ELLENOFF GROSSMAN & SCHOLE LLP
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VIA EDGAR TRANSMISSION
April 12, 2011
Mr. Jeffrey Riedler
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | BioDelivery Sciences International, Inc. |
Registration Statement Form S-3 |
Filed April 1, 2011 |
File No. 333-173261 |
Dear Mr. Riedler:
On behalf of BioDelivery Sciences International, Inc. (the “Company”), we hereby submit for review by the staff of the U.S. Securities and Exchange Commission (the “Staff”), via EDGAR transmission, Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-3 (File No. 333-173261, the “Registration Statement”). Amendment No. 1 is being submitted in response to the Staff’s comment letter to the Company, dated April 8, 2011.
In response to the Staff’s comment, Amendment No. 1 is an exhibit only filing to amend and refile Exhibit 5.1 to the Registration Statement in order to correct a typographical error as discussed with the Staff via telephone on April 8, 2011.
We believe that Amendment No. 1 should address the Staff’s comment. As such, we intend to request acceleration of effectiveness for the Registration Statement and will call the Staff to discuss the timing of this action. If the Staff has any further questions or would like additional information, please contact the undersigned or my partner Barry I. Grossman at (212) 370-1300.
Thank you in advance for your continuing assistance in this matter.
Very truly yours,
/s/ Lawrence A. Rosenbloom
Lawrence A. Rosenbloom
cc: | BioDelivery Sciences International, Inc. |
Ms. Karen Ubell (of the Staff, via Edgar transmission) |