ACCESS
PHARMACEUTICALS, INC.
2600
Stemmons Frwy, Suite 176
Dallas,
TX 75207
November 12,
2008
Via EDGAR and
Facsimile
United
States Securities and Exchange Commission
Division
of Corporate Finance
100 F
Street, NE
Washington,
D.C. 20549
Attn:
Rose Zukin
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RE:
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Access
Pharmaceuticals, Inc.
Registration
Statement on Form S-1, as amended
File
No. 333-149633
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Ladies
and Gentlemen:
Pursuant
to Rule 461 of the Securities Act of 1933, as amended, and
Rule 12(b)-6 of the Securities Exchange Act of 1934, as amended, Access
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), hereby
requests that the effectiveness of the Company's above-referenced Registration
Statement on Form S-1, as amended, be accelerated to 4 p.m. Eastern time, on
Thursday, November 13, 2008 or as soon as practicable
thereafter.
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 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 this action
as a defense in any proceeding initiated by the Commission or any person under
federal securities laws of the United States.
Should
you have any questions regarding this request, please do not hesitate to contact
John Concannon (617-951-8874) of Bingham McCutchen LLP.
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Sincerely,
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ACCESS
PHARMACEUTICALS, INC.
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By:
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/s/
Stephen B. Thompson
____________________
Name:
Stephen B. Thompson
Title:
Chief Financial
Officer
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