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                              December 7, 2022

       Larry Zhang
       Principal Financial Officer
       CASI Pharmaceuticals, Inc.
       9620 Medical Center Drive
       Suite 300
       Rockville, MD 20850

                                                        Re: CASI
Pharmaceuticals, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Form 10-Q for the
Interim Period Ended September 30, 2022
                                                            File No. 000-20713

       Dear Larry Zhang:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2021

       Part I
       Item 1. Business, page 4

   1.                                                   At the onset of Part I,
please disclose prominently that you are not a Chinese operating
                                                        company but a US
holding company with operations conducted by your Chinese
                                                        subsidiaries. In
addition, please provide early in the Business section a diagram of the
                                                        company   s corporate
structure.
   2.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in China. Your disclosure
                                                        should make clear
whether these risks could result in a material change in your operations
                                                        and/or the value of
your securities or could significantly limit or completely hinder your
                                                        ability to offer or
continue to offer securities to investors and cause the value of such
 Larry Zhang
FirstName LastNameLarry
CASI Pharmaceuticals, Inc.Zhang
Comapany7,
December  NameCASI
             2022     Pharmaceuticals, Inc.
December
Page 2    7, 2022 Page 2
FirstName LastName
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         data security or anti-monopoly concerns, have or may impact the
company   s ability to
         conduct its business, accept foreign investments, or list on a U.S. or
other foreign
         exchange.
3.       We note your disclosure on page 40 that your auditor is subject to the
determinations
         announced by the PCAOB on December 16, 2021. Please prominently
disclose that in this
         section and disclose whether and how the Holding Foreign Companies
Accountable Act
         and related regulations will affect your company. In addition,
disclose that trading in your
         securities may be prohibited under the Holding Foreign Companies
Accountable Act if the
         PCAOB determines that it cannot inspect or investigate completely your
auditor, and that
         as a result an exchange may determine to delist your securities.
4.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company and its
subsidiaries, and
         direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to
         the holding company and which entity made such transfer, and their tax
consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S.
         investors. Describe any restrictions and limitations on your ability
to distribute earnings
         from the company, including your subsidiaries, to the parent company
and U.S. investors.
5.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer
securities to foreign
         investors. State whether you or your subsidiaries are covered by
permissions requirements
         from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
         China (CAC) or any other governmental agency that is required to
approve your
         operations, and state affirmatively whether you have received all
requisite permissions or
         approvals and whether any permissions or approvals have been denied.
Please also
         describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
Item 1A. Risk Factors, page 20

6.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks. For
         example, specifically discuss risks arising from the legal system in
China, including risks
 Larry Zhang
FirstName LastNameLarry
CASI Pharmaceuticals, Inc.Zhang
Comapany7,
December  NameCASI
             2022     Pharmaceuticals, Inc.
December
Page 3    7, 2022 Page 3
FirstName LastName
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your securities. Acknowledge any risks that any actions by the Chinese
government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of your
         securities to significantly decline or be worthless.
7.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and your securities and to what extent you believe that you
are compliant with
         the regulations or policies that have been issued by the CAC to date.
The Chinese government exerts substantial influence over the manner in which we
must conduct
our business activities, page 41

8.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise this risk factor to highlight the risk
that the Chinese
         government may intervene or influence your operations at any time,
which could result in
         a material change in your operations and/or the value of your
securities. Also, given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of your securities to significantly decline or be
worthless.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
45

9.       Revise the Result of Operations section in your future filings to
provide a breakdown of
         your research and development expense by product candidate. For any
amounts that you
         do not allocate by product candidate, provide a breakdown by nature of
expenses. Provide
         us with a copy of your proposed disclosure in your response letter.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Christine Torney at 202-551-3652 or Kevin W. Vaughn at
202-551-
3494 if you have questions regarding comments on the financial statements and
related
matters. Please contact Ada Sarmento at 202-551-3798 or Joe McCann at
202-551-6262 with
 Larry Zhang
CASI Pharmaceuticals, Inc.
December 7, 2022
Page 4

any other questions.



FirstName LastNameLarry Zhang             Sincerely,
Comapany NameCASI Pharmaceuticals, Inc.
                                          Division of Corporation Finance
December 7, 2022 Page 4                   Office of Life Sciences
FirstName LastName