RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024-6525
Telephone
(310) 208-1182
Telecopier
(310) 208-1154
January
23, 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”), I write in reference to the above
registration statement filed on December 8, 2006, in addition to the comments
received from the staff (“Staff”) of the Securities and Exchange Commission in a
letter dated December 19, 2006, and our response letter and Amendment No. 1
to
the registration statement filed on January 10, 2007. References in this letter
to “we,” “our,” or “us” mean the Company or its advisors, as the context may
require.
In
a
telephone conversation on January 12, 2007, the Staff requested that we update
the executive compensation data in the registration statement to include
information for 2006. In response to this request, the Company has further
amended its registration statement to include compensation paid to officers
and
directors in 2006, and the revisions appear on pages 65, 66, 67 and 68 of
Amendment No. 2 to the registration statement filed today (January 23, 2007).
We
hope
that the foregoing revisions satisfactorily address the comments of the Staff.
If you have any questions, please 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, Esq.
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cc:
Marvin
S.
Hausman, MD
OXIS International, Inc.