Via Facsimile and U.S. Mail
Mail Stop 6010


March 16, 2006

Mr. Lorne D. Brown
Chief Financial Officer
Biotech Holdings Ltd.
#160-3751 Shell Road
Richmond, British Columbia, Canada
V6X 2W2

      Re:	Biotech Holdings Ltd.
		Form 20-F for Fiscal Year Ended March 31, 2005
		Filed September 15, 2005
		File No. 000-29108

Dear Mr. Brown:

	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 document.  In our comments, we ask you to provide us with
information so we may better understand your disclosure.

	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 20-F for the Fiscal Year Ended March 31, 2005

Consolidated Financial Statements

Consolidated Statements of Operations

1. Please provide us with additional information, in a disclosure-
type format, that reconciles the line item "gain from settlement
of
debt and restructuring" on the face of your statements of
operations
for the years ended March 31, 2005 and 2004 to the information
provided in note 19 c. Specifically address any restructuring
items
that you recorded within that line item during those periods and
reference the authoritative literature that supports your
treatment
under both Canadian and U.S. GAAP. In addition, please clarify why
the reconciling items on the statements of operations in note 19
c.
did not affect the statements of stockholders` deficit.

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Basis of Consolidation

2. We note that you appear to consolidate only 75% of Smith Rothe
in
your financial statements. Please provide us with additional
information regarding your relationship with Smith Rothe and tell
us
how you have presented that operating relationship in your
financial
statements under Canadian GAAP, inclusive of your consideration
that
the 25% "non-controlling" interest is owned by a related party.
Additionally, please provide us with your analysis that clarifies
your determination that you do not need to consolidate Smith Rothe
under U.S. GAAP. Please refer to SFAS No. 94 and other applicable
U.S. GAAP literature, such as FIN 46(R), as applicable.

*    *    *    *

      Please provide us the information requested within 10
business
days of the date of this letter or tell us when you will provide a
response prior to the expiration of the 10-day period. Please
furnish
a letter with your responses that keys your responses to our
comments. Detailed letters greatly facilitate our review.  You
should
file the letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment 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.

	In connection with responding to our comments, please
provide,
in your letter, 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 Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  In this regard, please do not hesitate to contact me at
(202) 551-3679.


      Sincerely,


							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
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Mr. Lorne D. Brown
Biotech Holdings Ltd.
March 16, 2006
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