Manhattan
Pharmaceuticals, Inc.
48
Wall Street
New
York, NY 10005
October
10, 2008
VIA
EDGAR
Securities
and Exchange Commission
100
F
Street, N.W.
Washington,
D.C. 20549
| Re: |
Manhattan
Pharmaceuticals, Inc. (the
"Company")
|
Registration
Statement on Form S-1 (File No. 333-150580)
Ladies
and Gentlemen:
In
connection with the above-captioned registration statement, and pursuant to
Rule
461 under the Securities Act of 1933, as amended (the “Act”),
the
Company hereby requests that the effective date of the above-mentioned
registration statement be accelerated to 4:30 p.m. (New York time) on Wednesday,
October 15, 2008, or as soon thereafter as practicable.
The
Company hereby acknowledges that:
|
·
|
should
the Securities and Exchange Commission (the "Commission") or the
staff,
acting pursuant to delegated authority, declare the filing effective,
it
does not foreclose the Commission from taking any action with respect
to
the filing;
|
|
·
|
the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
|
|
·
|
the
Company may not assert the declaration of effectiveness as a defense
in
any proceeding initiated by the Commission or any person under the
federal
securities laws of the United
States.
|
|
Very
truly yours,
MANHATTAN
PHARMACEUTICALS, INC.
|
||
| |
|
|
| By: | /s/ Michael McGuinness | |
|
Michael McGuinness |
||
| Chief Financial Officer and Chief Operating Officer | ||