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

							February 16, 2005


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

Re:	Protalex, Inc.
	Registration Statement on Form SB-2
	Filed January 25, 2005
      File Number 333-109846

Dear Mr. Kane:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	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 SB-2

General
1. As previously orally requested, please provide a supplemental
letter with appropriate representations indicating you have not
sold
any securities using the prospectus dated December 8, 2003 during
the
period when financial information contained in the prospectus was
not
current as required by Section 10(a)(3) of the Securities Act.

Business

Overview, Page 15
2. We note your statement, "[a]nticipate filing an Investigational
New Drug (or IND), application with the Federal Drug
Administration,
or FDA, in the first quarter of 2005."  Please confirm whether you
have filed your application, if so, please revise the disclosure
accordingly.

Contractual Obligations, page 23
3. The totals column at the far right side of your table contains
0s.
This appears to be an error.  Please revise accordingly.

Security Ownership of Certain Beneficial Owners and Management,
page
25
4. We note your response to comment 37 and note that you have
identified contact persons for some of your selling shareholders
that
are not natural persons.  Please revise to indicate that theses
persons have voting and investment control or indicate who does
have
such control.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
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.

	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.

      Please contact Albert Lee at (202) 824-5522 or me at (202)
942-
1840 with any other questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Matt Kirmayer
	Reed Smith LLP
	Two Embarcadero Center
	San Francisco, CA 94111

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Steven H. Kane
Protalex, Inc.
February 16, 2005
Page 1