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Via Facsimile and U.S. Mail
Mail Stop 03-09


April 19, 2005


Mr. Jonas V. Alsenas
Chief Executive Officer
Prana Biotechnology Limited
Level 2, 369 Royal Parade
Parkville, Victoria 3052
Australia

Re:	Prana Biotechnology Limited
	Form 20-F for the fiscal year ended June 30, 2004
File No. 0-49843

Dear Mr. Alsenas:


      We have reviewed your filing and have the following comment.
We
have limited our review of the above referenced filing to only
those
issues addressed. We think you should revise your document in
response to this comment in future filings beginning with your
Form
20-F for the fiscal year ended June 30, 2005.  In a supplemental
letter, please either confirm that you will comply with this
comment
in future filings or, if you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please provide us this letter with detailed
explanations keyed to our comment within 10 business days of the
date
of this letter or tell us when you will provide the letter prior
to
the expiration of the 10-day period.  Please file your letter on
EDGAR under the form type label CORRESP.  Please understand that
we
may have additional comments after reviewing your letter.

	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.

Form 20-F for the fiscal year ended June 30, 2004

Item 5. Operating and Financial Review and Prospects
C. Research and Development, Patents and Licenses, page 40

1. Please expand your disclosure by referring to the Division of
Corporation Finance "Current Issues and Rulemaking Projects
Quarterly
Update" under section VIII - Industry Specific Issues - Accounting
and Disclosure by Companies Engaged in Research and Development
Activities. You can find it at the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm#secviii.

Please disclose the following information for each of your major
research and development projects:

a. The current status of the project;
b. The costs incurred during each period presented and to date on
the
project;
c. The nature, timing and estimated costs of the efforts necessary
to
complete the project;
d. The anticipated completion dates;
e. The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
f. The period in which material net cash inflows from significant
projects are expected to commence.

Regarding b., if you do not maintain any research and development
costs by project, disclose that fact and explain why management
does
not maintain and evaluate research and development costs by
project.
Provide other quantitative or qualitative disclosure that
indicates
the amount of the company`s resources being used on the project.

Regarding c. and d., disclose the amount or range of estimated
costs
and timing to complete the phase in process and each future phase.
To
the extent that information is not estimable, disclose those facts
and circumstances indicating the uncertainties that preclude you
from
making a reasonable estimate.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Sasha Parikh, Staff Accountant, at 202-942-
1962
or Lisa Vanjoske, Assistant Chief Accountant, at 202-942-1972 if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 942-1803.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Alsenas
Prana Biotechnology Limited
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