Fibrocell Science CORRESP Correspondence with SEC

February 3, 2011

Jeffrey P. Riedler
Assistant Director
Division of Corporate Finance
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:

Fibrocell Science, Inc. (“Fibrocell” or the “Company”)
Registration Statement on Form S-1
File No. 333-170688

Dear Mr. Riedler:

On behalf of Fibrocell Science, Inc., a Delaware corporation, we hereby respond through EDGAR to the comments issued on February 1, 2011 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 and addressed to Mr. Declan Daly.

For your convenience, we have repeated the comments prior to the Company’s responses in italics.

General

1.		Please confirm that you will revise your registration statement to include all tabular disclosure provided in response to each of our prior comments, including any narrative information necessary to understand the information contained therein, prior to the effective time of the registration statement.

		The Company confirms that it will revise its registration statement to include all tabular disclosure provided in response to each of the Staff’s prior comments, including any narrative information necessary to understand the information contained therein, prior to the effective time of the registration statement.

2.		We note that you will provide us with information regarding any relationship among the selling stockholders, as requested by our prior comment 1, and the information requested by our prior comment 9 at a later time. Please be advised that we may have additional comments based on the information provided.

		The Company is still in the process of obtaining this information and will provide it to the Staff as soon as possible. The Company understands that the Staff may have additional comments based on the information it provides.

3.		*Please revise the table provided in response to our prior comment 1 to include the percentage of the overall offering made by each selling shareholder.*

		The revised table appears below.


				Percentage
				of Overall				Value of
				Offering				Shares
				Made by				Registered as			Discount of			In the
				Selling			Relationship	a percentage			Underlying			business of
Selling	Date of		Manner	Stockholder			with	of Company			Common			buying/selling
Stockholder	Sale		of Sale	(1)			Company	Proceeds (2)			Stock (3)			securities
AAR Accounts Family Limited		07/16/2010;	Private						79.98	%	$	0.35
Partnership		10/20/2010	placement		22.69	%	None		6.11	%	$	0.11		No
Akanthos Arbitrage Master Fund, L.P.		07/16/2010	Private placement		12.00	%	None		47.80	%	$	0.35		No
Andrew		09/08/2010;	Private						1.11	%	$	0.11
Fife		11/08/2010	placement		0.82	%	None		0.81	%		($0.10	)	No
Daniel Carty		10/20/2010	Private placement		1.29	%	None		3.63	%		—		No
Humphrey Johnson		07/16/2010	Private placement		1.62	%	None		6.44	%	$	0.35		No
Jeffrey Benison		07/16/2010	Private placement		1.08	%	None		4.29	%	$	0.35		No
Jes Johansen		09/08/2010; 10/20/2010	Private placement		0.75	%	None		1.11	%	$	0.11
									0.86	%		—		No
John & Audrey Quackenbush		07/16/2010	Private placement		0.54	%	None		2.15	%	$	0.35		No
Leslie Henry Sharp		07/16/2010	Private placement		0.65	%	None		2.57	%	$	0.35		No
LMA SPC for and on behalf of the MAP87 Segregated Portfolio		07/16/2010	Private placement		4.61	%	None		16.56	%	$	0.35		No
Margus		07/16/2010	Private		0.32	%	None		1.29	%	$	0.35		No


				Percentage
				of Overall				Value of
				Offering				Shares
				Made by				Registered as			Discount of		In the
				Selling			Relationship	a percentage			Underlying		business of
Selling	Date of		Manner	Stockholder			with	of Company			Common		buying/selling
Stockholder	Sale		of Sale	(1)			Company	Proceeds (2)			Stock (3)		securities
Ehatamm			placement
Paul and Kerry Regent, JTWORS		09/08/2010	Private placement		0.84	%	None		2.40	%	$	0.11	No
Paul Schneider		07/16/2010	Private placement		0.54	%	None		2.15	%	$	0.35	No
Richard and Stella Bayliss		10/20/2010	Private placement		0.39	%	None		0.91	%		—	No
Richard James Binnie		07/16/2010	Private placement		1.94	%	None		7.72	%	$	0.35	No
Robert E. Bellus		07/16/2010	Private placement		1.08	%	None		4.29	%	$	0.35	No
Ronald D. Lipton		07/16/2010	Private placement		0.86	%	None		3.43	%	$	0.35	No
Roy Whitehead		09/08/2010	Private placement		1.08	%	None		3.08	%	$	0.11	No
Steven E. Nelson as Trustee for the Steven E. Nelson Trust dated June 14, 1993 and as amended October 31, 2008		07/16/2010	Private placement		4.31	%	None		17.16	%	$	0.35	No
Steven W. Lefkowitz		07/16/2010	Private placement		1.08	%	None		4.29	%	$	0.35	No
Stephen J. Wilkinson		10/20/2010	Private placement		0.65	%	None		1.51	%		—	No
Vestal Venture Capital		07/16/2010	Private placement		0.54	%	None		2.15	%	$	0.35	No
Wade Capital Corporation Money Purchase Plan		07/16/2010	Private placement		2.16	%	None		8.58	%	$	0.35	No
Jane Scotti		07/16/2010	Private placement		1.08	%	None		4.29	%	$	0.35	No
Gavin Scotti		07/16/2010	Private placement		1.08	%	None		4.29	%	$	0.35
Margery		07/16/2010;	Private						4.29	%	$	0.35
Scotti		10/13/2010	placement		3.23	%	None		15.27	%	$	0.05	No
Noboru & Sumiko Muto		07/16/2010	Private placement		2.05	%	None		8.15	%	$	0.35	No
Zahad Ilyas		09/08/2010	Private placement		1.08	%	None		3.08	%	$	0.11	No
Health Alliance		09/08/2010	Private placement		2.16	%	None		6.16	%	$	0.11	No


				Percentage
				of Overall				Value of
				Offering				Shares
				Made by				Registered as			Discount of			In the
				Selling			Relationship	a percentage			Underlying			business of
Selling	Date of		Manner	Stockholder			with	of Company			Common			buying/selling
Stockholder	Sale		of Sale	(1)			Company	Proceeds (2)			Stock (3)			securities
Defined Plan
Basu Biosciences, LLC		10/20/2010	Private placement		3.08	%	None		5.05	%		—		No
Malcolm Whittle		10/20/2010	Private placement		0.17	%	None		0.40	%		—		No
W.K.B.J. 2005 Irrevocable Trust		10/20/2010	Private placement		0.37	%	None		0.86	%		—		No
John B. Nicholson		10/20/2010	Private placement		1.27	%	None		2.98	%		—		No
Crescent International, Ltd.		10/13/2010	Private placement		4.31	%	None		11.11	%	$	0.05		No
Brio Capital L.P.		10/13/2010	Private placement		3.23	%	None		8.33	%	$	0.05		No
Terminal Ventures		11/08/2010	Private placement		1.08	%	None		2.02	%		($0.10	)	No
David Martin		10/20/2010	Private placement		0.17	%	None		0.40	%		—		No
Kevin J. Harrington		11/08/2010	Private placement		1.08	%	None		2.02	%		($0.10	)	No
John Milton		11/17/2010	Private placement		0.22	%	None		0.45	%		($0.05	)	No
James P. Westbrook		11/17/2010	Private placement		0.43	%	None		0.91	%		($0.05	)	No
Igor and Marinna Vaysbaum		11/17/2010	Private placement		0.54	%	None		1.14	%		($0.05	)	No
Martin and Michelle East		11/17/2010	Private placement		0.54	%	None		1.14	%		($0.05	)	No
Elliot Sabbagh		11/17/2010	Private placement		3.08	%	None		4.54	%		($0.05	)	No
Dinesh Kotecha		11/17/2010	Private placement		0.22	%	None		0.45	%		($0.05	)	No
Stephen G. Saffrey		11/17/2010	Private placement		0.22	%	None		0.45	%		($0.05	)	No
Colin B Squire		11/17/2010	Private placement		0.43	%	None		0.91	%		($0.05	)	No
Marat Shlimov		11/17/2010	Private placement		0.54	%	None		1.14	%		($0.05	)	No
Igor Voznenko		11/17/2010	Private placement		0.43	%	None		0.91	%		($0.05	)	No
Joseph Paresi		11/17/2010	Private placement		0.65	%	None		1.36	%		($0.05	)	No
William Rabetz		11/17/2010	Private placement		1.08	%	None		2.27	%		($0.05	)	No
Joseph DiGiaimo		11/17/2010	Private placement		0.54	%	None		1.14	%		($0.05	)	No
Ravi Bhardwaj		11/17/2010	Private placement		0.65	%	None		1.36	%		($0.05	)	No
Philip Rudland		11/17/2010	Private placement		0.22	%	None		0.45	%		($0.05	)	No


				Percentage
				of Overall					Value of
				Offering				��	Shares
				Made by					Registered as			Discount of			In the
				Selling			Relationship		a percentage			Underlying			business of
Selling	Date of		Manner	Stockholder			with		of Company			Common			buying/selling
Stockholder	Sale		of Sale	(1)			Company		Proceeds (2)			Stock (3)			securities
Phil Wade		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
Daniel Boyle		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
John W. Whyte		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
Joseph T. Snyder		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
K & L Beasley Superfund		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
Scott Larson		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
Abdallah S. Farrukh		11/17/2010	Private placement		3.08	%	None			4.54	%		($0.05	)	No
Michael Lusk		11/17/2010	Private placement		0.54	%	None			1.14	%		($0.05	)	No
Klaus Prinz		11/17/2010	Private placement		0.22	%	None			0.45	%		($0.05	)	No
Janet Ballard		11/17/2010	Private placement		0.54	%	None			1.14	%		($0.05	)	No
Steve and Mollie Crampin		11/17/2010	Private placement		0.54	%	None			1.14	%		($0.05	)	No
George Carris		11/17/2010	Private placement		0%	(4)	Placement agent			2.04	%		($0.05	)	No
David Batista		11/17/2010	Private placement		0%	(4)	Placement agent			1.68	%		($0.05	)	No
David Boral		11/17/2010	Private placement		0%	(4)	Placement agent			0.90	%		($0.05	)	No
Sperry Younger		11/17/2010	Private placement		0%	(4)	Placement agent			1.05	%		($0.05	)	No
Joseph Dimauro		11/17/2010	Private placement		0%	(4)	Placement agent			0.23	%		($0.05	)	Yes
Frank T. Wickham		11/17/2010	Private placement		0%	(4)	Placement agent			0.03	%		($0.05	)	No
Gregorios Hatzimichael		11/17/2010	Private placement		0%	(4)	Placement agent			0.06	%		($0.05	)	No
Linda Acri		11/17/2010	Private placement		0%	(4)	Placement agent			0.06	%		($0.05	)	No
Slobodan Schneider		11/17/2010	Private placement		0%	(4)	Placement agent			0.35	%		($0.05	)	No
David Speciale		11/17/2010	Private placement		0%	(4)	Placement agent			0.23	%		($0.05	)	No
Andrey Tkatchenko		11/17/2010	Private placement		0%	(4)	Placement agent			0.23	%		($0.05	)	No


(1)		Computed by dividing the number of Series B Preferred shares purchased by the selling stockholder by the total number of Series B Preferred shares issued in the offering (i.e., 4,640).

(2)		Computed by taking the product of (i) the number of shares registered in the Amended S-1 for the individual shareholder and (ii) the market value of the shares on the date of issuance, and dividing it by the total Company proceeds (i.e., $4,640,000). We have included the shares underlying the warrants, but not the proceeds from the exercise of the warrants.


(3)		The discount is due to anti-dilution provisions that were triggered by our December 2010 offering of Series D Preferred Stock.

(4)		The selling stockholder was issued warrants as compensation for acting as the Company’s placement agent in connection with the offering. The selling stockholder did not purchase any Series B Preferred shares.

4.		We note the tabular disclosure provided in response to bur prior comments 4, 5 and 6. Please further revise each table to include a final column reflecting the total possible discount to market price calculated using the new conversion price of $0.50 per share which resulted from the anti-dilution adjustment.

		The revised tables appear below.

		Table responsive to Comment 4


	Market Price										Total			Total
	of Common						Combined		Combined		Possible			Possible
	Stock		Conversion				Market		Conversion		Discount to			Discount to
	Underlying		Price of		Shares		Price of		Price of		Market			Market
	Series B		Common		Underlying		Shares		Series B		Price based			Price based
	Preferred as		Stock at		Series B		Underlying		Preferred		on $0.60			on $0.50
	of Each		time of		Preferred		Series B		at time of		Conversion			Conversion
	Closing		Closing (1)		(2)		Preferred		Closing (3)		Price			Price
July 16, 2010	$	0.85	$	0.60		4,503,333	$	3,827,833	$	2,702,000	$	1,125,833		$	1,576,167
September 8, 2010	$	0.61	$	0.60		458,333	$	279,583	$	275,000	$	4,583		$	50,417
October 13, 2010	$	0.55	$	0.60		750,000	$	412,500	$	450,000		($37,500	)	$	37,500
October 20, 2010	$	0.50	$	0.60		730,000	$	365,000	$	438,000		($73,000	)	$	0
November 8, 2010	$	0.40	$	0.60		200,000	$	80,000	$	120,000		($40,000	)		($20,000	)
November 17, 2010	$	0.45	$	0.60		1,091,667	$	491,250	$	655,000		($163,750	)		($54,583	)

*TOTAL DISCOUNT:*											$	816,166		$	1,589,500


(1)		The Conversion Price is fixed; however, it is subject to adjustment in the event of any stock split, stock dividend, reclassification or similar event with respect to the Company’s common stock or any future sales of the Company’s common stock by the Company at a price lower than the current Conversion Price.

(2)		The numbers provided have not been adjusted to account for the effect of the anti-dilution provisions that were triggered by the Company’s Series D Preferred offering.

(3)		The Conversion Price on the date of sale was $0.60. The Conversion Price has since been lowered to $0.50 due to anti-dilution provisions triggered by our Series D Preferred offering.

Tables responsive to Comment 5

Series B Investors


														Total
	Market Price													Possible
	of Common		Exercise				Combined		Combined		Total Possible			Discount to
	Stock		Price of		Total		Market		Exercise		Discount to			Market
	Underlying		Warrant		Shares		Price of		Price of		Market Price			Price based
	Warrants as		at time of		Underlying		Shares		Warrants		based on			on $0.50
	of Each		Closing		Warrants		Underlying		at time of		$0.8054			Exercise
	Closing		(1)		(2)		Warrants		Closing (3)		Exercise Price			Price
July 16, 2010	$	0.85	$	0.8054		4,503,333	$	3,827,833	$	3,626,984	$	200,849		$	1,576,167
September 8, 2010	$	0.61	$	0.8054		458,333	$	279,583	$	369,141		($89,558	)	$	50,417
October 13, 2010	$	0.55	$	0.8054		750,000	$	412,500	$	604,050		($191,550	)	$	37,500
October 20, 2010	$	0.50	$	0.8054		730,000	$	365,000	$	587,942		($222,942	)	$	0
November 8, 2010	$	0.40	$	0.8054		200,000	$	80,000	$	161,080		($81,080	)		($20,000	)
November 17, 2010	$	0.45	$	0.8054		1,091,667	$	491,250	$	879,229		($387,979	)		($54,583	)

*TOTAL DISCOUNT:*												($772,260	)	$	1,589,500


(1)		The Exercise Price is fixed; however, it is subject to adjustment in the event of any stock split, stock dividend, reclassification or similar event with respect to the Company’s common stock.

(2)		The numbers provided have not been adjusted to account for the effect of the anti-dilution provisions that were triggered by the Company’s Series D Preferred offering.

(3)		The Exercise Price on the date of sale was $0.8054. The Exercise Price has since been lowered to $0.50 due to anti-dilution provisions triggered by our Series D Preferred offering.

Placement Agents

Total

Market

Possible

Price of

Discount

Common

Combined

to Market

Stock

Exercise

Total

Market

Exercise

Price

Underlying

Price of

Shares

Price of

based on

Warrants as

Warrant at

Underlying

Shares

Warrants

$0.60

$0.50

of Each

time of

Warrants

Underlying

at time of

Exercise

Closing

Closing (1)

(2)

Warrants

Closing (3)

Price

November 17, 2010

0.45

0.60

590,657

265,796

354,394

($88,598

)

($29,533

)


(1)		The Exercise Price is fixed; however, it is subject to adjustment in the event of any stock split, stock dividend, reclassification or similar event with respect to the Company’s common stock.

(2)		The numbers provided have not been adjusted to account for the effect of the anti-dilution provisions that were triggered by the Company’s Series D Preferred offering.

(3)		The Exercise Price on the date of sale was $0.60. The Exercise Price has since been lowered to $0.50 due to anti-dilution provisions triggered by our Series D Preferred offering.

5.		Footnotes 1 and 2 to the table provided in response to our prior comment 6 state that the amounts disclosed in the table are based on a common stock price of $0.45 per share. Please advise us of your basis for providing the information based on this per share price.

		The Company provided information based on a common stock price of $0.45 per share solely because that was the price per share used throughout the originally filed registration statement on Form S-1. The Company’s stock price was $0.45 per share on November 17, 2010, which was the day prior to the date on which the original Form S-1 was filed with the SEC.

6.		In your response to our prior comment you indicate that copies of the company’s placement agent agreements are attached as Exhibit A; however, no Exhibit A has been attached to your response letter. Please file Exhibit A with your next response letter.

		The Company apologizes for omitting Exhibit A to its previously filed response letter. The Company attaches Exhibit A to the courtesy copy of this letter, which it will deliver by courier to the Staff for its review.

Should you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (215) 665-5542.

Sincerely,

COZEN O’CONNOR

By:		Cavas S. Pavri

cc:		David Pernock, Chief Executive Officer of Fibrocell Science, Inc.

Fibrocell Science (FCSC) Inactive CORRESPCorrespondence with SEC