May 2, 2011

Unites States Securities and

Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:    Titan Pharmaceuticals, Inc.
   Registration Statement on Form S-3
   File No. 333-173457

Ladies and Gentlemen:

Titan Pharmaceuticals, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m. on May 6, 2011, or as soon thereafter as practicable.

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”), or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

 

Very truly yours,
TITAN PHARMACEUTICALS, INC.
By:  

/s/ Sunil Bhonsle

  Name: Sunil Bhonsle
  Title: President

cc:   Fran M. Stoller, Esq.