RICHARDSON
& PATEL, LLP
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024
January
10, 2007
Filed
as Correspondence Via EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F.
Street, N.E.
Washington,
D.C. 20549-6010
Attn:
Mary K. Fraser, Esq.
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Re:
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OXIS
International, Inc.
Form
SB-2 Registration Statement filed December 8, 2006
(File
No. 333-139216)
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Dear
Ms.
Fraser:
On
behalf
of OXIS International, Inc. (the “Company”), set forth below is the Company’s
responses to the comments received from the staff (“Staff”) of the Securities
and Exchange Commission in the letter dated December 19, 2006. We have
reproduced the Staff’s comments in bold type for your convenience and have
followed the comment with the Company’s response. References in this letter to
“we”, “our”, or “us” mean the Company or its advisors, as the context may
require.
Comments
1. Please
revise your registration statement to identify and provide the signatures of
your principal financial officer and your controller or principal accounting
officer.
RESPONSE:
In response to this comment, we have amended our registration statement on
Form
SB-2 filed on December 8, 2006, with revisions to pages 15, 62 and the signature
page in order to identify Dr. Marvin Hausman as our chief financial and
accounting officer, and to provide Dr. Hausman’s signature in his capacity as
chief financial and accounting officer.
Mary
K.
Fraser, Esq.
Securities
and Exchange Commission
January
10, 2007
We
hope
that the information contained in this letter satisfactorily addresses the
comments of the Staff. Please do not hesitate to contact me by telephone at
(310) 208-1182, or by facsimile at (310) 208-1154.
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Very truly yours, |
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/s/ Edgar D. Park |
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Edgar D. Park, Esq. |
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cc: Marvin
S.
Hausman, MD
OXIS International, Inc.