December 28, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Jeffrey P. Riedler, Assistant Director
| Re: | Celator Pharmaceuticals, Inc. |
Registration Statement on Form 10-12G
Filed November 13, 2012
File No. 000-54852
Dear Mr. Riedler:
Celator Pharmaceuticals, Inc. (the “Company”), in connection with the responses the Company submitted to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) and the filing of Amendment No. 1 to the above-referenced registration statement on the date hereof (the “Filing”), hereby acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the Filing; |
| • | Staff comments or changes to disclosure in response to the 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. |
| Sincerely, |
| /s/ Scott T. Jackson |
| Scott T. Jackson, |
| Chief Executive Officer |