Mail Stop 6010

								April 11, 2006


Dr. Jonathan Lewis
Chief Executive Officer
ZIOPHARM Oncology, Inc.
1180 Avenue of the Americas, 19th Floor
New York, NY 10036

	Re:	ZIOPHARM Oncology, Inc.
		Post-effective amendment to Form SB-2
		Filed April 3, 2006
		File No. 333-129680

Dear Dr. Lewis:

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to the comment.  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.

	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.

1. We note that Item 8A of your Form 10-KSB for the year ended
December 31, 2005 includes the following disclosure:

Based on this evaluation, our Chief Executive Officer and
Treasurer
concluded that, while our disclosure controls and procedures are
effective in timely alerting them to material information required
to
be included in our periodic filings with the SEC, there is a lack
of
segregation of duties at our company due to the limited number of
employees dealing with general administrative and financial
matters.
At this time management believes that, given the individuals
involved
and the control procedures in place, the risks associated with
such
lack of segregation are not considered significant, and that the
potential benefits of adding additional employees to segregate
duties
more clearly do not currently justify the associated added
expense.
However, management will reevaluate the situation periodically and
will mitigate the current lack of segregation of duties within the
general administrative functions if it believes the risks from
such
lack of segregation have increased or when additional capital is
secured.

All of the text following ". . . periodic filings with the SEC"
appears to qualify the conclusion that the disclosure controls and
procedures are effective.  Please either delete the text or state
that
management concluded the disclosure controls and procedures are
ineffective.

	As appropriate, please amend your filing in response to this
comment.  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 response to our comment and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, acknowledging that:

* 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;

* 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 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.

	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 connection with our review of your
filing or
in response to our comments on your filing.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,



								Jeffrey P. Riedler
								Assistant Director

cc:	William M. Mower, Esq.
	Alan M. Gilbert, Esq.
	Maslon Edelman Borman & Brand, LLP
	90 South 7th Street, Suite 3300
	Minneapolis, Minnesota 55402
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Dr. Jonathan Lewis
ZIOPHARM Oncology, Inc.
April 11, 2006
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