MAIL STOP 03-06
	November 10, 2004

Elias Vamvakas, Chief Executive Officer
OccuLogix, Inc.
5280 Solar Drive, Suite 100
Mississauga, Ontario
Canada L4W 5M8

	RE:	OccuLogix, Inc.
		Registration Statement on Form S-1, Amendment No. 2
		Commission File No. 333-118204
		Filed on November 2, 2004

Dear Mr. Vamvakas:

	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.

General
1. Your filing continues to contain numerous blanks, and we will
have
additional comments when you file an amendment that contains
complete
disclosure.

Graphics
2. Delete the Amsler Grid you propose to include as your graphic.
The purpose of graphics is to graphically portray a registrant`s
products in order to aid investor understanding, not to provide a
diagnostic medical test.

Prospectus Summary
3. We note your response to comment 3 and reissue the comment.  We
also note the detailed information about the results on page 58.
Quantify in the summary the number of patients in the MIRA-1
interim
analysis whose vision improved to meet or exceed the visual acuity
requirements to drive.  On page 57, it appears that the chart at
the
bottom covers only 19 patients.  Expand the introductory paragraph
on
page 57 to clarify.  Are there patients whose vision neither
improved
nor got worse?  Provide similar disclosure for the chart on page
58.
Also, explain the relevance of the "mean change BCVA" of 1.1.
Explain how that "mean change" would affect a hypothetical patient
who was diagnosed with 20/40 vision before the study.  We note you
measure vision improvement  "greater than or equal to 3 lines, 2
lines, and 1 line."  Explain how those measurements are reflected
in
changes to BCVA.
4. We note your response to comment 4.  According to a recent news
article in The Globe and Mail, the founder of Rheo Therapeutics,
Inc., Jeffrey Machat, was involved in the launch of TLC Vision
Corp.,
and is planning to open his first Rheo clinic during the last two
weeks of November.  We also note that he currently performs vision
correction surgery at TLC`s Toronto Clinic.  Other publications
identify Dr. Machat as co-founder of TLC.  Disclose his past
relationship with TLC and all business relationships and equity
interests he has with TLC and/or Occulogix whenever you discuss
the
Rheo Therapeutics purchase agreement, and delete the
representation
that Rheo Therapeutics is "independent."  We believe Dr. Machat`s
previous relationship with TLC is material to potential investors,
and it should be fully disclosed.  We remind you of your
obligations
under the Federal securities laws regarding the accuracy and
adequacy
of disclosure throughout this filing.
5. The abovementioned news article includes promotional statements
about your product and treatment.  We note that this is not the
first
article of this nature.  Please advise if you have provided such
information to the source of the article.  Also advise
supplementally
what steps you are taking to ensure that interested parties cease
their participation in newspaper articles that could be construed
to
condition the market for the registrant`s securities.


*   *   *

	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
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.

      You may contact Dennis Hult at (202) 942-2812 or Martin
James,
Senior Assistant Chief Accountant, at (202) 942-1984 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact S. Richard Lee at (202) 942-2854 or the
undersigned at (202) 942-1880 with any other questions.


				Sincerely,



				Peggy Fisher
				Assistant Director

cc: 	Andrew J. Beck, Esq.
	Torys LLP
	(fax: 212-682-0200)

	Marjorie Sybul Adams, Esq.
	Piper Rudnick LLP
	(fax: 212-884-8517)
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OccuLogix, Inc.
April 6, 2005
Page 1