Via Facsimile and U.S. Mail
Mail Stop 6010

									March 16, 2006

Ian Downs
President and Treasurer
Molecular Pharmacology (USA) Ltd.
8721 Santa Monica Boulevard, Suite 1023
Los Angeles, CA 90069-4507


	Re:  	Molecular Pharmacology (USA) Ltd.
	Amendment #1 to Preliminary Proxy Statement on Schedule 14A
	Filed March 14, 2006
		File No. 000-50156

Dear Mr. Downs:

      We acknowledge your letter dated March 14, 2006 and have
limited our review of your revised filing to those issues we have
addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      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.

Preliminary Proxy Statement on Schedule 14A

Accounting Treatment of the Transaction, page 18

1. We note your revision in response to our comment number 2.
However, it appears that MPLA is the accounting acquirer.  Please
revise the filing accordingly.




Pro Forma Consolidated Financial Statements (Unaudited), page 22

2. We acknowledge your response to comment 7 of our letter dated
February 24, 2006. Please refer to Item 310(d)(ii) of Regulation
S-B
and include an interim pro forma statement of operations for the
most
recent period ended January 31, 2006.

3. Please revise the pro forma financial statements to reference
each
adjustment to an explanatory note.

4. It appears that you should eliminate the common stock of
Molecular
Pharmacology Limited, since it is the stock of Molecular
Pharmacology
(USA) Limited that will continue after the transaction. Please
revise
your adjustments accordingly.

Molecular Pharmacology (USA) Limited Financial Statements, page 35

5. Please refer to Item 310(g) of Regulation S-B and revise the
financial statements presented to include those for the most
recent
interim period ended January 31, 2006.

Information Concerning MPLA

Audited Financial Statements of Molecular Pharmacology Limited,
page
55

6. We acknowledge your response to comment 6 of our letter dated
February 24, 2006 and reissue our comment in part. Specifically,
please refer to Item 310(c)(3)(i) and Item 310(g) of Regulation S-
B
and revise the financial statements presented to reflect the most
recent interim period ended December 31, 2005. Additionally,
please
revise the financial statements to indicate that the amounts
therein
are presented in Australian dollars, as required by Item 3-20 of
Regulation S-X, and to clearly label the applicable periods as
"unaudited."

*    *    *    *

      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 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.



      You may contact Amy Bruckner at (202) 551-3657 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Zafar
Hasan
at (202) 551-3653 or me at (202) 551-3710 with any other
questions.


      					Sincerely,


      					Jeffrey Riedler
      Assistant Director


cc:  	A. Cormick
	Venture Law Corp.
	618-688 West Hastings St.
	Vancouver, British Columbia, Canada
	U6B 1P1
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Ian Downs
Molecular Pharmacology (USA) Ltd.
March 16, 2006
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