corresp.htm

Jeffrey P. Riedler

April 7, 2008

Page 1 of 4

TARTER

KRINSKY &

DROGINLLP

ATTORNEYS AT LAW

1350 BROADWAY, 11TH FLOOR

NEW YORK, NY 10018

TEL: (212) 216-8000

FAX: (212) 216-8001

April 7, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

United States Securities and Exchange Commission

Mail Stop 6010

Washington, D.C. 20549

Attention: Jeffrey P. Riedler,

Assistant Director

Re:

NanoViricides, Inc.

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

Filed on March 24, 2008

File No. 333-148471

Dear Mr. Riedler:

Please be advised that this firm is special securities counsel to NanoViricides, Inc., the above-referenced issuer (the “Issuer”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing provided in your letter dated March 31, 2008 (the “Comment Letter”). In response to these comments, the Issuer has caused to be filed Amendment No. 2 on Form S-1, a redlined version of which is enclosed with the original of this letter. The purpose of this correspondence is to illustrate these changes to the Commission and provide explanation, where necessary. Our responses follow the text of each Staff comment reproduced consecutively for your convenience.

Jeffrey P. Riedler

April 7, 2008

Page 2 of 4

General

Please explain the discrepancy between the number of shares you seek to register in your “Calculation of Registration Fee” table and the number of shares you seek to register in your “Selling Security Holders” table. We note that your “Calculation of Registration Fee” table seeks to register 3,225,000 shares of common stock, while your “Selling Security Holders” table seeks to register 4,750,000 shares of common stock.

The Issuer inadvertently used an incorrect Selling Security Holders table. The table was replaced in its entirety by the following Selling Security Holders table which relates to the number of shares in the “Calculation of Registration Fee” and other sections throughout the registration statement:

	Amount of securities of the class owned by the security holder before this offering*		Amount to be offered for the security holder's account		Amount and percentage of the class to be owned by security holder after the offering is complete
DKR Saturn Event Driven Holding Fund Ltd.(1)(2)		1,950,000		1,950,000		0	%
David A. Boardman		52,500		52,500		0	%
Richard A. Jacobs		150,000		150,000		0	%
Leighton C. Klevana		52,500		52,500		0	%
Greg Lubar		75,000		75,000		0	%
Vivian Boniuk		150,000		150,000		0	%
Robert and Julie Kassan		150,000		150,000		0	%
David G. Gold		125,000		125,000		0	%
Robert I. Gold		125,000		125,000		0	%
Charles I. Gold		125,000		125,000		0	%
Gary and Linda Nathanson		75,000		75,000		0	%
Marvin Rosenberg		37,500		37,500		0	%
David Jacofsky		37,500		37,500		0	%
John Engerholm		37,500		37,500		0	%
Doren Family Trust (3)		75,000		75,000		0	%
Linden Group Money Purchase Pension Plan(4)		37,500		37,500		0	%

* For the purpose of the table set forth above, we have included all shares of common stock beneficially owned by each selling security holder as of April 7, 2008, including the shares of common stock issuable to DKR upon exercise of the Warrants.

(1) Includes 450,000 shares of common stock issuable upon exercise of common stock purchase warrants dated September 21, 2007.

(2) The investment manager of DKR Saturn Event Driven Holding Fund Ltd. (the "Fund") is DKR Saturn Management LP (the "Investment Manager"). The Investment Manager is an SEC registered investment adviser. The Investment Manager has the authority to do any and all acts on behalf of the Fund, including voting any shares held by the Fund. Mr. Ron Phillips, portfolio manager of the Investment Manager, has ultimate responsibility for investments with respect to the Fund. Mr. Phillips disclaims beneficial ownership of the shares.

Jeffrey P. Riedler

April 7, 2008

Page 3 of 4

(3) Gerald Doren is the Trustee of the Doren Family Trust.

(4) Frederick M. Grossman is the trustee of the Linden Group Money Purchase Pension Plan.

Signatures, page 67

We note your response to Comment 6 and reissue the comment in part. We note that your chief executive officer and chief financial officer have signed this Form S-1 on behalf of the registrant and in his own capacity, but that the Form S-1 has not been signed by your controller or principal accounting officer in those capacities as required by Form S-1. Please revise your filing to include the signature of your controller or principal accounting officer. If either Dr. Seymore or Dr. Diwan is also your controller or principal accounting officer, please indicate beneath his signature that he is signing the Form S-1 in the capacity of control or principal accounting officer.

The Registration Statement was revised to provide the following signatures:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Haven, State of Connecticut, on April 7, 2008.

	NANOVIRICIDES, INC.

	By:	/s/ Eugene Seymour
	Name:	Eugene Seymour, MD MPH
	Title:	Chief Executive and Acting Chief Financial Officer, Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

/s/ Anil Diwan	President, Chairman of the Board of Directors	April 7, 2008
ANIL DIWAN	(Principal Executive Officer)

/s/ Eugene Seymour	Chief Executive and Acting Chief Financial Officer and Director	April 7, 2008
EUGENE SEYMOUR	(Principal Accounting Officer)

Jeffrey P. Riedler

April 7, 2008

Page 4 of 4

Should you have any questions or require any further information, please do not hesitate to contact us.

	Very truly yours,

	/s/ Tarter Krinsky & Drogin LLP

	Tarter Krinsky & Drogin LLP

PC/eph