RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024-6525
Telephone
(310) 208-1182
Telecopier
(310) 208-1154
February
9, 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.
|
|
Re: |
OXIS
International, Inc.
Form
SB-2 Registration Statement filed December 8,
2006
|
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
filed on January 10, 2007, and our response letter and Amendment No. 2 filed
on
January 23, 2007, amending the above referenced registration statement.
References in this letter to “we,” “our,” or “us” mean the Company or its
advisors, as the context may require.
In
a
series of telephone conversations from January 12, 2007 through February 8,
2007, the Staff requested that we revise the executive compensation data in
the
registration statement to comply with the recent changes to rules regarding
executive compensation and related person disclosure for small business issuers.
In response to this request, the Company has further amended its registration
statement to include a revised summary compensation table, the outstanding
equity awards at fiscal year-end table, and the director compensation table.
These revisions appear on pages 65, 66, 67 and 68 of Amendment No. 3 to the
registration statement filed today (February 9, 2007).
If
you
have any questions, please contact me by telephone at (310) 208-1182, or by
facsimile at (310) 208-1154.
| |
Very
truly yours,
/s/
Edgar D. Park, Esq.
|
| cc: |
Marvin
S. Hausman, MD
|
OXIS
International, Inc.