available
and explaining how to access those materials.  Refer to Exchange Act Rule 14a-16 and Release 34-56135 available at h ttp://www.sec.gov/rules/final/2007/34-56135.pdf
.
 4. Please include disclosure of any past circ umstances in which your company has tried
to affect change at Enzon, including, but not limited t o, interactions with Enzon
management, nominations to the board of  directors, or shareholder proposals.
5. We note that you have made statements in  your soliciting materials that appear to
directly or indirectly impugn th e character, integrity or pers onal reputation of Enzon’s
chief executive officer, or directly or i ndirectly make charges about him concerning
improper, illegal or immoral conduct or a ssociations, all without  adequate factual
foundation.  The following problematic statemen ts are representative of those that
appear in your soliciting materials:
• “…we believe that [Mr. Buchalter] is  directly responsible for the massive
destruction of shareholder value that has occurred over his nearly four and
one-half year tenure with Enz on.” (DFAN filed April 22, 2009);
• “DellaCamera wants to empower other En zon shareholders to free themselves
from a chief executive who has been excessively enriched with a
compensation package that bears no rati onal relation to pe rformance.” (DFAN
filed April 22, 2009);
• The reference to stockholders being able to “…pave the way for a new
President and Chief Exective Officer who would be more committed to increasing stockholder value” by removi ng Mr. Buchalter (thereby implying
that Mr. Buchalter has not focused on his fiduciary duties and on increasing
value for stockholders) (PREC14A filed April 22, 2009);
• The board replacing Mr. Buchalter “with an officer more committed and
capable of delivering greater value to” stockholders (thereby implying that Mr. Buchalter has not been committed to increasing value for stockholders) (PREC14A filed Ap ril 22, 2009); and
• “Mr. Buchalter presid[ing] over a numbe r of failed initiatives.” (PREC14A
filed April 22, 2009)
 Please do not use these or similar statemen ts in your soliciting materials without
providing a proper factual foundation for th e statements.  In addition, as to
matters for which you do have a proper  factual foundation, please avoid making
statements about those matters that go beyond the scope of what is reasonably
supported by the factual foundation.  Please note that characte rizing a statement
as your opinion or belief does not eliminat e the need to provide a proper factual
foundation for the statement; there must be  a reasonable basis for each opinion or
belief that you express.  Please refe r to Note (b) to Rule 14a-9.

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C. May 1, 2009 Page 3  Our Concerns, page 4

 6. Please provide the basis for your statemen t that you, “believe that the potential
intrinsic value of Enzon is far in excess of the Corporation’s current stock price.”
 7. You indicate in this section that, “Mr. Bu chalter has presided over a number of failed
initiatives in the last year.”  However,  filings by the company indicate that the
company decided not to proceed with cer tain of these initiatives because of
unfavorable external market  conditions.  Please provide support for your assertion
that these initiatives failed because of th e actions of the company or Mr. Buchalter.
 Our Proposals, page 5

 8. In general, beyond the specific concerns a ddressed by comments below, please revise
your disclosure in the discussion of each pr oposal to include a discussion of both the
positive and negative potential effects on existi ng security holders of the company.
 Proposal 1 : Stockholder Author ity to Remove the Corporation’s Chief Executive Officer
and/or President, page 5
 9. Please revise your discussion of Proposal 1 to disclose that Mr. Buchalter’s
employment agreement states that his employ ment may be terminated with or without
cause only by the Board upon 30 days prior written notice, and to disclose the
potential consequences of approval of Pr oposal 1 including, but not limited to, a
breach of contract claim by Mr. Buchalter.
 10. Please clarify whether the removal of the sentence, “The removal of an officer
without cause shall be without prejudice to his contract ri ghts, if any” from Section
5.2 of the Bylaws is intended to allow the company to avoid any contractual
obligations to Mr. Buchalter in the event Proposal 1 is approved.  Also disclose any
potential adverse effects the removal of such sentence might have on the Company’s
ability to attract qualified officers in the future.

Proposal 2: Removal of Jeffrey H.  Buchalter as Officer, page 6

 11. We note that you refer to the attached Sc hedule 1 for a discussion of the severance
payments Mr. Buchalter is entitled to receive under his employment agreement
should this Proposal 2 be appr oved.  Please revise either your  disclosure here, or in
Schedule 1, to include quantitative disclosu re, as included in Enzon’s definitive proxy
statement for its 2009 annual meeting of st ockholders, of the benefits the company
would be required to pay Mr . Buchalter under his employme nt agreement were he to
be terminated without cause th rough approval of this proposal.

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C. May 1, 2009 Page 4  12. You state that, “By voting to remove Jeffrey  H. Buchalter, stockholders would create
a vacancy and allow for the Board to a ppoint a new Chief Executive Officer and
President.”  Your disclosure also notes the risk that there can be no assurance that any
successor to Mr. Buchalter, “would in fact be more committed to increasing stockholder value and/or making strategic d ecisions.”  Please expand your disclosure
to include the risks the company faces in the interim period after removing the Chief Executive Officer and President but before a successor is appointed.
 Consent Procedure Under Delaware Law, page 9

 13. Disclose, if true, that all ex ecuted consents will be valid for 60 days or less.  Also
disclose the cut-off date for the submi ssion of consents and/or how you intend to
notify security holders of when th e consent solicitation will expire.
 Certain Additional Information Concerning the Participants in the Solicitation, page 11

 14. You state here that, “Additional informa tion concerning DellaCamera Master Fund
and the other participants in the soli citation contemplated by this Consent
Statement…is set forth below and on the Sche dules attached hereto.”  However, there
does not appear to be any further inform ation concerning the participants in the
remainder of the solicitation statement, or in  the schedules thereto.  Please clarify the
intent of this statement.
 Facts About Our Solicitation of Consents, page 11

 15. Please be advised that all written soliciting materials, including any e-mails or scripts
to be used in soliciting proxies must be  filed under the cover of Schedule 14A on the
date of first use.  Refer to Rule 14a-6(b) and (c).  Please confirm your understanding.

* * *
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed investment  decision.  Since the filing persons are in

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C. May 1, 2009 Page 5  possession of all facts relating to the filing pe rsons’ 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 each partic ipant acknowledging that:

ƒ the participant is responsible for the ade quacy and accuracy of the disclosure in
the filing;

ƒ 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

ƒ the participant may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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

Please direct any questions to Mike  Rosenthall at 202.551.3674 or to me at
202.551.3444.  You may also contact me via facsimile at 202.772.9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers and Acquisitions

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                  February 6, 2009
Craig A. Tooman
Executive Vice President, Finance and
Chief Financial Officer
Enzon Pharmaceuticals, Inc.
685 Route 202/206
Bridgewater, NJ 08807

Re:    Enzon Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007
 Filed February 29, 2008
 File Number:  000-12957

Dear Mr. Tooman:

  We have completed our review of  your Form 10-K and have no further
comments at this time.            S i n c e r e l y ,
Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

   c56266_corresp.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

January 8, 2009

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 6010

RE:

Enzon Pharmaceuticals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

Filed February 29, 2008

File Number: 000-12957

Dear Mr. Rosenberg:

By telephonic communication from the Staff of the Commission, the Staff provided a comment regarding the Form 10-K for the Fiscal Year Ended December 31, 2007 (the “Form 10-K”) of Enzon Pharmaceuticals, Inc. (the
“Company”) filed February 29, 2008. Enclosed please find the response to this comment.

1.

Please refer to your response to comment # 3. Please revise your disclosure to clarify that the Company does not have any continuing involvement in the selling or marketing of PEG-Intron and has no impact over the future
royalty stream of PEG-Intron. Please clarify that the payment was non-refundable and that the amount received is a fixed amount but is not dependant on the future royalty stream.

Response:

The Company confirms that it has no continuing involvement in the selling or marketing of PEG-Intron, has no impact over the future royalty stream of PEG-Intron, that the upfront payment of $92.5 million received was
non-refundable, was fixed in amount and is not dependent on the future royalty stream of PEG-Intron. As requested by the Staff, the Company will include this additional disclosure in the 10-K filing for the year ended December 31, 2008.

We acknowledge that:

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

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

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

If I can be of any further assistance, please do not hesitate to contact me at (908) 541-8759.

      Very truly yours,

      /s/ Craig A. Tooman

      Craig A. Tooman

      EVP Finance and CFO

CORRESP
1
filename1.htm

October 30, 2008

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 6010

RE:

Enzon Pharmaceuticals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

Filed February 29, 2008

File Number: 000-12957

Dear Mr. Rosenberg:

By letter dated October 20, 2008 from the Staff of the Commission, the Staff provided certain comments regarding the Form 10-K for the Fiscal Year Ended December 31, 2007 (the “Form 10-K”) of Enzon
Pharmaceuticals, Inc. (the “Company”) filed February 29, 2008. Enclosed please find the response to your comment letter in the following numbered paragraphs which correspond to the paragraph numbers in the comment letter.

1.

Please revise your summary of gross-to-net sales reductions to include the provision related to sales made in the current period and the provision related to sales made in prior periods similar to the
format you provided in your response letter dated June 21, 2007.

Response:

We regret the oversight in our Form 10-K. We were committed to providing the more detailed analysis of activity in our gross-to-net sales adjustments but inadvertently reverted to old work schedule formats when compiling
the document for filing. We have now incorporated the following analysis into our year-end processes to assure that the data the Staff has requested will be provided beginning with our Form 10-K for the fiscal year ending December 31,
2008.

    Other

    Medicaid

    Cash

    (Including

    Medicaid

    Administrative

    Chargebacks

    Discounts

    Returns)

    Rebates

    Fees

    (1)

    (1)

  (1)

    (2)

    (2)

  Total

Balance at December 31, 2005

$

3,717

$

202

$

1,304

$

1,832

$

286

$

7,341

Provision related to sales made

    in current period

26,363

1,607

5,238

2,614

650

36,472

Provision related to sales made in

    prior periods

(79

)

(9

)

(1

)

112

(3

)

20

Returns and credits (3)

(26,613

)

(1,632

)

(4,774

)

(3,223

)

(728

)

(36,970

)

Balance at December 31, 2006

3,388

168

1,767

1,335

205

6,863

Provision related to sales made in

    current period (3)

22,980

1,353

4,708

3,164

541

32,746

Provision related to sales made in

    prior periods

-

-

-

-

-

-

Returns and credits (4)

(23,790

)

(1,362

)

(4,429

)

(3,117

)

(559

)

(33,257

)

Balance at December 31, 2007

$

2,578

$

159

$

2,046

$

1,382

$

187

$

6,352

(1)

Reported as a reduction in accounts receivable

(2)

Reported as an accrued liability

(3)

Approximately 87% of current period provisions relate to Abelcet

(4)

Relate to sales made in the current period

2.

As product acquisition costs are material, please revise your disclosure to include the following information about your product rights by product: their cost, accumulated amortization, weighted average
amortization period, and aggregate and estimated amortization expense.

Response:

The schedule below reflects the expanded information regarding our intangible assets as requested by the Staff. We propose to begin including this information in our next annual report on Form 10-K for the fiscal year
ending December 31, 2008 and annually thereafter.

Intangible Assets

Intangible assets consist of the following (in thousands):

    Weighted

    December 31, 2007

    December 31, 2006

   Average

    Accumulated

    Accumulated

    Remaining

    Cost

    Amortization

    Net

    Cost

    Amortization

    Net

Useful Lives

Oncaspar

    Marketing rights

$

49,008

$

13,738

$

35,270

$

49,008

$

8,620

$

40,388

    7.0 years

    Technology rights

17,500

2,389

15,111

17,500

64

17,436

    6.5 years

DepoCyt

    Marketing rights

12,186

6,093

6,093

12,186

4,874

7,312

    5.0 years

Total product acquisition costs

78,694

22,220

56,474

78,694

13,558

65,136

    6.6 years

Abelcet

    Patents

15,000

3,333

11,667

15,000

1,667

13,333

    7.0 years

SCA

    Patents

1,875

1,875

-

1,875

1,834

41

*

Total patent costs

16,875

5,208

11,667

16,875

3,501

13,374

    7.0 years

$

95,569

$

27,428

$

68,141

$

95,569

$

17,059

$

78,510

    6.7 years

          * Fully amortized

Intangible amortization for the year ended December 31, 2007 was $10.4 million of which $9.7 million was charged to cost of products sold and $0.7 million to amortization expense. Intangible amortization
charges

totaled $8.1 million for the year ended December 31, 2006 ($7.4 million to cost of products sold and $0.7 million amortization expense).

For existing intangible assets, estimated future annual amortization expense for the years 2008 through 2012 is $10.3 million per year; $9.1 million in 2013 and $5.9 million 2014, approximately $0.7 million
of which will be reported as amortization with the remainder charged to cost of products sold. The Company does not have intangibles with indefinite useful lives.

3.

Please provide us your analysis
      that allowed you to recognize the entire $88.7 million gain on the
      sale of future royalties in the current period. Please include your consideration
      of  EITF 88-18 in your explanation.

Response:

The relevant portions of a position paper prepared by us in September 2007 follow. The provisions of EITF 88-18 were specifically dealt with in the paper leading to our conclusion that immediate recognition of the entire
gain was appropriate.

     Purpose

     The purpose of this memo is to document the accounting treatment surrounding the recent sale of 25% of the Company’s royalty from Peg-Intron, marketed by Schering-Plough
Corporation.

     Background

     With the Company’s outstanding 4.5% debt coming due in July 2008, the Company has entered into a transaction and has sold a 25% interest in its royalty from Peg-Intron, marketed by
Schering-Plough Corporation for $92.5 million to [a third party] (“Acquirer”).

     Question: How should the above transaction be accounted for?

     Response: See discussion below on the receipt of $92.5 million, less the related legal and consulting fees.

     Receipt of $92.5 million

     The Company has sold part of its royalty stream from the sales of Peg-Intron to Acquirer. The Company has concluded that the appropriate treatment would be to record this one time gain as part
of operating income, net of related costs. The basis for this conclusion was as follows:

     The sale of the royalty stream is the sale of a long-lived asset which had a zero dollar carrying value on the Company’s balance sheet. In accordance with the SEC Staff Training Manual on
Form and Content of Financial Statements, the Staff has been requesting that gains and losses from dispositions of long-lived assets be reported as a component of “other general expenses”, with any material item stated separately. This
classification is also referenced in S-X 210.5 -03 (b) (6). In an AICPA National Conference on Current SEC developments in 1999, Jane Adams, then Deputy Chief Accountant discussed the diversity in practice but stated that the Staff has been
requesting that gains and losses from the dispositions of long-lived assets be reported as a component of “other general expenses”, (included in operating income) pursuant to Reg S-X 5.03 (b) (6).

     Given the dollar amount of the gain ($88.4 million net of related costs), we believe that the gain on the sale of the asset should be shown as a separate distinct line item on our financial
statements. We will also include footnote disclosure describing the nature of the transaction in detail.

     It should be noted that the Company considered the inclusion of this one time gain as part of royalty income. Based on the discussion that follows, the Company has concluded that this
classification would not be appropriate.

     First, the SEC guidance cited above, suggests that a gain on sale of an asset (which this clearly is) should be
classified as such and not as revenue. Further, had the EITF criteria as discussed in EITF 88-18 below required that the Company defer the revenue, the Company would have recorded this deferral as royalty income throughout the period that it was
earned. It should be noted that the deferral of income would have been justified where there was an ongoing involvement and there was active participation by the Company. This is however very different in our case where the Company has no active
involvement in the selling or marketing of Peg-Intron and has no impact over the future royalty stream of Peg-Intron. Based on these facts, the Company believes that to record the sale of the asset for $92.5 million as royalty income would be
misleading as it is not a prepayment (the payment of all or part of, prior to its due date) for royalty that otherwise would have been earned. The amount received by the Company is NOT dependant on the future royalty stream which is uncertain.
Instead the $92.5 million is a fixed amount which represents the arms length value (between a willing buyer and seller) of the value of the asset that has been sold.

     We reviewed EITF 88-18 which lists factors that create a presumption that classification of the payment received from a third party should be classified as debt. We believe that none of the
factors listed in EITF 88-18 that are discussed below are applicable to the Company’s transaction with Acquirer:

     EITF 88-18 Factors:

1.

The transaction does not purport to be a sale. Response: In our case, the transaction is a sale of all rights. Section 2.01 of
the agreement states: “Enzon hereby sells, assigns, transfers and conveys to the Purchaser all rights, title and interest in and to the Purchased Interest free and clear of any and all Liens”.

2.

The enterprise has significant continuing involvement in the generation of the cash flows due the investor (for example active involvement in the generation of the operating revenues of a product line,
subsidiary, or business segment). Response: The Company has no involvement in the generation of the cash flows. No selling or marketing [or manufacturing] is done by the
Company of the product.

3.

The transaction is cancelable by either the enterprise or the investor through payment of a lump sum or other transfer of assets by the enterprise. Response:
The transaction is not cancellable.

4.

The investor’s rate of return is implicitly or explicitly limited by terms of the transaction. Response: Acquirer’s
rate of return is not limited. Should Acquirer earn more than $80.0 million over the first 4.5 years of the agreement they will be required to pay Enzon an additional $15.0 million. This however does not limit Acquirer’s rate of return
as there is no ceiling on the return that Acquirer can achieve. It should be noted that as discussed below, it is unlikely that Acquirer will be required to make the $15.0 million payment to Enzon.

5.

Variations in the enterprise’s revenue or income underlying the transaction have only a trifling impact on the investor’s rate of return. Response:
Acquirer’s IRR will be directly impacted based on any fluctuations in Peg-Intron sales.

6.

The investor has any recourse to the enterprise relating to the payments due the investor. Response: Acquirer has no recourse
against the Company.

     Conclusion: The Transaction was an outright sale of 25% of the Company’s interest in Peg-Intron to Acquirer, with no ongoing involvement by
the Company. There is no circumstance that might require the Company to repurchase from Acquirer the 25% interest that has been sold, guarantee the cash flow of Acquirer or any possibility that the 25% interest purchased by Acquirer could be put
back to the Company. We considered EITF 88-18, however, we concluded that immediate recognition of the gain is appropriate and accordingly, we have concluded that the transaction does not meet the criteria to be presented as debt or as a deferral.
Accordingly, we have concluded that the appropriate accounting treatment would be to record the $92.5 million (less the related expenses) as part of operating income.

 We acknowledge that:

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

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

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

If I can be of any further assistance, please do not hesitate to contact me at (908) 541-8759.

Very truly yours,

/s/ Craig A. Tooman

Craig A. Tooman

EVP Finance and CFO

Via Facsimile and U.S. Mail
Mail Stop 6010

         October 20, 2008

Craig A. Tooman
Executive Vice President, Finance and
Chief Financial Officer
Enzon Pharmaceuticals, Inc.
685 Route 202/206
Bridgewater, NJ 08807

Re:   Enzon Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2007
 Filed February 29, 2008
 File Number:  000-12957

Dear Mr. Tooman:

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

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

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Critical Accounting Policies and Estimates

Revenues, page 63
 1. Please revise your summary of gross-to -net sales reductions  to include the
provision related to sales ma de in the current period and the provision related to
sales made in prior periods similar to  the format you provided in your response

Craig A. Tooman
Enzon Pharmaceuticals, Inc. October 20, 2008 Page 2
letter dated June 21, 2007.
 Consolidated Financial Statements

 (7) Intangible Assets, page F-22

 2. As product acquisition costs are material, pl ease revise your disc losure to include
the following information about your pr oduct rights by product:  their cost,
accumulated amortization, weighted aver age amortization period, and aggregate
and estimated amortization expense.
 (11) Gain on Sale of R oyalty Interest, page F-25

 3. Please provide us your analysis that allowed you to rec ognize the entire $88.7
million gain on the sale of future royalties  in the current period.  Please include
your consideration of EITF 88-18 in your explanation.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

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

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

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Craig A. Tooman
Enzon Pharmaceuticals, Inc. October 20, 2008 Page 3
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Joel
Parker, Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding
the comments.  In this regard, do not he sitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

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

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                 August 23, 2007   Mr. Craig A. Tooman Executive Vice President,  Finance, and Chief Financial Officer Enzon Pharmaceuticals, Inc. 685 Route 202/206  Bridgewater, NJ  08807
Re: Enzon Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006 Filed March 2, 2007
 File No. 0-12957

Dear Mr. Tooman:

We have completed our review of your Form 10-K and have no further comments
at this time.
        Sincerely,            J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

CORRESP

July 25, 2007

Mr. James Rosenberg

Senior Assistant Chief Accountant

Unites States

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 6010

    RE:

    Enzon Pharmaceuticals, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Filed March 2, 2007

    File No. 0-12957

Dear Mr. Rosenberg:

By telephone on July 12, 2007, Dana Hartz of the Staff of the Commission provided certain verbal
comments regarding the letter dated June 21, 2007 from Enzon Pharmaceuticals, Inc. (the “Company”)
to the Commission, responding to the Commission’s comments on the Form 10-K for the Fiscal Year
Ended December 31, 2006 (the “Form 10-K”) of the Company filed on March 2, 2007. Following please
find our responses to the two verbal comments provided by the Commission.

    1.

    Please revise the Form 10-K to name your independent valuation firm and provide
consent. If you continue to believe that an amendment is not necessary, please provide a
detailed explanation and provide us your proposed non-expert consent language.

Response:

We will disclose the name of the independent valuation specialist referred to in our Form 10-K.
However, we believe that disclosure on a Form 8-K would be preferable to communicate this
information. The Form 8-K would disclose the name of the independent valuation specialist referred
to in our Form 10-K and the services they performed and would include, as an exhibit to the Form
8-K, the consent of the independent valuation specialist to being named in that Form 8-K and by
incorporation by reference in each of our ’33 Act registration statements. As described in our
previous response letter dated June 21, 2007, we have the agreement of Duff & Phelps, the
independent valuation specialist, to provide their “non-expert consent” to be filed as an Exhibit
99.1 and to be named in our ’34 Act reports and ’33 Act registration statements.

We believe our proposal provides better disclosure to our stockholders and the market for the
following reasons:

    •

    The only disclosure in the Form 8-K would be that concerning our
valuation specialist and the disclosure would specifically reference back to the
relevant disclosure in our Form 10-K. We believe this will make the disclosure more
understandable and would draw more attention to the newly disclosed information,
rather than an amendment to the Form 10-K, which would add the name in the middle of
the MD&A section in a less noticeable format.

    •

    The information in a Form 8-K would be automatically incorporated into
our current ’33 Act registration statements on Form S-3 and Form S-8, just as an
amended Form 10-K would be, so there would be no timing difference in the disclosure
whether filed on a Form 8-K or an amended Form 10-K. As a reminder, each of our ’33
Act registration statements were filed with the Commission and declared effective
prior to the filing of our Form 10-K for the fiscal year ended December 31, 2006.
Therefore, we would not have been required to file the consent of Duff & Phelps with
those registration statements at the time those registration statements were filed.

A draft of the Form 8-K that we propose to file in response to your comment is attached hereto as
Exhibit A.

By filing the Form 8-K, we believe that we would be addressing the issue raised by the Staff
comment in a manner that provides clear disclosure to our stockholders and the market of the name
and role of the valuation specialist.

    2.

    Refer to your response to Comment #3. Since Rule 12-09 of Regulation S-X
specifically asks for a schedule by major class of valuation allowance, we believe your
allowance for doubtful accounts should be separately stated in this schedule to provide
clarity to the investor.

Response:

We advise that the Company will separately state its allowance for doubtful accounts in such
schedule in its future filings with 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.

If I can be of any further assistance, please do not hesitate to contact me at (908) 541-8759.

    Very truly yours,

    /s/ Craig A. Tooman

    Craig A. Tooman

    EVP Finance and CFO

    Cc:

    Dana Hartz

Mary Mast

EXHIBIT A

DRAFT FORM 8-K DISCLOSING INDEPENDENT VALUATION EXPERT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                              July __, 2007

ENZON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

    Delaware

    0-12957

    22-2372868

    (State or other jurisdiction of incorporation)

    (Commission File No.)

    (IRS Identification No.)

    685 Route 202/206, Bridgewater, New Jersey

    08807

    (Address of principal executive offices)

    (Zip Code)

Registrant’s telephone number, including area code                         (908) 541-8600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

    o

    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o

    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)

    o

    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))

Item 8.01 Other Events.

On pages 46 and 47 in the Management’s Discussion and Analysis of Financial Condition and Results
of Operations section of the Form 10-K of Enzon Pharmaceuticals, Inc. (“Enzon”) for the fiscal year
ended December 31, 2006, filed on March 2, 2007, Enzon disclosed that it had engaged an independent
valuation specialist to determine the fair value of the Abelcet asset group and test for impairment
in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”. The name of this independent valuation specialist is
Duff & Phelps, LLC.

A copy of Duff & Phelps’ consent to be named in this Current Report and for such reference to Duff
& Phelps in this Current Report to be incorporated by reference into Enzon’s registration
statements filed under the Securities Act of 1933, as amended, is attached as Exhibit 99.1 to this
Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

    Exhibit No.

    Description

    99.1

    Consent of Duff & Phelps, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July __, 2007

    By:

    Craig A. Tooman

    Executive Vice President, Finance and
Chief Financial Officer

DUFF & PHELPS, LLC • 300 HEADQUARTERS PLAZA • EAST TOWER, 12TH FLOOR • MORRISTOWN, NJ 07960 • tel 973-775-8300 • fax 973-775-8301

Exhibit 99.1

                    , 2007

Mr. Craig A. Tooman                                                                                                              FORM OF DUFF & PHELPS, LLC CONSENT

Executive Vice President,

Finance, and Chief Financial Officer

Enzon Pharmaceuticals, Inc.

685 Route 202/206

Bridgewater, NJ 08807

Email: craig.tooman@enzon.com

    Subject:

    WRITTEN CONSENT TO REFERENCE DUFF & PHELPS, LLC IN SEC 8-K FILING OF ENZON PHARMACEUTICALS, INC.

Dear Mr. Tooman:

     We hereby consent to (i) the inclusion in the Current Report on Form 8-K of Enzon
Pharmaceuticals, Inc. (the “Company”) related to the Annual Report on Form 10-K for the year
ended December 31, 2006 filed with the Securities and Exchange Commission (the “SEC”) on
March 2, 2007, of references to our valuation results, to our valuation reports and to our
firm’s name; and (ii) the incorporation by reference in the Registration Statement of the
Company (Nos. 333-101898, 333-64110, 333-18051, 333-121468, 333-140282, 333-134453, and
333-132467) on Form S-8 and in the registration statements (No. 333-137723) on Form S-3 of
the Company, filed with the SEC referencing our final report regarding the fair value of
the goodwill and intangible assets of the Abelcet asset group, provided to you on February
23, 2006, and to references to our firm’s name therein.

     In giving such consent, we do not hereby admit that we come within the category of
person whose consent is required under Section 7 or Section 11 of the Securities Act of
1933, as amended, or the rules and regulations adopted by the SEC thereunder, nor do we
admit that we are experts with respect to any part of such Forms 8-K and 10-K within the
meaning of the term “experts” as used in the Securities Act of 1933, as amended or the
rules and regulations of the SEC thereunder. The responsibility for determining fair value
of the goodwill and intangible assets as well as the performance of the impairment testing
rests solely with the Company and our valuation reports were used as part of the Company’s
analysis in reaching their conclusion of value.

Sincerely,

Duff & Phelps, LLC

CORRESP
1
filename1.htm

CORRESP

June 21, 2007

Mr. James Rosenberg

Senior Assistant Chief Accountant

Unites States

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 6010

    RE:

    Enzon Pharmaceuticals, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Filed March 2, 2007

    File No. 0-12957

Dear Mr. Rosenberg:

By letter dated June 12, 2007 from the Staff of the Commission, the Staff provided certain comments
regarding the Form 10-K for the Fiscal Year Ended December 31, 2006 (the “Form 10-K”) of Enzon
Pharmaceuticals, Inc. (the “Company”) filed on March 2, 2007. Enclosed please find the response to
your comment letter in the following numbered paragraphs which correspond to the paragraph numbers
in the comment letter.

    1.

    You indicate that you engaged an independent valuation specialist to assist
management in its determination of the fair value of the Abelcet asset group and to test
for impairment. This reference suggests to an investor that you are placing reliance on
the firm, which the staff believes requires the firm be named in a ’34 Act filing.
Additionally, if the Form 10-K is incorporated by reference into a ’33 Act registration
statement, a consent from the valuation specialist must be provided in the ’33 Act
registration statement. Please advise.

Response:

We have the agreement of Duff & Phelps, LLC to provide their non-expert consent to be named in our
proposed filing of a Form 8-K that will include disclosure naming the independent valuation firm
and attaching their consent in the form of Exhibit 99.1 to being named in that Form 8-K, and by
reference in the current ’33 Act registration statements (Nos. 333-101898, 333-64110, 333-18051,
333-121468, 333-140282, 333-134453, 333-132467, and 333-137723), collectively the “’33 Act
Registration Statements”.

To respond to this comment, we propose to file a Form 8-K that will (1) include disclosure naming
the independent valuation firm referred to in our Form 10-K and (2) attach the non-expert consent
of the independent valuation firm to being named in that Form 8-K and incorporated by reference
into each of our ’33 Act Registration Statements.

Please note that each of our ’33 Act Registration Statements were filed with the Commission and
declared effective prior to the filing of our Form 10-K for the fiscal year ended December 31,
2006. Therefore, we would not have been required to file the consent of Duff & Phelps, LLC with
those registration statements at the time those registration statements were filed.

Because we do not believe we are required to amend our Form 10-K for the fiscal year ended
December 31, 2006 in response to comments 2 and 3 below, we would propose to disclose the required
information and non-expert consent in a Form 8-K filed now.

    2.

    Please provide us, in disclosure-type format, a roll forward of each item that
reduces your gross revenue for the periods presented showing the following:

    •

    Beginning balance,

    •

    Current provision related to sales made in the current period,

    •

    Current provision related to sales made in prior periods,

    •

    Actual returns or credits in current period related to sales made in current
period,

    •

    Actual returns or credit in current period related to sales made in prior
periods, and

    •

    Ending balance.

Response:

The schedule below shows the roll forward of each of our gross to net sales deductions for the six
months ended December 31, 2005 as well as for the twelve months ended December 31, 2006.

Gross-to-Net Sales Adjustments

(in thousands)

    Other

    Medicaid

    Cash

    (including

    Medicaid

    Administrative

    Chargebacks (1)

    Discounts (1)

    returns)(1)

    Rebates (2)

    Fees (2)

    Total

    Balance at June 30, 2005

    $
    6,137

    $
    265

    $
    840

    $
    2,604

    $
    347

    $
    10,193

    Provision related to sales made in
current period

    13,161

    717

    2,863

    448

    537

    17,726

    Provision related to sales made in
prior periods

    —

    —

    —

    —

    —

    —

    Returns and
credits (3)

    (15,581
    )

    (780
    )

    (2,399
    )

    (1,220
    )

    (598
    )

    (20,578
    )

    Balance at December 31, 2005

    3,717

    202

    1,304

    1,832

    286

    7,341

    Provision related to sales made in
current period

    26,363

    1,607

    5,238

    2,614

    650

    36,472

    Provision related to sales made in
prior periods

    (79
    )

    (9
    )

    (1
    )

    112

    (3
    )

    20

    Returns and
credits (3)

    (26,613
    )

    (1,632
    )

    (4,774
    )

    (3,223
    )

    (728
    )

    (36,970
    )

    Balance at December 31, 2006

    $
    3,388

    $
    168

    $
    1,767

    $
    1,335

    $
    205

    $
    6,863

    (1)

    Included as a reduction in accounts receivable

    (2)

    Included as an accrued liability

    (3)

    Relate to sales made in the current period

Of the sales accruals and provisions, greater than 90% relate to Abelcet. Should our Products
Segment continue to grow, this might not be true in the future. We would therefore propose that
beginning with our next annual report and for each annual report thereafter, that we include the
above disclosure as part of our Management’s Discussion and Analysis.

    3.

    Your Schedule II should depict the balance and activity in your allowance for
doubtful accounts separately from that of chargebacks, returns and cash discounts. Please
provide us, in disclosure-type format, a revised schedule.

Response:

We considered disclosing the movements in our allowance for doubtful accounts separately during the
preparation of our annual report. However, we believe that both the additions and deductions to the
allowance for doubtful accounts have been immaterial in the periods presented. As demonstrated
below, the movements in our allowance for doubtful accounts have been less than 1% when compared to
the same activity for chargebacks, returns and cash discounts. If the movements in our allowance
for doubtful accounts become material in the future, we would propose that we would disclose it
separately at that point in Schedule II.

As requested, we have revised Schedule II below to show the balance as well as the activity in our
allowance for doubtful accounts separately.

Schedule II — Valuation and Qualifying Accounts

(In thousands)

    Additions

    Balance at

    Charged to

    Balance

    beginning

    costs and

    Charged to

    at end of

    of period

    expenses

    other accounts

    Deductions

    period

    Year ended December 31, 2006:

    Allowance for chargebacks,
returns and cash discounts

    $
    5,152

    —

    $
    30,859

    $
    (30,933
    )

    $
    5,078

    Allowance for doubtful accounts

    $
    71

    $
    245

    —

    $
    (71
    )

    $
    245

    Six months ended December 31, 2005:

    Allowance for chargebacks,
returns and cash discounts

    $
    7,242

    —

    $
    14,943

    $
    (17,033
    )

    $
    5,152

    Allowance for doubtful accounts

    —

    $
    71

    —

    —

    $
    71

    Year ended June 30, 2005:

    Allowance
for chargebacks, returns and cash discounts

    $
    8,785

    —

    $
    37,982

    $
    (39,525
    )

    $
    7,242

    Allowance for doubtful accounts

    —

    —

    —

    —

    —

    Year ended June 30, 2004:

    Allowance for chargebacks,
returns and cash discounts

    $
    7,134

    —

    $
    52,619

    $
    (50,968
    )

    $
    8,785

    Allowance for doubtful accounts

    —

    —

    —

    —

    —

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.

If I can be of any further assistance, please do not hesitate to contact me at (908) 541-8759.

    Very truly yours,

    /s/ Craig A. Tooman

    Craig A. Tooman

    EVP Finance and CFO

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 12, 2007   Mr. Craig A. Tooman Executive Vice President,  Finance, and Chief Financial Officer Enzon Pharmaceuticals, Inc. 685 Route 202/206  Bridgewater, NJ  08807
Re: Enzon Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006 Filed March 2, 2007
 File No. 0-12957

Dear Mr. Tooman:

We have limited our review of your filing to those issues we have addressed in our
comments.  In our comments, we ask you to provide us with information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2006

Managements Discussion and Analysis of Fi nancial Condition and Results of Operations

 Write-down of goodwill and intangibles, page 46

 1. You indicate that you engaged an independent valuation specialist to assist management
in its determination of the fair value of the Abelcet asset group and to test for impairment. This reference suggests to an investor that you are placing reliance on the firm, which the staff believes requires the firm be named in a ’34 Act filing.  Additionally, if the Form 10-K is incorporated by reference into a ’33 Act registration statement, a consent from the valuation specialist must be provided in the ’33 Act registration statement.  Please advise.
 Critical Accounting Policies and Estimates

Mr. Craig A. Tooman
Enzon Pharmaceuticals, Inc. June 12, 2007 Page 2
2
Revenues, page 57

 2. Please provide us, in disclosure-type format, a roll forward of each item that reduces your
gross revenue for the periods presented showing the following:
• Beginning balance,
• Current provision related to sales made in current period,
• Current provision related to sales made in prior periods,
• Actual returns or credits in current period related to sales made in current period,
• Actual returns or credits in current period related to sales made in prior periods,
and
• Ending balance.

Schedule II, Valuation and Qualifying Accounts, page F-39

 3. Your Schedule II should depict the balance and activity in your allowance for doubtful
accounts separately from that of chargebacks, returns and cash discounts.  Please provide us, in disclosure-type format, a revised schedule.

*     *     *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our comments and
provide the requested information.  Detailed letters greatly facilitate our review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all 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 your letter, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Craig A. Tooman
Enzon Pharmaceuticals, Inc. June 12, 2007 Page 3
3 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.
You may contact Mary Mast, Review A ccountant, at (202) 551-3613 if you have
questions regarding the comments.  Please contact me at (202) 551-3679 with any other questions.
  Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

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

June 16, 2006

By Facsimile: (212) 310-8007 and U.S. Mail

Todd R. Chandler, Esq.
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Re:  	Enzon Pharmaceuticals, Inc.
	Schedule TO-I filed by Enzon Pharmaceuticals, Inc.
	on June 6, 2006
	File No. 005-35587

Dear Mr. Chandler:

	We have the following comments on the above-referenced
filing. We may have comments on other filings.  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 on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Summary, page 1
What are the significant conditions to the offer?  Page 2

1. Your offer conditions include the trigger of changes in your
prospects, which is vague. Please revise to specify or generally
describe the prospects to which you refer so that security holders
will have the ability to objectively determine whether the
condition has been triggered.

If the offer is completed and I do not participate in the offer,
will my rights and obligations under my untendered convertible notes
be affected?  Page 3

2. Please eliminate the phrase from the last sentence that the
description of certain rights under the Indenture set forth in
this offer does not purport to be complete and "is qualified in its
entirety by reference to the full text of the Indenture."  The
information you provide in the Schedule TO must be materially
complete and the qualification suggests that the offer summary may
not be materially complete.  Note that this language is also
inappropriately used other places in your offer document.  Please
revise throughout the offer document accordingly.

Conditions of the Offer, page 8

3. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the last paragraph in this section,
the phrase "regardless of the circumstances (including any action or
inaction by Enzon) giving rise to any such condition" states that
you may assert an offer condition even when the condition is
"triggered" be your own action or inaction. Please revise in
accordance with our position.

4. We note your statement on page 9, regarding the conditions,
that "[a]ny determination or judgment by Enzon concerning the events
described above will be final and binding upon all parties."
Please revise this sentence to more precisely define its scope.
It appears that your interpretation of the terms of the tender offer
may not necessarily be final and binding on all persons.  For example,
while you may assert an offer condition when it is triggered, when
parties contest asserted conditions, the judgments of courts of law are
generally considered final and binding in such matters.

Persons Employed in Connection with the Offer, page 15
Dealer Manager

5. We note that the dealer manager may tender notes held in its
own account or the accounts of customers in the offer. We object to
fees paid to a dealer manager based on tenders of subject securities it
holds for its own account. Please indicate whether you intend to
pay fees under those circumstances. If you do not, indicate how you
will ensure that you do not pay fees under such circumstances.  For
example, what mechanism will you use to determine who holds the
tendered securities when calculating the fee owed to Goldman,
Sachs & Co. if the fee to the dealer manager is based on the principal
amount of notes tendered?

Forward-Looking Statements, page 17

6. Your statement that you undertake "no . . . obligation to
update any forward-looking statements." appears to be inconsistent with
Rule 13e-4(3).  Please revise accordingly.

Additional Information, page 18

7. We note your statement that later information filed with the
SEC will update and supersede the information currently incorporated
by reference.  Schedule TO does not permit such "forward"
incorporation. Therefore, please ensure that you amend the Schedule TO
to specifically reference the periodic reports you wish to
incorporate, as they are filed.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidder is in possession of all
facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has 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 filings;

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

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

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

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

           					Very truly yours,

          					Celeste M. Murphy
						Special Counsel
						Office of Mergers and
						Acquisitions

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Prepared and filed by St Ives Financial

ENZON PHARMACEUTICALS, INC.

685 Route 202/206
Bridgewater, NJ 08807

June 23, 2006

VIA EDGAR:
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Celeste M. Murphy, Esq.

Re:
Enzon Pharmaceuticals, Inc.

  Schedule TO filed June 6, 2006 (File No. 005-35587 )

Ladies and Gentlemen:

Enzon Pharmaceuticals, Inc. (the “Company”) hereby acknowledges the following:

1.
The Company is responsible for the adequacy and
    accuracy of the disclosure in the filings;

2.
Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from any action with respect to the filing; and

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

Very truly yours,

ENZON PHARMACEUTICALS, INC.

By: /s/ Craig A. Tooman

       Name:   Craig A. Tooman

Title:      Executive Vice President, Finance

                   and Chief Financial Officer

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

Mail Stop 0610					March 28, 2006

Mr. Paul S. Davit
Corporate Secretary
Enzon Pharmaceuticals, Inc.
685 Route 202/206
Bridgewater, New Jersey 08807

Re:	Enzon Pharmaceuticals, Inc.
	Preliminary proxy statement filed March 22, 2006
	File No. 0-12957

Dear Mr. Davit:

      We have reviewed your filing solely with respect to proposal
number three and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

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

Proposal 3.  Approval of  increase in number of authorized shares
of
common stock

Please expand the discussion to state whether you have any plan,
commitment, arrangement, understanding or agreement, either oral
or
written, regarding the issuance of common stock subsequent to the
increase in the number of authorized shares.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

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

	You may contact John L. Krug at (202) 551-3862, Senior
Counsel,
or me at (202) 551-3715 if you have any questions.

Sincerely,

Jeffrey Riedler
Assistant Director

</TEXT>
</DOCUMENT>

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

                           ENZON PHARMACEUTICALS, INC.

March 29, 2006

VIA Facsimile and EDGAR

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:        John L. Krug
                  Jeffrey Riedler

Re:      Enzon Pharmaceuticals, Inc.
         Preliminary Proxy Statement filed March 22, 2006
         File No. 000-12957

Gentlemen:

     In connection with our response to the letter dated March 28, 2006 from the
     Staff of the Commission, the Staff providing certain comments regarding the
     Schedule 14A Preliminary  Proxy Statement (the "Proxy  Statement") of Enzon
     Pharmaceuticals,  Inc. (the "Company") filed on March 22, 2006, the Company
     acknowledges that:

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

     o    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

     o    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.

                                    Very truly yours,

                                    By: /s/ LAWRENCE R. MILLER
                                    Name:  Lawrence R. Miller
                                    Title:  Vice President and General Counsel

cc:      Kevin T. Collins, Esq.

</TEXT>
</DOCUMENT>