Mail Stop 6010


      July 29, 2005


Via U.S. Mail and Facsimile to (952) 933-4808

Alan C. Hymes, M.D.
Chief Executive Officer
LecTec Corporation
5616 Lincoln Drive
Edina, MN 55436


	Re:	LecTec Corporation
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
	Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
      File No. 000-16159

Dear Dr. Hymes:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  In some of our comments, we may ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-KSB for the Year Ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page 12

1. We see that Grant Thornton LLP, as predecessor auditor,
reissued
their audit report for the year-ended December 31, 2003. However,
we
noted that the audit report originally issued for the year-ended
December 31, 2003 included an explanatory paragraph disclosing
that
the financial statements had been prepared assuming you would
continue as a going concern. Since the report contents changed
from
its original issuance, please have your predecessor auditor tell
us
what consideration was given to the need to include a more
currently
dated audit report.  Please tell us how the predecessors audit
report, including the date thereof, complies with applicable
auditing
standards.  Provide us with references to the authoritative
auditing
literature that supports your conclusions.

Note A - Summary of Significant Accounting Policies, page 19

Revenue Recognition, page 20

2. We note that you recognize royalty and license income "when
earned
under the terms of the agreements with customers and collection is
reasonable assured."  We also note that on page 25, you disclose
that
Novartis is only required to pay royalties based upon "semi-annual
sales." Please tell us and revise future filings to disclose how
you
determine the amount of revenue to record on a quarterly basis and
the terms of your license agreement governing the payment of
royalties, including your rights to audit or inspect the accuracy
and
completeness of the royalty payments.

Note B - Licensing and Supply Agreement, page 25

3. We see that on July 19, 2004, you entered into a new supply and
license agreement with Novartis.   As part of the agreement, you
granted Novartis the use of all of your intellectual property for
the
maximum duration permitted under applicable law. In consideration
for
these rights, you received a fee of $1,065,000 and will receive
semi-
annual royalties based on Novartis` sales of vapor patches.  We
note
that you recorded the entire $1,065,000 fee as revenue in the
year-
ended December 31, 2004. Please tell us your accounting basis for
recognizing the entire fee as revenue during fiscal 2004.  Cite
the
authoritative guidance upon which you relied.  We may have further
comments after reviewing your response.

Note C - Discontinued Operations, page 26

4. We see that in July 2004 you determined you would be winding
down
your contract manufacturing operations before December 31, 2004
and
also see your past and future financial results related to
contract
manufacturing are treated as discontinued operations for financial
reporting purposes.  Please revise future filings to include all
disclosures required by paragraph 47 (b) and (c) of Statement 144.

	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 filing;
* staff comments or changes to disclosure in response to staff
comments 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 Kevin Kuhar, Staff Accountant, at (202) 551-
3662 or me at (202) 551-3603 if you have questions regarding these
comments on the financial statements and related matters.  In this
regard, do not hesitate to contact Angela Crane, Branch Chief, at
(202) 551-3554.




								Sincerely,



								Jay Webb
								Reviewing Accountant

Alan C. Hymes, M.D.
LecTec Corporation
July 29, 2005
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