August 17, 2006

Via U.S. Mail

Philip K. Yachmetz
Executive Vice President
Chief Business Officer
Savient Pharmaceuticals, Inc.
One Tower Center
East Brunswick, NJ  08816

	Re:	Savient Pharmaceuticals, Inc.
		Schedule TO-I filed August 14, 2006
		Amendment No. 1 to Schedule TO-I filed August 17, 2006
		SEC File No. 5-34455

Dear Mr. Yachmetz:

      We have reviewed your filing 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 information so we
may
better understand your disclosure.  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.
Schedule TO
Exhibit (a)(1)(A) - Offer to Purchase for Cash
1. We note your indication that you are offering to purchase
shares at
a purchase price not greater than $6.80 nor less than $5.80 per
share.
We note that the range you have set is slightly higher than what
the
staff has previously considered reasonable.  Please advise us as
to
the basis for whether the range you have set constitutes a
reasonable
one.
	Summary Term Sheet, page 1
2. Under "How many shares is the Company offering to purchase in
the
tender offer?" please explain what you mean when you indicate that
you
"may increase the purchase price to allow [you] to purchase such
additional shares."  If you mean to say, as you do on page 20,
that
you may increase the purchase price within the range, in order to
allow you to purchase additional shares, please revise to clarify
this.  If you mean that you may increase the purchase price
outside of
this range in order to purchase additional shares, please revise
to
clarify that you will provide notice of such increase and
additional
time, if necessary.
7. Conditions of the Offer, page 22
3. A tender offer may only be subject to conditions that are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, we note the
reference to "threatened" in the seventh bullet point.  Please
revise
to clarify the conditions in accordance with this comment.

	14. United States Federal Income Tax Consequences, page 31
4. We note that you have included a disclaimer referring to IRS
Circular 230.  We object to the inclusion of this disclaimer
because
investors must be able to rely on the information contained in
your
Offer to Purchase.  We do not object to a statement that each
investor
should consult his tax advisor to discuss the tax consequences of
owning shares in view of his particular situation.  Please revise
to
remove this disclaimer or tell us why you believe it is necessary.

	15. Extension of the tender Offer; Termination; Amendment,
page
33
5. We note your indication that you reserve the right "if any
event
described in Section 7 has not occurred or has occurred..."
Because
this language would seem to allow for termination of the offer in
circumstances other than a failure of condition, the language
appears
illusory.  Please advise us under what circumstances, other than
failure of a condition, you intend to terminate the offer or
revise to
clarify that you may only terminate the offer upon the failure of
a
condition.
Exhibit (a)(1)(B) - Letter of Transmittal
6. Refer to Instruction 9, where you indicate that the stockholder
agrees, by tendering shares, "to accept all decisions the Company
makes concerning these matters and waives any right the
stockholder
might otherwise have to challenge [the Company`s reasonable
interpretation of the terms of and conditions to the Tender
Offer]."
We do not disagree with your ability to propose the terms of your
offer, however, requiring stockholders to waive their right to
challenge these terms would appear to be in conflict with Section
29
of the Securities Exchange Act of 1934.  Specifically, please
revise
to acknowledge that stockholders are not waiving their rights
under
the federal securities laws or any rule or regulation thereunder.
	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 filing persons are in possession
of
all facts relating to their 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 all filing persons acknowledging that:

* the bidder 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 bidder 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.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,


								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (617) 526-5000:

David E. Redlick, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
Savient Pharmaceuticals, Inc.
August 17, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE