CERULEAN PHARMA INC.
35 GATEHOUSE DRIVE
WALTHAM, MA 02451
October 13, 2016
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cerulean Pharma Inc. Registration Statement on Form S-3 File No. 333-206396 Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cerulean Pharma Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-206396) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern time on October 14, 2016, or as soon thereafter as practicable.
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| Very truly yours, | ||
| Cerulean Pharma Inc. | ||
| By: | /s/ Alejandra Carvajal | |
| Name: | Alejandra Carvajal | |
| Title: | Vice President and General Counsel | |
[Signature Page to Request for Acceleration]