May
11,
2007
Filed
as Correspondence Via EDGAR
Division
of Corporate Finance
Securities
and Exchange Commission
100
F.
Street, N.E.
Washington,
D.C. 20549
Attn:
Gregory S. Belliston
RE:
OXIS
International,
Inc.
Post-Effective Amendments to Form SB-2 Registration
Statements
Filed May 9, 2007
(File Nos. 333-123008
and 333-139216)
Dear
Mr.
Belliston:
OXIS
International, Inc. (the “Company”) hereby requests that the Securities and
Exchange Commission (“Commission”) take appropriate action to make the
above-captioned registration statement, as amended, be ordered effective
as soon
as practicable.
The
Company acknowledges that:
1. should
the Commission or the staff, acting pursuant to delegated authority, declare
the
filings effective, it does not foreclose the Commission from taking any action
with respect to the filings;
2. the
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filings effective, does not relieve the Company from its
full
responsibility for the adequacy and accuracy of the disclosure in the filings;
and
3. the
Company may not assert staff comments and the declaration of effectiveness
as
defense in any proceeding initiated by the Commission or any person under
the
federal securities laws of the United States.
Very
truly yours,
/s/
Marvin S.
Hausman
Marvin
S. Hausman
CEO,
OXIS International,
Inc.
cc:
Edgar
D.
Park, Richardson & Patel