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VENTRUS
BIOSCIENCES, INC.
787
Seventh Avenue, 48th
Floor
New York,
New York 10019
December
14, 2010
Via EDGAR
Delivery
Securities
and Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
Attention: John
Krug
Re: Ventrus
Biosciences, Inc.
Registration Statement on Form
S-1
File No. 333-168224
Ladies
and Gentlemen:
Ventrus Biosciences, Inc., a Delaware
corporation (the “Registrant”), hereby requests that the Securities and Exchange
Commission take appropriate action to make the Registrant’s Registration
Statement on Form S-1 (File No. 333-168224) effective as of 10:00 a.m. Eastern
Time, Wednesday, December 15, 2010, or as soon thereafter as
practicable. Please advise our corporate counsel, Alexander M.
Donaldson at (919) 781-4000, of any questions.
Please be advised that the amount of
compensation to be paid the underwriters and any other arrangements among the
Registrant and the underwriters and other broker-dealers participating in the
distribution, as described in the registration statement, have been reviewed to
the extent required by the Financial Industry Regulatory Authority and such
Authority has issued a statement expressing no objections to the compensation
and other arrangements.
With respect to the aforementioned
registration statement, the Registrant hereby acknowledges that:
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should
the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the
filing;
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
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the
Registrant will not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.
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Very truly yours,
VENTRUS BIOSCIENCES, INC.
By: /s/ Russell H.
Ellison
Russell
H. Ellison,
Chief
Executive Officer
December
14, 2010
Via EDGAR
Delivery
Securities
and Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
Attention: John
Krug
Re: Ventrus
Biosciences, Inc. (the “Registrant”)
Registration Statement on Form
S-1
File No. 333-168224
Ladies
and Gentlemen:
Rodman & Renshaw, LLC and National
Securities Corporation (collectively, the “Managing Underwriters”), hereby
request that the Securities and Exchange Commission take appropriate action to
make the Registrant’s Registration Statement on Form S-1 (File No. 333-168224)
effective as of 10:00 a.m. Eastern Time, Wednesday, December 15, 2010, or as
soon thereafter as practicable.
Very truly yours,
RODMAN & RENSHAW, LLC
By: /s/ John Borer
John
Borer, Senior Managing Director
NATIONAL SECURITIES
CORPORATION
By: /s/ Jonathan C. Rich
Jonathan
C. Rich, Executive V.P.,
Head of Investment
Banking