February 22, 2007


VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
Washington, DC 20549-7010

Re:      NeoStem, Inc.
         Registration Statement on Form S-1
         File No. 333-140512

Ladies and Gentlemen:

On behalf of NeoStem,  Inc.  (the  "Company"),  we are hereby  responding to the
comments  contained  in the  letter,  dated  February  16,  2007  (the  "Comment
Letter"),  from  Jeffrey  P.  Riedler,  Assistant  Director,  of the staff  (the
"Staff") of the Securities and Exchange Commission (the "Commission")  regarding
the Company's  Registration  Statement on Form S-1 (Registration No. 333-140512)
(the "Registration Statement").

For  ease  of  reference,  set  forth  in  bold  below  is  the  comment  to the
Registration  Statement,  as  reflected  in the Comment  Letter.  The  Company's
response is set forth below the comment.

The  Company  has  authorized  this firm to  respond  to the  Comment  Letter as
follows:

     We note your Form S-1 is registering common stock underlying  warrants that
are a part  of  units  which  may  be  acquired  pursuant  to  the  exercise  of
outstanding  warrants.  It is also our understanding  that each unit consists of
common  stock as well as a warrant to purchase  shares of your common stock at a
certain price ("unit warrants"). Regarding your registration statement of common
stock underlying the unit warrants,  please provide us with a detailed  analysis
explaining  why you believe  registration  of common stock  underlying  the unit
warrants  is  permissible  when it  appears  such  warrants  are  not  currently
outstanding.  In the alternative,  please remove the common stock underlying the
unit warrants from this Form S-1.

     Response:  Under the terms of our  original  agreement  with the  placement
     agent in our private placement, we were obligated to issue to the Placement
     Agent

     "a warrant to  purchase  Units equal to eight  percent  (8.0%) of the total
     Units sold in the Private Placement (the "Placement Agent Warrants")."

     The percentages were reduced in a subsequent amendment.  We had interpreted
     this  provision  as a "unit  warrant",  as  described  in our  registration
     statement.  However,  as the closing of the private placement is so recent,
     we have not yet documented the "unit warrants" for the placement agent.


Securities and Exchange Commission                             February 22, 2007
Page 2


     The placement  agent has informed us that we had  misinterpreted  the above
     provision.  It is  expecting  delivery of three  warrants,  one warrant for
     342,550 shares of common stock at a price of $.50 per share, one redeemable
     warrant  for  171,275  shares  at  a  price  of  $.80  per  share  and  one
     non-redeemable warrant for 171,275 shares at a price of $.80 per share. The
     economics to the Company are the same as the "unit  warrant" we  described,
     and we would intend to deliver the warrants they have requested. That being
     the case,  all warrants  would be  outstanding,  and we believe the Company
     should be able to register the underlying shares.

     We will amend all  disclosures  in the amendment to be filed to reflect the
     foregoing description of the placement agent warrants.

     In an appropriate  place in your document,  please provide  descriptions of
the private placement  transactions  pursuant to which the shareholders acquired
the securities that you are registering in this Form S-1.

        Response:  We  will  provide  additional   description  of  the  private
placement in the amendment to the Form S-1 to be filed.

     Please revise your Executive  Compensation section so that it complies with
the new executive compensation rules, including your compensation and discussion
analysis disclosure. Please see Release No. 33-8723A.

        Response:  The Company is a small business issuer.  As such, it believes
that the Executive  Compensation section contained in its Registration Statement
on Form S-1 complies  with the new executive  compensation  rules.  Further,  it
believes  that as a small  business  issuer,  it is not  required to provide the
compensation discussion and analysis disclosure now required of larger issuers.

     The Company meets the definition of "small business issuer" as set forth in
Item 10(a)(1) of Regulation S-B and Rule 12b-2  promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  as it is a U.S.  issuer
with  revenues  of less  than $25  million  and a public  float of less than $25
million, and it is not an investment company.

     In numerous  places in Release No.  33-8732A (the  "Executive  Compensation
Release"),  the  staff  recognized  as a matter of policy  that  small  business
issuers  should not be subjected to the  extensive new  disclosure  requirements
imposed on larger issuers.  For instance,  in Section  II.D.1.  of the Executive
Compensation  Release  (Treatment of Specific  Types of Issuers,  Small Business
Issuers),  the  Commission  stated that "[t]he Item 402  amendments  continue to


Securities and Exchange Commission                             February 22, 2007
Page 3

differentiate  between small business issuers and other issuers, as we proposed.
In  adopting  the  amendments,  we  recognize  that the  executive  compensation
arrangements of small business issuers  typically are less complex than those of
other  public   companies.   We  also  recognize  that   satisfying   disclosure
requirements designed to capture more complicated compensation  arrangements may
impose  new,  unwarranted  burdens on small  business  issuers....the  executive
compensation  arrangements of small business issuers  generally are so much less
complex than those of other public  companies  that they do not warrant the more
extensive  disclosure  requirements  imposed  on  companies  that are not  small
business issuers and related regulatory  burdens that could be  disproportionate
for small business issuers (emphasis added)...." (page 126).

     Accordingly,  less  burdensome  disclosure  was required of small  business
issuers,  which NeoStem has  satisfied in its filing.  "As proposed and adopted,
small business issuers will be required to provide, along with related narrative
disclosure:  the Summary  Compensation  Table, the Outstanding  Equity Awards at
Fiscal  Year-End  Table,  and the Director  Compensation  Table." (page 127-128)
Further,  "[s]mall  business  issuers are not required to provide a Compensation
Discussion  and Analysis or the related  Compensation  Committee  Report." (page
129).

     While the policy to provide relief for small business issuers is very clear
in the Executive  Compensation  Release,  the  implementation is less so. If the
filing being reviewed were NeoStem's  2007 proxy  statement,  the rules would be
perfectly clear.  Instruction F (Note to Small Business Issuers) to Schedule 14A
promulgated under the Exchange Act provides in relevant part that "[r]egistrants
and acquirees  that meet the  definition of `small  business  issuer' under Rule
12b-2 of the Exchange Act shall refer to the disclosure  items in Regulation S-B
and not Regulation S-K. If there is no comparable  disclosure item in Regulation
S-B, small business  issuers need not provide the information  requested."  Thus
for proxy statement purposes, it is absolutely clear that NeoStem is entitled to
rely on the Regulation S-B disclosure rules.

     This approach of providing  relief to registrants  that meet the definition
of a small business  issuer (as it does in  Instruction  F), whether or not they
are S-B filers, is consistent with long-standing  Commission practice.  Prior to
the recent amendments, Item 402(a)(1)(i) of Regulation S-K provided that

     "[a] registrant that qualifies as a `small business  issuer,' as defined by
     Item 10(a)(1) of Regulation S-B, will be deemed to comply with this item if
     it provides the information required by paragraph (b) (Summary Compensation
     Table),  paragraphs  (c)(1) and  (c)(2)(i)-(v)  (Option/SAR  Grants Table),
     paragraph  (d)   (Aggregated   Option/SAR   Exercise  and  Fiscal  Year-End
     Option/SAR  Value Table),  paragraph (e)  (Long-Term  Incentive Plan Awards
     Table),   paragraph  (g)   (Compensation   of  Directors),   paragraph  (h)
     (Employment  Contracts,  Termination  of  Employment  and Change in Control
     Arrangements)  and  paragraph  (i)(1)  and  (2)  (Report  on  Repricing  of
     Options/SARs) of this item."


Securities and Exchange Commission                             February 22, 2007
Page 4

Thus, as noted at footnote 354 of the Executive Compensation Release (page 126),
"Prior to today's amendments, under both Item 402 of Regulation S-B and Item 402
of  Regulation  S-K, a small  business  issuer was not  required  to provide the
Compensation Committee Report, the Performance Graph, the Compensation Committee
Interlocks  disclosure,  the Ten-Year Option/SAR  Repricing Table and the Option
Grant Table columns disclosing  potential  realizable value or grant date value.
The rules prior to today's  amendments also permitted small business  issuers to
exclude the Pension Plan Table." This relief was provided to any registrant that
met the definition of a small business issuer,  and no reference was made to S-B
filers.  Similarly,  no reference is made to S-B filers in new  Instruction F to
the  proxy  rules,  only to  registrants  that  meet the  definition  of a small
business issuer.

     Thus,  under the letter of the former rules, a small business issuer filing
a  Registration  Statement on Form S-1, an Annual Report on Form 10-K or a proxy
statement per Schedule 14A was subject to a less stringent  disclosure  standard
in the area of executive  compensation than an issuer which did not qualify as a
small business issuer.  Under the new rules,  while Instruction F makes it clear
that a registrant  that meets the  definition of a small  business  issuer is to
follow Regulation S-B for proxy purposes, there is no similar instruction to the
Annual  Report  on Form 10-K or the  Registration  Statement  on Form S-1.  This
leaves open the question of whether it is Regulation  S-B or Regulation S-K that
is to be followed for executive  compensation  disclosure  when a small business
issuer files a (i) Form 10-K which includes all of the  information  required by
Part III of that form or (ii) a registration statement on Form S-1. Although the
letter of the 10-K and S-1 rules as  amended  does not  contain  the same  clear
instruction as the proxy rules, in keeping with the spirit of the rules prior to
the amendment as well as the policy  rationale  and spirit of the  amendments as
expressed by the Commission in the Executive  Compensation  Release,  we believe
the same result in principle should ensue.

     To  hold  otherwise  would  lead  to  strange  results   inconsistent  with
long-standing,  general Commission disclosure principles.  For instance, a small
business issuer that intends to file its definitive  proxy statement  within 120
days of its year end  could  clearly  omit all Part III  executive  compensation
disclosure from its Form 10-K. It then would be instructed to supply  Regulation
S-B level  disclosure in its proxy statement  consistent with  Instruction F. It
would be absurd to think that, if it chose not to file its proxy within 120 days
of year end, it would be subject to an entirely different disclosure regimen for
the same body of  information.  Similarly,  the whole  point of the  adoption of
Regulations  S-K and S-B was to  provide  uniformity  in  disclosure  rules  for
registrants whether they were reporting under the Securities Act or the Exchange
Act.  It would be contrary  to years of  Commission  policy to hold that for its
Exchange Act proxy  statement a  registrant  meeting the  definition  of a small
business  issuer must use the  Regulation  S-B rules,  but for a Securities  Act
registration  statement,  it  must  provide  more  extensive  information  under
Regulation S-K,  particularly when the Commission has reiterated  throughout the
Executive  Compensation  Release that such additional  disclosure is unwarranted
based  on the  less  complex  compensation  arrangements  prevalent  with  small
business issuers.  Those less complex compensation  arrangements exist for small
business  issuers  whether or not they file  within the S-B or the S-K system of
rules.


Securities and Exchange Commission                             February 22, 2007
Page 5

     It also would be strange to think that the Commission  intended to increase
the disclosure burdens on small business issuers without some express statement.
As noted above, under former 402, small business issuers,  whether or not filing
under the S-B system, did not have to provide certain items called for under 402
for  larger  issuers,  such  as the  Compensation  Committee  Report.  There  is
absolutely nothing in the Executive  Compensation release to suggest this result
was being overturned.

     In fact,  just the  opposite  is the case,  as on  numerous  occasions  the
Commission shows its concern for the burdens imposed on small business  issuers.
For instance, in Section XI.D. of the Executive  Compensation Release (pages 265
and 266),  it is stated in relevant  part that "[f]or  purposes of the Paperwork
Reduction  Act,  we  estimate  that with  respect to Form  10-KSB,  it will take
issuers 100 additional  hours to prepare the revised  disclosure in year one....
The  same  estimates  apply  to  preparation  of  information  in the  proxy  or
information  statement  that is then  incorporated  by  reference  into the Form
10-KSB. With regard to persons other than small business issuers who will file a
Form 10-K (emphasis added) , we estimate for purposes of the Paperwork Reduction
Act that it will take  issuers  170  additional  hours to  prepare  the  revised
disclosure  in year one....  If we assume that a small entity  complies with the
disclosure  provisions of Regulation  S-B rather than  Regulation  S-K (emphasis
added)...  the  average  annual  cost to  comply  with  the  amended  disclosure
requirements  in periodic  reports and/or proxy or information  statements  will
be...." This implies that the Commission  intended that small business  issuers,
even  those  filing  under Form 10-K,  would be able to use the  Regulation  S-B
disclosure  regimen,  and  that  this  was a  desirable  result  because  of the
unwarranted time and money involved in the more extensive S-K disclosures.

     In fact, the  Commission  expressly  rejected as a policy matter  requiring
small business issuers to file a Compensation  Discussion and Analysis and other
more extensive disclosures.

     "Some  commenters   addressing  the  proposed  amendment  to  Item  402  of
     Regulation  S-B  expressed  the view that all  companies  whose  shares are
     publicly  traded  should  have to meet the same  reporting  and  disclosure
     standards,  regardless of their size, or urged that  exemptions for smaller
     public companies be limited,  suggesting that they be required to file some
     form of a basic Compensation  Discussion and Analysis. We are not following
     these recommendations,  because the executive compensation  arrangements of
     small  business  issuers  generally  are so much less complex than those of
     other  public  companies  that  they  do not  warrant  the  more  extensive
     disclosure  requirements  imposed on companies  that are not small business
     issuers and related regulatory burdens that could be  disproportionate  for
     small business issuers."


Securities and Exchange Commission                             February 22, 2007
Page 6

Executive  Compensation  Release (page 127).  Whether a small business issuer is
historically  an S-K or an S-B filer  certainly  has no bearing on the rationale
expressed above.

     While the  policy  behind the new rules and the  history of SEC  regulatory
practice make it seem to the Company that it is compelling  that the  Commission
intended to provide relief to all small business issuers,  as they had under old
402, and that the Commission did not intend to establish a different  regulatory
scheme for the same  registrant  depending on whether it was filing a proxy or a
10-K, the Company recognized the existence of an ambiguity in the new regulatory
framework  arising  from  the  failure  to  repeat  proxy  Instruction  F in the
disclosure rules for Forms 10-K or S-1.(1) Accordingly, to be cautious we called
the Staff on behalf of the Company to seek guidance on this issue prior to their
preparing  the Form S-1.  Our  specific  question  was  whether a company  which
qualified  as a small  business  issuer but was not in the S-B system  which was
filing an S-1  Registration  Statement and a Form 10-K would need to comply with
the executive  compensation  disclosure rules under Regulation S-K or Regulation
S-B. We were advised that the Staff would not give any official guidance in this
matter.  The Company thus continued to prepare the Registration  Statement based
upon the language and spirit of the Executive Compensation Release. Based on the
above, the Company respectfully  requests that the Staff not require the Company
to amend the Form S-1 to now provide disclosure as to executive compensation and
related matters under the regulatory framework of Regulation S-K, but that it be
permitted  to make  disclosure  as prepared  under the  regulatory  framework of
Regulation S-B.

     In making this request,  we also note that while  historically  the Company
was entitled to enter the S-B system and file its annual reports on Form 10-KSB,
there was  never  any  compelling  reason  for it to do so (at  least  until the
adoption of the new  executive  compensation  rules).  Under the old rules,  the
Company  followed,  as it was  permitted  to, the less  burdensome  standards of
disclosure for executive compensation under the applicable rules for registrants
that met the definition of a small business issuer. If it is now the position of
the Staff,  contrary  to the  telephone  guidance  recently  received,  that the
regulatory   framework  of  Regulation  S-K  regarding  executive   compensation
disclosure  will apply to a small  business  issuer,  the Company  would like to
enter the S-B system at the earliest  opportunity.  By our  analysis,  the first
opportunity  will be with the  Company's  quarterly  report for the three  month
period ended March 31, 2007.  The Company  undertakes to enter the S-B system at
that time.  This would again create an anomaly,  in that the Company,  by filing
its proxy  statement  by April 30,  would be using S-B  disclosure  for its 2006
executive  compensation  for every SEC  filing for this year and into the future
(until it grows out of the S-B system), except for this Form S-1.


- -------------------
(1) A footnote in the Executive Compensation Report (footnote 364), states "[w]e
are also eliminating a provision of Item 402 of Regulation S-K that allows small
business  issuers using forms that call for Regulation S-K disclosure to exclude
disclosure  required by certain paragraphs of that Item. This provision had been
set forth in Item  402(a)(1)(i) of Regulation S-K prior to today's  amendments."
It was not  suggested  in this  footnote  364 how this  change  was  related  to
Instruction  F to the proxy  rules,  nor whether this  provision  was deleted to
imply  that full  Regulation  S-K  disclosure  is  required  outside  of a proxy
statement or because the principles of the  amendments  with respect to the need
for simplified  disclosure  are so clear with regard to small  business  issuers
that this provision is no longer necessary.


Securities and Exchange Commission                             February 22, 2007
Page 7


     For all of the foregoing reasons,  the Company believes that its disclosure
in its Form S-1 with respect to executive compensation is proper.


Any  questions  regarding  the  contents  of  this  letter  or the  Registration
Statement should be addressed to the undersigned at (973) 597-2564.


Very truly yours,

/s/ Alan Wovsaniker
- -------------------
Alan Wovsaniker

AW:KER

F2827/1
02/22/07 2109234.01


cc:      Catherine M. Vaczy, Esq.