| Re: | Senesco Technologies, Inc. |
| Registration Statement on Form S-3 |
| Filed April 23, 2010 |
| File No. 333-166277 (the “Registration Statement”) |
| 1. | We note your response to comment three and reissue the Comment in part. We note, in particular, that the market price per share as indicated in your proposed tabular disclosure is inconsistent with the actual closing price of your common shares on the dates indicated. Please revise the information provided under the heading “Total Potential Profit from Other Securities” to reflect the closing price of your underlying shares on the date of the sale of the securities. Note that the revisions should also be reflected in your calculation of the combined market price of the total number of underlying shares and the total possible discount to the market price as of the date of the sale of the security. |
Selling Shareholder | Date of Issuance | Market Price Per Share (1) | Exercise Price (2) | Number of Shares Issued Upon Conversion or Exercise (3) | Total Market Price of Securities (4) | Total Conversion Price of Shares Issued Upon Conversion or Exercise (5) | Total Discount (Premium) to Market (6) | |||||||||||||||||||
| Michael Berry | 10/10/2006 | $ | 1.07 | $ | 1.18 | 22,075 | $ | 23,620 | $ | 26,049 | $ | (2,429 | ) | |||||||||||||
| Dhananjaya Dvivedi | 10/10/2006 | $ | 1.07 | $ | 1.18 | 110,376 | $ | 118,102 | $ | 130,244 | $ | (12,142 | ) | |||||||||||||
| Iroquois Master Trust Ltd. | 10/10/2006 | $ | 1.07 | $ | 1.18 | 66,225 | $ | 70,861 | $ | 78,146 | $ | (7,285 | ) | |||||||||||||
| Partlet Holdings Limited | 7/09/2009 | $ | 0.72 | $ | 0.60 | 2,055,556 | $ | 1,480,000 | $ | 1,233,333 | $ | 246,667 | ||||||||||||||
| Michael Berry | 1/03/2005 | $ | 3.50 | $ | 7.00 | 10,000 | $ | 35,000 | $ | 70,000 | $ | (35,000 | ) | |||||||||||||
| (1) | Represents the closing price per share of the underlying securities on the day immediately preceding the issuance. |
| (2) | Represents the conversion/exercise price per share as of the date of the sale of such other security. |
| (3) | Represents the total possible shares to be received assuming complete conversion/exercise. |
| (4) | Represents the combined market price of the total number of underlying shares. Such price was calculated by multiplying the market price per share on the date of the sale of that other security by the total possible shares to be received. |
| (5) | Represents the total possible shares to be received and the combined conversion price of the total number of shares underlying such other security. Such price was calculated by multiplying the conversion price on the date of the sale of that other security and the total possible number of underlying shares. |
| (6) | Represents the total possible loss/discount to the market price as of the date of the sale of that other security. Such price was calculated by subtracting the total conversion/exercise price on the date of the sale of such other security from the combined market price of the total number of underlying shares on that date. |
| 2. | We note that your response to comment five under the heading “Prior Transactions between the Issuer and the Selling Shareholders” includes prior transactions with Wm. Michael Phippen on January 15, 2004 and Iroquois Master Fund Ltd. on May 9, 2005. Please revise your tabular disclosure under the heading “Total Potential Profit from Other Securities” to include the requested information for both of these prior transactions with selling shareholders. |
| 3. | We note your response to comment four and reissue the comment in part. Please revise your calculation of the combined total possible profit to be realized by the issuer, the percentage of profit, and the average percentage of profit to reflect the actual market price of the shares underlying securities as of the date of the sale of the securities. |
Gross Proceeds to the Company | Potential Payments by the Company (1) | Net Proceeds to the Company | Stock Price on the date of Issuance | Potential Profit to the Selling Stockholders (2) | Percentage of Profit (3) | Average Percentage of Profit (4) | ||||||||||||||||||||
| $ | 21,937,235 | $ | 3,089,100 | $ | 18,848,135 | $ | 0.42 | $ | 7,612,672 | 35 | % | 7 | % | |||||||||||||
| (1) | Represents all payments that have been made or that may be required to be made by the issuer to the selling stockholders or affiliates of the selling stockholders. |
| (2) | Represents the combined total possible profit to be realized as a result of any conversion discounts regarding the securities underlying the preferred stock, warrants and any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholder. |
| (3) | Represents the total amount of all possible payments and the total possible discount to the market price of the shares underlying the preferred stock and warrants divided by the net proceeds to the issuer from the sale of the preferred stock and warrants. |
| (4) | Represents the amount of that percentage set forth in (3) averaged over the term of the preferred stock and warrants. |
| 4. | We note your response to comment five and reissue the comment. In particular, we note that your tabular disclosure of prior transactions with the selling shareholders does not reflect the issuance of securities to Michael Berry on January 3, 2005 as disclosed in your table entitled “Total Potential Profit from Other Securities”. Please revise your table to include the requested information for this transaction. |
Selling Shareholder | Date of Transaction | Total Number of Shares Outstanding Prior to the Transaction (1) | Total Number of Shares held by Non-Affiliates of the Company Prior to the Transaction (2) | Total Number of Shares Issued and Issuable to the Selling Stockholder in the Transaction (3) | Shares as a Percentage of Non-Affiliates (4) | Market Price Per Share Immediately Prior to the Transaction (5) | Current Market Price Per Share (6) | |||||||||||||||||||
| Wm. Michael Phippen | 1/15/2004 | 12,027,179 | 8,942,708 | 94,937 | 1.06 | % | $ | 3.31 | $ | 0.51 | ||||||||||||||||
| Iroquois Master Fund Ltd. | 5/9/2005 | 13,871,737 | 9,027,574 | 426,540 | 4.72 | % | $ | 2.46 | $ | 0.51 | ||||||||||||||||
| Dhananjaya Dvivedi | 10/10/2006 | 15,487,388 | 12,235,125 | 331,128 | 2,71 | % | $ | 1.07 | $ | 0.51 | ||||||||||||||||
| Iroquois Master Fund Ltd. | 10/10/2006 | 15,487,388 | 12,235,125 | 198,675 | 1.62 | % | $ | 1.07 | $ | 0.51 | ||||||||||||||||
| Michael Berry | 10/10/2006 | 15,487,388 | 12,235,125 | 66,225 | 0.54 | % | $ | 1.07 | $ | 0.51 | ||||||||||||||||
| 01/03/2005 | 13,809,750 | 8,965,587 | 10,000 | 0.11 | % | $ | 3.50 | $ | 0.51 | |||||||||||||||||
| Partlet Holdings Limited | 7/09/2009 | 19,812,043 | 13,808,793 | 3,166,667 | 22.93 | % | $ | 0.72 | $ | 0.51 | ||||||||||||||||
| (1) | Represents the number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction. |
| (2) | Represents the number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction and held by persons other than the selling shareholders, affiliates of the company, or affiliates of the selling shareholders. This calculation excludes any shares held by the Selling Security Holder in the denominator. |
| (3) | Represents the number of shares of the class of securities subject to the transaction that were issued or issuable in connection with the transaction. |
| (4) | Represents the percentage of total issued and outstanding securities that were issued or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of shares issued and outstanding prior to the applicable transaction and held by persons other than the selling shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connection with the applicable transaction. |
| (5) | Represents the market price per share of the class of securities subject to the transaction immediately prior to the transaction. |
| (6) | Represents the current market price per share of the class of securities on June 14, 2010. |
| 5. | We note your response to comment nine and reissue the comment in part. Please provide us, with a view toward disclosure in the prospectus, with a description of the method by which the company determined the number of shares it seeks to register in connection with this registration statement. |
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
