ZIOPHARM
Oncology, Inc.
1180
Avenue of the Americas, 19th
Floor
New
York,
New York 10036
April
12,
2006
TRANSMITTED
VIA EDGAR
U.S.
Securities and Exchange Commission
Judiciary
Plaza
450
5th
Street, N.W.
Washington,
D.C. 20549
Attention:
Mr. Jeffrey P. Riedler, Assistant Director
| Re: |
ZIOPHARM
Oncology, Inc. (the “Company”)
Post-effective
amendment to Form SB-2
Filed
April 3, 2006
File
No.
333-129680
|
Dear
Mr.
Riedler:
The
undersigned respectfully requests that the Post-effective amendment to the
Registration Statement on Form SB-2 of ZIOPHARM Oncology, Inc. (SEC File No.
333-129680) be declared effective at 9:00 a.m., Washington, D.C. time, on
Friday, April 14, 2006, or as soon thereafter as is practicable.
In
connection with this request, the Company hereby acknowledges that:
| · |
should
the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, such declaration does not foreclose
the
Commission from taking any 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 the declaration of effectiveness as a defense
in
any proceeding initiated by the Commission or any other person under
the
federal securities laws of the United
States.
|
| Sincerely, | ||
| ZIOPHARM ONCOLOGY, INC. | ||
| |
|
|
| By: | /s/ Richard E. Bagley | |
|
Richard E. Bagley, President,
Treasurer and
Chief
Operating Officer
|
||