SecProbe.io

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February 11, 2005

Via Edgar and Facsimile (202) 942-9638
--------------------------------------

Division of Corporation Finance
Securities and Exchange Commission
450 5th Street, N.W.
Washington D.C. 20549
Attn:  Lillian Brown

Re:      IR Biosciences Holdings, Inc.
         Schedule TO-I (File No. 005-40624)

Dear Ms. Brown:

On behalf of IR Biosciences Holdings, Inc., a Delaware corporation (the
"Company"), we hereby transmit for filing pursuant to Rule 101(a) of Regulation
S-T, Amendment No. 1 to the Company's Schedule TO-I (File No. 005-40624)
("Amendment No. 1"). We are also forwarding via facsimile courtesy copies of
this letter and Amendment No. 1 (marked to show changes from the Schedule TO-I
filed January 24, 2005 (the "Schedule TO")) to you. We have been advised that
changes in Amendment No. 1 from the Schedule TO, as submitted herewith in
electronic format, have been tagged.

Based upon the Commission's review of the Schedule TO, the Commission issued a
comment letter dated February 2, 2005. The following consists of the Company's
responses to the Commission's comment letter. For the convenience of the
Commission, each comment is repeated verbatim with the Company's response
immediately following. Please note that page number references in your comments
may not refer to the same page number in Amendment No. 1.

Schedule To
-----------

1.       COMMENT: We note that the financial information required by Item
         1010(a) of Regulation M-A has been incorporated by reference into the
         schedule. It appears, however, that at least a summary of that
         information, as described in Item 1010(c) of Regulation M-A, should be
         provided in the disclosure given to warrant holders. See Instruction 6
         of Item 10 of Schedule TO. Please advise use as to how the company
         intends to disseminate the summary financial information. See Manual of
         Publicly Available Telephone Interpretations, Third Supplement (July
         2001), H.7.

         RESPONSE: We note your comment and have included the summary financial
         information of the Company in the revised Offer Letter to Warrant
         Holders (the "Offer Letter"), which will be sent out to warrant holders
         on the date we file Amendment No. 1. Please note that Item 1010(c)(4)
         (Ratio of earnings to fixed charges) and Item 1010(c)(6) (Pro forma
         data) of Regulation M-A are not applicable to the Company and/or the
         offer and have therefore been omitted.

<PAGE>

2.       COMMENT: Please provide the information required pursuant to General
         Instruction C to Schedule TO with regard to each executive officer and
         director of the company. Also provide the information required pursuant
         to Item 1003(a) of Regulation M-A with regard to these individuals.

         RESPONSE: We note your comment and have revised the Schedule TO as
         follows:

         (1)  The information required by Item 1005(e) of Regulation M-A for
              each executive officer, director and controlling person of the
              Company has been included under Item 5 of Amendment No. 1.

         (2)  Item 1006(a) through (c) of Regulation M-A do not appear to be
              applicable to the executive officers, directors and controlling
              persons of the Company. Therefore, we have not revised Item 6 of
              the Schedule TO.

         (3)  Item 1007(a), (b) and (d) of Regulation M-A do not appear to be
              applicable to the executive officers, directors and controlling
              persons of the Company. Therefore, we have not revised Item 7 of
              the Schedule TO.

         (4)  We have revised the last paragraph under (b) of Item 8 of the
              Schedule TO to provide that each of Messrs. Wilhelm and Witten
              beneficially own approximately 2.6% of the outstanding warrants
              subject to the offer pursuant to Item 1008(a) of Regulation M-A.

         (5)  The information required by Item 1003(a) of Regulation M-A (i.e.,
              name and address) for each executive officer, director and
              controlling person of the Company has been included under Item 3
              of Amendment No. 1.

The Offer
---------

         Section 1         General Terms
         ---------         -------------

3.       COMMENT: Please advise us under what circumstances you would view oral
         notice as adequate to advise warrant holders of the extension of the
         offer. Also revise your disclosure to more fully advise warrant holders
         of how you would extend the offer. Refer to Rule 14e-1(d).

         RESPONSE: We note your comment and have deleted the reference to oral
         notice of any extension of the offer. We have further revised Section 1
         ("Period of Offer") of the Offer Letter to provide that written notices
         of the extension of the offer will comply with the requirements of Rule
         14e-1(d).

4.       COMMENT: We note your disclosure that, during an extension, all
         warrants previously tendered will be "deemed exercised as of the
         original Expiration Date." Please revise to clarify that warrant
         holders may withdraw their securities at any time during which the
         offer remains open, including during an extension. See also Section 10
         of the offer document.

         RESPONSE: We note your comment and have deleted the noted sentence from
         Section 1 (under "Period of Offer") and Section 10 of the Offer Letter.
         We have also revised

                                      -2-

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         Sections 1, 3 and 10 of the Offer to indicate that warrant holders may
         withdraw their securities at any time during which the offer remains
         open, including during any extension.

         Section 3         Withdrawal Rights
         ---------         -----------------

5.       COMMENT: Refer to the second sentence of this section, in which you
         indicate that tenders are irrevocable after the expiration of the
         offer. Please revise to disclose that a tendering warrant holder also
         may withdraw any warrants not yet accepted for payment by the 40th
         business day after the commencement of the offer. See Rule
         13e-4(f)(2)(ii).

         RESPONSE: We note your comment and have revised Section 3 of the Offer
         Letter to provide this disclosure.

6.       COMMENT: You disclose that, if the company extends the offer or is
         delayed in accepting tendered securities, the company is not required
         to provide withdrawal rights to warrant holders. Please advise us under
         what circumstances the company would delay accepting tendered
         securities and how the company will comply with prompt payment under
         such a delay. Also revise to clarify that warrant holders may withdraw
         their securities during an extension of the offer, as discussed in
         comment 4, above.

         RESPONSE: We note your comment and have deleted from Section 3 of the
         Offer Letter any discussion regarding delay by the Company in accepting
         tendered securities. We have also revised Section 3 to provide that
         warrant holders may withdraw their securities at any time during which
         the offer remains open, including during an extension.

         Section 4     Acceptance for Payment of Warrants and Issuance of Shares
         ---------     ---------------------------------------------------------

7.       COMMENT: Please clarify what "other required documents" warrant holders
         may need to submit in order to participate in the offer.

         RESPONSE: The note phrase has been deleted from Section 4 of the Offer
         Letter.

         Section 6         Background and Purpose of the Offer
         ---------         -----------------------------------

8.       COMMENT: Refer to your disclosure regarding potential communications
         between the placement agent and warrant holders relating to the offer.
         Please advise us further, on a supplemental basis, regarding the terms
         of the private placement under which the placement agent will receive
         compensation based on the proceeds received by the company for the
         exercise of warrants.

         RESPONSE: We supplementally advise you that under the terms of the
         Placement Agency Agreement, dated September 3, 2004, between the
         Company and Joseph Stevens & Company, Inc. ("Joseph Stevens"), the
         Company agreed, as part of compensation payable to Joseph Stevens for
         placing the securities in the private placement, to pay to Joseph
         Stevens a cash fee equal to ten percent (10%) of the gross proceeds
         received by the Company upon the exercise of Warrants issued pursuant
         to the private placement. Joseph Stevens will not receive any fees from
         the exercise of Warrants issued in October 2004 to certain creditors
         and note holders of the Company pursuant to the terms of settlement
         agreements or previously issued convertible

                                      -3-

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         promissory notes. The Placement Agency Agreement, under which Joseph
         Stevens was the placement agent, specifically provides in pertinent
         part the following:

                  "For services of the Placement Agent hereunder, the Company
                  will pay or caused to be paid to the Placement Agent at any
                  Closing (or following the Placement in the case of Section
                  3(b)(ii)) the following fees:"

                  "(ii) a cash fee, equal to ten percent (10%) of the gross
                  proceeds received by the Company upon the exercise of Warrants
                  following the Initial Closing Date, payable on a weekly basis
                  covering all Warrants exercised during the preceding week. If
                  a holder of a Warrant exercises such Warrant, the Company
                  shall give written notice of such occurrence to the Placement
                  Agent, which notice shall include a statement of the fee to be
                  paid to the Placement Agent;"

         As referenced above, the services of Joseph Stevens rendered under the
         Placement Agency Agreement solely consisted of conducting a private
         placement of the securities as the Company's exclusive placement agent
         by arranging sales of the securities during September and October 2004.

         Section 3(a)(9) of the Securities Act of 1993, as amended, provides an
         exemption for any security exchanged by the issuer with its existing
         security holders where no commission or other remuneration is paid or
         given directly or indirectly for soliciting such exchange. The fee that
         Joseph Stevens will receive upon the exercise of warrants is solely
         based on the services it provided in the private placement to the
         Placement Agency Agreement and not in connection with any solicitation
         of the tender offer of the warrants. At the time the Placement Agency
         Agreement was executed, a tender offer of the warrants was not even
         contemplated. The 10% fee is pursuant to the September 2004 Placement
         Agency Agreement, which sets forth the terms of a private placement,
         and nothing else. The 10% fee is payable to the placement agent
         irrespective of the tender offer of the warrants. Joseph Stevens was
         eligible to receive the 10% fee prior to the tender offer of the
         Warrants and it may receive the fee subsequent to the tender offer. The
         10% fee is not based in any respect on the tender offer of the
         Warrants.

         Furthermore, Joseph Stevens is not promoting the tender offer, it is
         not expressing its views as to the fairness of the tender offer or the
         value of the securities, it is not making recommendations or giving
         advice, nor is it delivering a fairness opinion. To the extent that
         Joseph Stevens is involved in the tender offer, it is simply to assist
         the Company to effectuate the tender offer. Lastly, Joseph Stevens does
         not have a financial interest in the success of the tender offer as it
         would receive less fees from the exercise of warrants at $0.20 as
         opposed to the regular exercise price of $0.50. As such, we believe
         that the tender offer of the warrants falls within Section 3(a)(9) as
         there is no commission or other remuneration being paid or given,
         directly or indirectly, for soliciting the exchange.

         Alternatively, although we believe that Section 3(a)(9) applies, we
         also believe that the tender offer of the Warrants falls within Section
         4(2) of the Securities Act since all the investors are current holders
         and received their securities from the October 2004 private placement
         or from issuances in October 2004 pursuant to the terms of settlement
         agreements or convertible promissory notes. These transactions were
         conducted under Section 4(2) and the rules and regulations promulgated
         thereunder, including Regulation D.

                                      -4-
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         Section 8         Transactions and Agreements Concerning Warrants
         ---------         -----------------------------------------------

9.       COMMENT: We note that Messrs. Wilhelm and Witten each hold subject
         warrants. Please disclose whether they or any of the company's other
         affiliates plan to exercise their warrants at the decreased exercise
         price. See Item 1004(b) of Regulation M-A.

         RESPONSE: Except for Messrs. Wilhelm and Witten, no other affiliates of
         the Company hold the subject warrants. We have revised Section 8 of the
         Offer Letter to disclose that Messrs. Wilhelm and Witten do not plan to
         exercise their warrants at the reduced exercise price.

         Section 10        Extension of Tender Period; Termination; Amendments
         ----------        ---------------------------------------------------

10.      COMMENT: We note your disclosure that the company reserves the right,
         in its "sole discretion," to terminate the offer and return any warrant
         "not theretofore accepted for exercise." By reserving the absolute
         right to reject all tendered warrants without setting out any objective
         criteria by which you will make this decision, the offer may then be
         viewed as illusory. Please advise or revise your document so that
         warrant holders may objectively verify the bases upon which you could
         terminate the offer. In addition, your reference to returning any
         securities not yet accepted for exercise implies that you may accept
         warrants prior to the expiration of the offer. Please clarify.

         RESPONSE: We note your comment and have revised the Offer Letter to
         delete any references to the right to terminate the offer in the
         Company's sole discretion. We have deleted the phrase "not theretofore
         accepted for exercise" and clarified in Section 4 of the Offer Letter
         that the Company's acceptance of warrants tendered will not become
         official until the expiration of the Offer.

11.      COMMENT: It does not appear that there are any conditions to the offer,
         yet, in the second paragraph of this section you refer to extending the
         offer if the company waives a material condition. Please clarify and,
         if there are no conditions to