Via Facsimile and U.S. Mail
Mail Stop 6010

	October 25, 2005


Harry Masuda
Chief Executive Officer
Human BioSystems
1127 Harker Avenue
Palo Alto, CA 94301

Re:	Human BioSystems
       	Registration Statement on Form SB-2,
      Filed October 13, 2005
Registration No. 333-128991

Dear Mr. Masua:
      This is to advise you that we have undertaken a limited
review
of the above referenced registration statement and have the
following
comments.

We and our Chief Executive Officer are the subject of SEC and
Justice
Department proceedings for securities fraud.

1. You state, "the issues involved in this matter were resolved
over
two years ago to the full satisfaction of all investors."  Please
explain what this means.  For example, were there restitution
payments?  If so, how much was repaid and to whom.

2. Please disclose when the deferred prosecution agreement was
entered.  Also, supplementally, provide us with a copy of your
motion
for a change of venue.

Liquidity and Capital Resources

3. We note the disclosure in the Liquidity subsection concerning
your
loan agreement with Mr. Ben David.  Please explain in your filing
why
Mr. Ben David was given stock certificates in connection with the
transaction.  Your disclosure and the loan agreement appear to
indicate that certificates representing the shares you were to
issue
to him upon funding the loan should have been placed in escrow.
Further, please state whether or not the share certificates you
gave
him contained legends regarding share transfer restrictions.

4. Also as to the Ben David transaction, please state how many
shares
Mr. Ben David sold or transferred.

5. As to the exchange offer, please state the number of shares to
which the offer pertains and the business and legal purposes for
the
offer.  Also, state as of the most recent practicable date the
number
of shares that have been tendered for exchange.

6. Please state whether or not Mr. Ben David is or has been over
the
past two years an affiliate of the registrant or any of its
current
or former affiliates.

Principal Shareholders

7. We note your July 2004 sale of securities to Langley.  We
further
note that Langley filed a report on Schedule 13G in July 2004
stating
that it beneficially owned over 15% of your common stock.  Please
disclose Langley`s ownership in the Principal Stockholders table.

*	*	*

      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 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
for
an informed decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Michael Reedich at (202) 551-3612 or to me at
(202) 551-3710.

								Sincerely,



								Jeffrey Riedler
								Assistant Director


cc:	Cathryn Gawne
	Silicon Valley Law Group
	25 Metro Drive, Suite 600
	San Jose, CA 95110




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