Mail Stop 6010								October 18, 2005

Isaac Cohen
President and Chief Executive Officer
Bionovo, Inc.
2200 Powell Street
Suite 675
Emeryville, California 94608

Re:	Bionovo, Inc.
	Registration Statement on Form SB-2/A
      Filed October 7, 2005
	File Number 333-126399

 Dear Mr. Cohen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Condensed Consolidated Financial Statements at June 30, 2005
(1)  Business and Summary of Significant Accounting Policies, page
F-
25
Formation and Business of the Company, page F-25

1. Refer to your response to comment 12.  Please note that when we
refer to the recapitalization in our prior comment we are
referring
to what you have called a reverse merger.  A reverse merger
typically
is accounted for under the guidance of SFAS 141 and involves a
purchase price allocation and goodwill.  A recapitalization
typically
involves a public shell that acquires an operating entity with the
result being that the new capital structure is pushed back as you
have presented in your financial statements.  Please revise this
note
and other portions of the document to more specifically identify
this
transaction as a recapitalization instead of a reverse merger.
Also
include more robust discussion of the results of this
recapitalization here more similar to other portions of the
document
where you discuss this transaction.  The current discussion is
brief
to the point of not allowing a real understanding of what happened
in
this transaction.

(5)  Warrant Liability, page F-31

2. Refer to your response to comment 13.  Our previous comment was
intended to address the accounting that you intend to apply once
the
shares become registered and your stated intention to reclassify
these amounts at that time per the last sentence in this note.  At
that time, it appears that you will be relying on the
aforementioned
exception in paragraph 18 of EITF 00-19 to reclassify thesis
liability into equity.  Related to this reclassification, please
clarify what ongoing obligations you will have related to the
registration of these shares, i.e. whether you have an obligation
to
maintain the registration or remain current on your filings.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Ibolya Ignat at (202) 551-3656 or James
Atkinson at (202) 551-3674 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Zafar
Hasan at (202) 551-3653 or me at (202) 551-3715 with any other
questions.
      Sincerely,



      Jeffrey Riedler
   Assistant Director

cc:	Robert Cohen
	Greenberg Traurig LLP
	200 Park Avenue - 15th Floor
	New York, NY 10166
	F: 212-801-6400

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