SecProbe.io

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November 26, 2004

By facsimile to (312) 527-0484 and U.S. Mail

Mr. Gordon S. Donovan
Vice President and Chief Financial Officer
Viskase Companies, Inc.
625 Willowbrook Centre Parkway
Willowbrook, IL 60527

RE:	Viskase Companies, Inc.
	Registration Statement on Form S-4
	Filed October 27, 2004
	File No. 333-120002

Dear Mr. Donovan:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments to
provide us supplemental information.  We may raise additional comments
after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you to
achieve these objectives.  We welcome any questions that you may have
about comments or any other aspect of our review.  You may call us at
the telephone numbers listed at the end of this letter.

General

1. Provide in a letter on the letterhead of Viskase Companies, Inc. or
Viskase signed by an officer before the S-4`s effectiveness the
statements and representations for the exchange offer specified in our
relevant no action letters on Exxon Capital type exchanges.

2. Provide written confirmation that the exchange offer will be open
for a full 20 business days.  It appears from disclosure on the
prospectus` outside front cover page and throughout the registration
statement, including exhibits 99.1 and 99.2, that the exchange offer
could be open for less than the required 20 business days because the
exchange offer expires at 5:00 P.M. instead of midnight on what may be
the twentieth business day after its begins.  See Q&A 8 in Release N.
34-16623.

3. You cannot use a typeface smaller than the one you use elsewhere
for, for example, Additional Information.  Please revise.

Prospectus` Outside Front Cover Page

4. Remove all information not required to be included on the
prospectus` outside front cover page so that it follows the summary
and risk factors sections.  For example, refer to the two paragraphs
at the bottom of the page.

Table of Contents

5. Move all information except that required by Item 2 of Form S-4
after "Table of Contents" on pages i and ii so that it follows the
summary and risk factors sections.  See Item 502 and 503(c) of
Regulation S-K.

Additional Information, page i

6. Delete the qualification of the description by reference to
documents outside of the prospectus.  The qualification is permitted
under Rule 411(a) of Regulation C under the Securities Act only where
a summary of a particular document is required or where contemplated
by the form.

Industry Data, page i

7. Amend this paragraph`s language to remove the implication that you
are disclaiming responsibility for information that you have chosen to
include in the prospectus.

Prospectus Summary, page 1

8.	You cannot qualify in its entirety the disclosure in the Summary;
please revise.

9.	The summary is very detailed and includes information about
Viskase and its business that is repeated word for word elsewhere in
the prospectus.  We note particularly the subsections on Viskase`s
competitive strengths and business strategy.  The emphasis on those
subsections without a discussion of corresponding risks also leaves
the summary somewhat unbalanced.  Reduce the information in the
summary so that it gives a brief and balanced overview of the key
aspects of Viskase`s offering and business, eliminating the two
subsections mentioned.  See Item 503(a) of Regulation S-K.

10.	Disclosure on pages 6, 31, 33, and 124 and in the letter of
transmittal gives the impression that Viskase`s affiliates may
participate in the exchange offer, but they would have to comply with
applicable registration and prospectus delivery requirements.  For
example, disclosure on page 124 states that if you are an affiliate
wishing to exchange outstanding notes for exchange notes, you will be
required to represent that you will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable.  Note that affiliates are ineligible to participate in the
exchange offer.  Revise to delete this and similar statements
throughout the document.

11.	Revise "U.S. Federal Income Tax Considerations" on page 7 to
remove any uncertainty about the exchange offer`s tax treatment.
Alternatively, summarize here and describe in detail in the "United
States Federal Income Tax Considerations" section the basis for any
uncertainty of the United States federal income tax consequences for
United States holders of the notes.

12.	Under "Ranking" on page 8, state the amounts of outstanding debt
that rank equally or subordinate to the notes.  Disclose also the
maximum amounts of additional debt that Viskase may issue that rank
equally or subordinate to the notes as of the latest balance sheet
data in the prospectus.

13.	Under "Change of Control Offer" on page 9, revise to disclose if
there is a change of control, Viskase may have insufficient financial
resources or may be unable to arrange financing to repurchase the
notes.

14.	Provide disclosure under a discrete caption in the "Summary
Description of the Notes" subsection that Viskase does not intend to
list the notes on any securities exchange or seek approval for
quotation through any automated trading system.  Further, disclose
whether the initial purchaser or any other registered broker dealer
intends to make a market in the notes.

Summary Consolidated Historical and Pro Forma Financial Data, page 11

15.		Please tell us how you determined that a pro forma statement
of operations for the year ended December 31, 2003 that assumes you
emerged from bankruptcy on January 1, 2003 was not necessary.
Otherwise, please include one.  Please also ensure that this pro forma
statement of operations and an interim one for the period ended
September 30, 2004 reflect the transactions you discuss in the third
paragraph on page 11 and any other material ones.  Please ensure that
you clearly explain each pro forma adjustment you are giving effect to
and show precisely how you computed it for each period presented.
Refer to Rules 11-01(a)(8) and (b)(6) of Regulation S-X.

16.		In your pro forma statement of operations, please disclose
how you arrived at a pro forma interest expense of $5,564 for the six
months ended June 30, 2004 from historical interest expense of $6,338.
You should separately present the effect of the original offering of
the Notes, the repayment of the capital lease obligations, and the
purchase of the 8% Senior Notes.  For debt that incurs interest at a
variable rate, you should use the average variable rate that this debt
would have incurred over the appropriate historical period for which
you are giving pro forma effect.  Please also disclose the average
interest rate used for each period and the indexed rate (LIBOR+x% or
prime +x%) of the new debt.

17.		In the pro forma statement of operations, please disclose
why pro forma adjustment number 7 on page 12 assumes you repurchased
all of your 8% Senior Notes given that you have only purchased
approximately $55.5 million in the aggregate principal amount.
Otherwise, please revise your computations.

18.		It does not appear that the net debt amount presented under
the heading pro forma data is calculated using pro forma cash and cash
equivalents and pro forma debt at June 30, 2004.  Please advise.

Risk Factors, page 13

19.	Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows.  For example, refer to the
second, fifth, sixth, eighth, tenth, eleventh, thirteenth, fifteenth,
seventeenth, eighteenth, nineteenth, twentieth, twenty-second, twenty-
third, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh,
twenty-eighth, thirtieth, thirty-first, thirty-second, thirty-third,
thirty-fourth, thirty-fifth, thirty-sixth, thirty-seventh, and thirty-
eighth factors.  State succinctly the risk that flows from the fact or
uncertainty.

20.	Avoid generic conclusions in the risk factor captions and
discussions like Viskase`s business, results of operations, financial
condition, financial position, cash flows, or liquidity would or could
be "materially and adversely affected."  For example, refer to the
fifth, fifteenth, and twenty-fourth risk factors.  Rather, explain
specifically what the risk`s consequences or effects are for Viskase
and its securityholders.

21.	The actual risks you are trying to convey do not stand out from
the extensive detail that you provide in some risk factors.  For
example, refer to the fifth, tenth, eleventh, and thirty-fifth risk
factors.  Revise so that you are stating the risk in at least the
second or third sentence.  Provide just enough detail to place the
risk in context.

22.	Some risk factors contain multiple bullet points.  For example,
refer to the second, fifth, eleventh, fifteenth, and thirty-second
risk factors.  Revise to eliminate generic or vague bullet points and
to include only the most significant bullet points.

23.	Some risk factors include language like "we cannot assure,"
"there can be no assurance," "we can offer no assurances," "we make no
assurances," and "we can provide no assurances."  For example, refer
to the fifth, tenth, eleventh, seventeenth, eighteenth, nineteenth,
twentieth, twenty-first, twenty-second, thirty-fifth, thirty-sixth,
thirty-seventh, and thirty-eighth risk factors.  Since the risk is the
situation described and not Viskase`s inability to assure, revise.

24.	Please delete the first risk factor.  It is coercive and does not
describe a risk of participating in the transaction.

25.	Please delete the first risk factor on page 14 for the same
reasons.

26.		You disclose on page 18 that capital stock securing the
Notes will automatically be released from collateral if separate
financial statements are required to be filed for any of your
subsidiaries.  Please disclose the significance level of any entity
whose collateral currently exceeds 10% of the principal amount of the
secured class of securities.  Please also disclose this information as
of each balance sheet date, including interim ones, subsequent to the
original issuance of the Notes.  Please continue disclosing this
information in both a footnote to your financial statements and in the
forepart of the document in your ongoing filings under the Exchange
Act.

27.		Please supplementally provide us with the computations you
performed in reaching the conclusion that separate financial
statements are not required under Rule 3-16 of Regulation S-X.

28.	Please delete the first risk factor on page 20 since it is not a
risk to noteholders.

The Exchange Offer, page 28

29.	Identify the notes` initial purchaser in this section`s first
paragraph.

30.	Revise the third paragraph`s last sentence under "Terms of the
Exchange Offer" to clarify that any outstanding notes not accepted for
exchange will be returned to the tendering holder "promptly" after the
exchange offer`s expiration or termination.  Revise similarly the last
sentence on page 30 and the first and fourth paragraphs under
subsection 2 of "Instructions" in exhibit 99.1.

31.	Refer to the second full paragraph on page 29.  Provide written
confirmation that Viskase will disclose the approximate number of
notes tendered to date with its public announcement of an extension as
required by Rule 14e-1(d).

32.	Disclosure in the last paragraph on page 30 states "The Company
also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Outstanding Notes."  Revise here
and in the second paragraph under "Conditions to the Exchange Offer"
on page 33 and under subsection 6 of "Instructions" in exhibit 99.1 to
indicate that if Viskase waives any condition of the exchange offer,
Viskase will waive the condition to all holders.

33.	It is unclear why you have included conditions of tender as
conditions of the exchange offer in the second bullet point under
"Conditions to the Exchange Offer" on page 33.  It appears that you
should delete the second bullet point or revise it to clarify what
events might trigger the condition.   Also, we note from the last
sentence of this subsection that you may waive these conditions.  Tell
us why you believe that it would be appropriate for you to waive the
conditions of tender such as the condition that no tendering
noteholder is an affiliate.

34.	The bidder may not condition the offer on factors within its
control.  Thus, you should delete the third bullet point under
"Conditions to the Exchange Offer" on page 33.

35.	Revise "Conditions to the Exchange Offer" on page 33 to make
clear that all conditions to the exchange offer other than those
dependent upon receipt of necessary government approvals must be
satisfied or waived before the exchange offer`s expiration and that
Viskase may only terminate or amend the exchange offer if any of the
specified conditions occur before the exchange offer`s expiration.

36.	We do not object to the imposition of conditions in a tender
offer, provided that they are not within the direct or indirect
control of the offeror and are specific and capable of objective
verification when satisfied.  Thus, we suggest that you revise the
second paragraph under "Conditions to the Exchange Offer" on page 33
to clarify that Viskase will make its determination whether a
condition has been fulfilled in its "reasonable discretion" or
"reasonable judgment."

37.	Refer to the second paragraph under "Conditions to the Exchange
Offer" on page 33.  Disclosure indicates that Viskase`s failure at any
time to exercise any of the specified rights "will not be deemed a
waiver of any right."  Viskase may not waive implicitly an offer
condition by failing to assert it.  If Viskase decides to waive a
condition, Viskase must announce expressly the decision in a manner
reasonably calculated to inform noteholders of the waiver.  Revise
here and under subsection 6 of "Instructions" in exhibit 99.1.

Selected Consolidated Historical Financial Data, page 37

38.	Please show us how you determined you did not have to present a
pro forma ratio of earnings to fixed charges in accordance with Item
503(d) of Regulation S-K, or please provide the required disclosures.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

General

39.	Please quantify the impact of each factor when multiple factors
contribute to material fluctuations.  For example, the increase in
sales for the six months ended June 30, 2004 was due to stronger
volumes in the small diameter cellulosic casings market in the U.S.
domestic and export markets, stronger volumes in the fibrous casing
market in the U.S. offset by the selling prices in the U.S., and the
benefit of the strengthened Euro against the U.S. dollar.  Refer to
Items 303(a)(3)(i) and (iii) of Regulation S-K and Financial Reporting
Codification 501.04.

Results of Operations - Second Quarter 2004 - Debt Extinguishment,
page 42

40.		The loss on debt extinguishment consists of the losses on
the early retirement of $55.5 million of the 8% Senior Notes at a
discount and of the early termination of your capital lease with GECC.
Given the guidance of FIN No. 26, tell us how you determined it was
appropriate to record a loss related to the early termination of your
capital lease with GECC.  In addition, tell us how you accounted for
the amendments to the GECC capital lease agreements upon emergence
from bankruptcy and in April 2004.

Comparison of