Mail Stop 3-9



September 17, 2004

Mr. Steven H. Kane
President and Chief Executive Officer
Protalex, Inc.
145 Union Square Drive
New Hope, PA  18938

Re:  	Protalex, Inc.
	Preliminary Proxy Statement on Schedule 14A, Filed September 14,
2004
	File No. 0-28385

Dear Mr. Kane:

This is to advise you that we have limited our review of the above
referenced proxy statement for compliance with disclosure related to
your 2003 Stock Option Plan proposal.  More specifically, the
document does not appear to provide all of the items required by Item
10 of Schedule 14A.  For example, we note the document does not
provide the new benefit plan information, nor does the document
provide a description of the material features of the plan.  Please
revise your proxy statement to provide all of the information
required by Item 10 of Schedule 14A.  In addition, please file a copy
of the 2003 Stock Option Plan as an exhibit to your proxy statement.

You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a response letter with your
amendment that keys your responses to our comments.  Detailed cover
letters greatly facilitate our review.  Please file your cover letter
on EDGAR under the form type label CORRESP.  Please understand that
we may have additional comments after reviewing your amendment and
responses to our comments.

Please contact Song P. Brandon at (202) 942-2831 with any other
questions.

								Sincerely,



								Jeffrey P. Riedler
								Assistant Director