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                                                             October 11, 2019

Anatoly Dritschilo
Chief Executive Officer
Shuttle Pharmaceuticals Holdings, Inc.
One Research Court, Suite 450
Rockville, MD 20850

       Re: Shuttle Pharmaceuticals Holdings, Inc.
           Draft Registration Statement on Form S-1
           Submitted September 16, 2019
           CIK No. 0001757499

Dear Dr. Dritschilo:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Cover Page

1.     We note your statement in footnote (4) that this registration statement
also covers under a
       separate prospectus the resale of shares of common stock issuable upon
conversion of
       Series A Preferred Stock and issuable upon exercise of warrants.
However, there does not
       appear to be a separate prospectus relating to these shares. Please
revise or advise. Please
       also identify the selling stockholders and the number of shares being
offered for resale by
       each in the table on page 89.
2.     On the prospectus cover page please state clearly that this is a
minimum-maximum
       offering, disclose any minimum purchase requirements, if applicable, and
any
       arrangements to place the funds in escrow, trust, or similar account.
Refer to Item
 Anatoly Dritschilo
FirstName  LastNameAnatoly   Dritschilo
Shuttle Pharmaceuticals Holdings, Inc.
Comapany
October  11,NameShuttle
             2019       Pharmaceuticals Holdings, Inc.
October
Page 2 11, 2019 Page 2
FirstName LastName
         501(b)(8)(ii)-(iii) of Regulation S-K. To the extent the offering will
be a firm commitment
         underwritten offering, please revise the cover page and throughout
accordingly.
3.       Please revise to clarify whether the selling shareholders intend to
sell their shares at the
         same price the company is selling shares.
Prospectus Summary, page 1

4.       Please revise throughout to remove any inference regarding the safety
and efficacy of
         your product candidates. Given that the determination of a product's
safety and efficacy
         is solely within the FDA's authority and your product candidates have
not yet
         completed clinical trials, these inferences are not appropriate. We
note by way of
         example statements that "[t]hese data are interpreted as demonstrating
safety for use of
         IPdR in humans for efficacy testing in clinical trials in combination
with RT" on page 3;
         and disclosure regarding "[e]vidence of efficacy from Phase II
clinical trials" on page 6.
5.       Please revise the summary to disclose that your subsidiary, Shuttle
Pharmaceuticals, Inc.,
         conducted a min-max initial public offering in 2017 but did not meet
the minimum and
         therefore terminated the offering without selling any shares.
6.       Given your early stage of development, please revise the second
paragraph on page 3 to
         remove any implication that you hope or expect to receive FDA approval
by a particular
         date.
Implications of Being an Emerging Growth Company, page 9

7.       Please provide us with copies of all written communications, as
defined in Rule 405 under
         the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
         potential investors in reliance on Section 5(d) of the Securities Act,
whether or not
         they retain copies of the communications.
The Offering, page 11

8.       Please explain the reference to your officers and directors relying on
Rule 3a4-1 in
         offering the shares on your behalf. This is inconsistent with the
disclosure elsewhere that
         you will engage an underwriter.
Use of Proceeds, page 41

9.       We note your disclosure that you intend to use the proceeds of this
offering to further the
         development of your ropidoxuridine and doranidazole product
candidates. Please specify
         how far in the development of each of the listed clinical trials you
expect to reach with the
         proceeds of the offering. If any material amounts of other funds are
necessary to
         accomplish the specified purposes, state the amounts and sources of
other funds needed
         for each specified purpose and the sources. Refer to Instruction 3 to
Item 504 of
         Regulation S-K.
 Anatoly Dritschilo
Shuttle Pharmaceuticals Holdings, Inc.
October 11, 2019
Page 3
Dilution, page 43

10.      Please disclose dilution to current shareholders if 28%, 50%, 75% and
100% of the
         offering is sold.
Business
DORANIDAZOLE, page 61

11.      Please disclose the aggregate milestone payments and royalty rates (or
royalty range) to be
         paid under the Pola License Agreement.
Doranidazole, page 68

12.      Based on the pipeline on page 51, it appears that doranidazole is
currently in Phase I
         clinical trials. However, the second table on page 68 shows the trial
for doranidazole in
         Phase 3 and states as follows: "1st Phase 3 study completed." Please
revise for
         consistency or advise.
Executive Compensation
Summary Compensation Table, page 87

13.      Please revise the last column in the summary compensation table to
reflect the total
         amounts paid to your named executive officers.
Description of Capital Stock, page 92

14.    We note that your forum selection provision in your certificate of
incorporation identifies
       the Court of Chancery of the State of Delaware as the exclusive forum
for certain
       litigation, including any    derivative action.    Please disclose
whether this provision applies
       to actions arising under the Securities Act or Exchange Act. In that
regard, we note that
       Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought
       to enforce any duty or liability created by the Exchange Act or the
rules and regulations
       thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
       and state courts over all suits brought to enforce any duty or liability
created by the
       Securities Act or the rules and regulations thereunder. If the provision
applies to Securities
       Act claims, please also revise your prospectus to state that there is
uncertainty as to
       whether a court would enforce such provision and that investors cannot
waive compliance
       with the federal securities laws and the rules and regulations
thereunder. If this provision
       does not apply to actions arising under the Securities Act or Exchange
Act, please also
       ensure that the exclusive forum provision in the governing documents
states this clearly,
       or tell us how you will inform investors in future filings that the
provision does not apply
FirstName LastNameAnatoly Dritschilo
       to any actions arising under the Securities Act or Exchange Act. Please
also reconcile this
Comapany
       forumNameShuttle    Pharmaceuticals
               selection provision           Holdings, in
                                    with the provision  Inc.
                                                          your bylaws which
designates the federal
       district court for
October 11, 2019 Page 3   the District of Delaware if no state court in
Delaware has jurisdiction.
FirstName LastName
 Anatoly Dritschilo
FirstName  LastNameAnatoly   Dritschilo
Shuttle Pharmaceuticals Holdings, Inc.
Comapany
October  11,NameShuttle
             2019       Pharmaceuticals Holdings, Inc.
October
Page 4 11, 2019 Page 4
FirstName LastName
Underwriting, page 95

15.      We note your disclosure on page 96 that the "underwriters agreed to
purchase all of the
         shares offered by this prospectus ... if any are purchased." We also
note disclosure on
         page 11 that this offering is "being conducted on a 'best efforts'
basis." Please revise here
         and throughout the prospectus for consistency or advise.
16.      We note your references to the escrow agreement on page 11. Please
describe the
         material terms of the agreement. In addition, please clarify, if true,
that to the extent the
         offering is terminated without satisfying the minimum offering
contingency, escrowed
         funds will be promptly returned to investors.
Report of Independent Registered Public Accounting Firm, page F-2

17.      While you provide 2017 and 2018 financial statements for Shuttle
Pharmaceutical
         Holdings, Inc., the audit report for Shuttle Pharmaceutical Holdings,
Inc. only covers the
         fiscal year ended December 31, 2018. Please provide an audit report
for Shuttle
         Pharmaceutical Holdings, Inc. that covers the fiscal year ended
December 31, 2017.
Note 1     Organization and Basis of Presentation
Basis of Presentation, page F-9

18.      You state on pages F-8 and F-9 that the    company,    initially
formed as Shuttle
         Pharmaceuticals, LLC, became Shuttle Pharmaceuticals, Inc. in 2016,
and changed its
         name to Shuttle Pharmaceuticals Holdings, Inc. in 2018. On page 54,
you state that
         Shuttle Pharmaceuticals, LLP became Shuttle Pharmaceuticals, Inc. in
2017. You further
         state that Shuttle Pharma Acquisition Corp. changed its name to
Shuttle Pharmaceuticals
         Holdings, Inc. after acquiring Shuttle Pharmaceuticals Inc., in 2018.
Please resolve the
         discrepancies between these disclosures and clearly describe the basis
for the financial
         statements that are presented.
Recapitalization, page F-9

19.      Please revise to describe the purpose of the recapitalization
involving the company and
         Shuttle Pharma Acquisition Corp. and your accounting for the
transaction. Tell us
         whether this transaction involved entities under common control.
Note 3     Summary of Significant Accounting Policies
Research and Development Expenses, page F-10

20.      Please revise to describe the conditions for receiving contract awards
resulting in negative
         R&D expenses recognized in certain periods.
Fair Value of Financial Instruments, page F-12

21.      You state on page F-17 that you issued 3,600,000 shares of common
stock for cash of $36
 Anatoly Dritschilo
Shuttle Pharmaceuticals Holdings, Inc.
October 11, 2019
Page 5
       or at $0.01 per share. Please tell us how you considered this issuance
in your 2018
       valuation of common stock at $10.26 per share.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-1

22.    We note your reference to "the following transactions" in this section,
but there are no
       transactions listed. Please revise.
Item 17. Undertakings, page II-2

23.    Please revise the undertakings language in section 1(b) to match the
language set forth in
       Item 512(a)(1)(ii) of Regulation S-K. In addition, include the
undertaking required by
       Item 512(a)(6) of Regulation S-K or advise.
Signatures, page II-3

24.    Please revise your signatures section to comply with Form S-1
requirements.
Exhibits

25.    Please revise your exhibit list and file a list of your subsidiaries as
an exhibit to your
       registration statement. Refer to Item 601 of Regulation S-K. In
addition, revise the
       exhibit list to add the underwriting agreement referenced on page 95.
26.    We note your references to strategic agreements with Brown University,
University of
       Virginia, George Washington University and Propagenix, Inc. If these
agreements are
       material, please file them as exhibits to your registration statement
and describe their
       material terms in the business section.
General

27.    Please revise to include the dealer prospectus delivery obligation.
Refer to Item 502(b) of
       Regulation S-K.
        You may contact Keira Nakada at (202) 51-3659 or Sharon Blume,
Accounting Branch
Chief, at (202) 551-3474 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tonya K. Aldave at (202) 551-3601 or Justin
Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.



                                                               Sincerely,
FirstName LastNameAnatoly Dritschilo
                                                               Division of
Corporation Finance
Comapany NameShuttle Pharmaceuticals Holdings, Inc.
                                                               Office of Life
Sciences
October 11, 2019 Page 5
cc:       Megan Penick, Esq.
FirstName LastName
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