Mail Stop 6010	June 22, 2006

Rajesh Shrotriya
Chief Executive Officer
Spectrum Pharmaceuticals, Inc.
157 Technology Drive
Irvine, CA 92618

RE: 	Spectrum Pharmaceuticals, Inc.
	Form S-3 filed June 14, 2006
Registration No. 115759

Dear Mr. Shrotriya:

      This is to advise you that we are not conducting a full
review
of the Form S-3 filed by Spectrum Pharmaceuticals, Inc. (the
"Company") on June 14, 2006.  However, we will be monitoring the
filing in connection with certain Section 5 issues relating to
offer
and sale.

	Specifically, we note that a substantial number of shares
being
registered for resale have not been issued and may not be issued
unless certain condition precedents are met.  Please provide us
with
an analysis explaining how the company can register the resale of
the
shares that have not yet been issued.  Please file the analysis as
correspondence on EDGAR.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

      As appropriate, please amend your filing 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.

      Any questions should be directed to Zafar Hasan, Attorney-
Advisor, at (202) 551-3653.

								Sincerely,



								Jeffrey Riedler
								Assistant Director


cc:  	Cary Hyden
	Latham & Watkins
	650 Town Center Drive
	Costa Mesa, CA 92626
	(714) 755-8290
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