SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

										February 11,
2005

Jeffrey W. Tomz
Chief Financial Officer and Secretary
Isolagen, Inc.
2500 Wilcrest, 5th Floor
Houston, Texas 77042

Re:	Isolagen, Inc.
	Registration Statement on Form S-3
      Filed February 1, 2005
	File Number 333-122440

Dear Mr. Tomz:

      We have limited our review of your registration statement to
resolution of your pending confidential treatment request and the
comments addressed herein.  After any issues that arise during our
examination of the request have been satisfied, we will consider
your
request for acceleration of the effective date of the registration
statement.

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      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.

1. We note that not all of the selling security holders are
currently
identified.  We note your statement in footnote 8 that you will
identify the unidentified selling security holders by prospectus
supplement or post-effective amendment.  Please note new selling
security holders that are unable to trace their securities to a
selling security holder identified in the table at the time of
effectiveness must be identified by post-effective amendment.
2. We note that some of the selling security holders may be
broker-
dealers.  If any of the selling security holders are broker-
dealers
revise to identify them as underwriters.  The only exception to
this
position is if these entities obtained these securities as
compensation for underwriting services.
3. If any of the selling security holders are affiliates of
broker-
dealers, they should be so identified.  In addition, please revise
your disclosure to include the following representations:

* The selling security holder purchased in the ordinary course of
business; and
* At the time of the purchase, the selling security holder had no
agreements or understanding to distribute the securities.

If you are unable to make these statements in the prospectus,
please
revise the prospectus to state the seller is an underwriter.

*	*	*

      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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Albert Lee at (202) 824-5522 or me at (202)
942-
1840 with any questions.

      Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc:	Susan Stranahan Ciallella
	Dilworth Paxson LLP
	3200 Mellon Bank Center
	1735 Market Street
	Philadelphia, Pennsylvania 19103

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Jeffrey W. Tomz
Isolagen, Inc.
February 11, 2005
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