SecProbe.io

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      April 28, 2005

Via Facsimile 425-828-7756 and U.S. Mail

James D. Johnston
11808 Northrup Way, Suite W-190
Bellevue, Washington 98005

Re:	Helix BioMedix, Inc.
	Schedule TO-I/A filed March 30, 2005
	Schedule TO-I/A filed April 28, 2005
Supplemental Materials received on April 27, 2005
SEC File No. 5-80581

Dear Mr. Johnston:

We have the following additional comments on the above materials
of
Helix BioMedix, Inc.:

1. Note that Rule 14e-1(d) requires that when you extend the
offer,
you must state how many securities have been tendered to date.
Please
do so if you extend the offer again.

2. Please advise what exemption Helix BioMedix is relying on to
avoid
the application of Rule 13e-3 in connection with this transaction.
If
you are seeking to rely on the exemption provided in Rule 13e-
3(g)(2), please address in a supplemental letter how you believe
the
company can satisfy each element of the exemption. In particular,
we
note that the common shares to be issued in exchange for tendered
warrants are not registered, so we would expect you to address the
company`s filing status going forward. If the company is eligible
to
terminate its reporting obligations as a result of the purchase of
all warrants, this must be fully disclosed in the offering
materials.

3. Revise your offering circular to address how fractional shares
that would be issued in exchange for tendered warrants will be
treated. Your current disclosure simply states that fractional
shares
will not be issued, without telling shareholders what (if
anything)
they will receive for those fractional shares.

4. We note your response to comment 8 in our March 14, 2005
letter,
as supplemented by numerous telephone conversations with the
staff.
Please be advised that we are not taking a position on the
availability of the Rule 506 exemption from the registration
requirements of the Securities Act of 1933. In particular we
express
no view on whether you have satisfied the conditions entitling you
to
rely on the Rule 506 exemption.

Please revise your offer materials to comply with the comments
above.
If you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence
with
your revised proxy statement. The letter should note the location
in
your amended disclosure document of changes made in response to
each
comment or otherwise.

Please be aware that we will likely have additional comments after
reviewing your amendment. If you would like to contact me, please
do
not hesitate to do so at (202) 551-3263.

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
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James D. Johnston, Esq.
April 28, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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