SecProbe.io

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March 30, 2005

Ms. Abby Adams, Special Counsel
Office of Mergers and Acquisitions
Division of Corporate Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0609

RE: HELIX BIOMEDIX, INC. (THE "COMPANY")
    SCHEDULE TO - 1 FILED MARCH 1, 2005
    SCHEDULE TO-1, AMENDMENT NO. 1 FILED MARCH 2, 2005

Dear Ms. Adams:

Thank you for your letter dated March 14, 2005 regarding the above-referenced
filings. This letter is organized by reciting each of your comments immediately
followed by the Company's responses (shown in italics).

General

1.    We note that the offer to purchase is dated February 25, 2005. We also
      note that Helix did not file a Schedule TO until March 1, 2005 and did not
      include the offer document as an exhibit to its Schedule TO until the
      first amended Schedule TO, which was filed March 2, 2005. Rule 13e-4(a)
      requires you to comply with the disclosure, dissemination and filing
      requirements of Rule 13e-4 as soon as practicable on the date of
      commencement. Tell us when the offer to purchase was disseminated, by what
      means, and provide us your analysis of the company's compliance with Rule
      13e-4(a).

      Response

      The Company's offering circular (the "Offering Circular") is dated
      February 25, 2005, as that is the date the Company completed the drafting
      of the Offering Circular. The Offering Circular was deposited into regular
      U.S. mail on March 1, 2005, the same date the Schedule TO-1 was filed. As
      soon as it was discovered that the Offering Circular was not filed with
      the Schedule TO, the Company immediately filed it with the SEC which was
      on March 2, 2005. Because the Offering Circulars were deposited into the
      mail on March 1, 2005, no warrant holder would have received it any
      earlier than March 2, 2005.

      Please note that the Company will be making material changes to its
      Schedule TO and Offering Circular (the "Revised Offering Circular"), and
      will refile the Draft Schedule TO and the Revised Offering Circular on the
      same day that the Company will redistribute the offering documents to
      eligible Company warrant holders, allowing at least twenty additional
      business days to participate, meeting the

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exchange Commission
Page 2

      requirements of Rule 13e-4(a). We have attached a copy of the draft
      Schedule TO and the Revised Warrant Circular. We will disseminate the
      new offering information by mailing to warrant holders via regular U.S.
      mail.

Schedule TO filed March 1, 2005

2.    Revise the Schedule TO to file the press release included in the exhibit
      table.

      Response

      We have attached a copy of a draft Schedule TO which includes the press
      release as an attached exhibit.

Schedule TO filed March 2, 2005

3.    Rule 13e-4(d)(1) requires you to disseminate a fair and adequate summary
      of all information provided in response to the Items of Schedule TO to
      security holders. It appears that you have disclosed information in the
      Schedule TO which has not been disseminated to security holders. For
      example, we note disclosure of trading and market price information in
      response to Item 6(a) that does not appear to be disclosed in the offer to
      purchase. Provide us your analysis regarding whether you have disseminated
      all material information to warrant holders, or revise the offer to
      purchase to provide additional information.

      Response

      In the draft Revised Offering Circular we have inserted (a) the purpose of
      the offer exchange on page 1, (b) the changes to financial information on
      pages 7, 8, 9, 10 and 17, (c) the listing of extraordinary events on pages
      21 and 22, (d) the executive officer/director information on pages 29 and
      30, and (e) the listing of securities transactions among insiders on page
      30.

4.    We note that you incorporate by reference the financial information
      required by Items 1010(a) of Regulation M-A. It does not appear that you
      have incorporated all the information required by 1010(a), such as the
      ratio of earnings. Tell us why this information is not applicable. In
      addition, it does not appear that you have provided all of the pro forma
      information required by Item 1010(b) of Regulation M-A. Furthermore, Item
      1010(c) of Regulation M-A requires that at least a summary of that
      information be disseminated to option holders. See Instruction 6 to Item
      10 of Schedule TO and Regulation M-A telephone interpretation H.7
      available at www.sec.gov in the July 2001 Supplement to the Division of
      Corporation Finance's Manual of Publicly Available Telephone
      Interpretations. In this regard, we note that the book value per share was
      disclosed in the Schedule TO; however, it does not

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exchange Commission
Page 3

      appear that you have disclosed the book value in the offer to purchase.
      Please revise to include at least the summary financial information
      required by Item 1010(c), and advise us how you intend to disseminate the
      information.

Response

The draft Revised Offering Circular incorporates the revisions requested
relating to the information required by Item 1010(b), 1010(c) and the book value
per share on pages 7, 8, 9, 10, and 17.

The calculation of the ratio of earnings to fixed charges has not been included
in the Revised Offering Circular or the Schedule TO since it relates directly to
debt securities and preference equity securities. The Company does not have
either instrument; therefore the calculation is not appropriate. Item 503(d) in
REG S-K instructions for the calculation of the ratio of earnings to fixed
charges assumes the Company has fixed charges and earnings. Based on the
definitions set forth under Item 503(d) the Company has neither.

Offer to Purchase

5.    On page ii you state, "The information in this offering circular may only
      be accurate on the date of this offering circular." You also state, "The
      Delivery of this offering circular shall not under any circumstances
      create any implication that the information contained herein is correct as
      of any time subsequent to the date hereof or that there has been no change
      in the information set forth herein or any attachments hereto nor in the
      affairs Helix Biomedix, Inc. since the date here." On page iii you state
      that you "undertake no obligation to update or revise any forward-looking
      statement." This disclosure is inconsistent with your obligation under
      Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a
      material change in the information previously disclosed. In addition,
      while you may include appropriate language about the limits on the
      reliability of the information, you may not disclaim responsibility for
      its accuracy. Please revise.

      Response

      The draft Revised Offering Circular incorporates the revisions requested
      on pages ii and iii.

6.    Also on page ii, you state that security holders "should not construe the
      contents of this offering circular as providing any legal, business,
      financial or tax advice. Each holder of an existing warrant should consult
      with its own legal, business, financial and tax advisors with respect to
      any such matters concerning this offering circular and the exchange offer
      contemplated hereby." Security holders are entitled to rely on the

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exchange Commission
Page 4

      disclosure in your document. Eliminate this language and all similar
      statements throughout the document.

      Response

      Please refer to the Revised Offering Circular. We have made revisions on
      pages ii, 1, 2, 3, and 31.

7.    On page ii you also state that "The contents of any websites referred to
      in this offering circular are not part of this offering circular except as
      expressly set forth herein." Schedule TO permits incorporation by
      reference only where the information is filed as an Exhibit to the
      schedule. Revise the document to include this information and delete this
      language. See General Instruction F to Schedule TO.

      Response

      The draft Revised Offering Circular incorporates the requested revisions
      on pages ii and iii. In addition, the draft Schedule TO includes similar
      revisions on page 4.

8.    We note from page ii that you are relying on Securities Act Section
      3(a)(9) to issue common stock in exchange for warrants in this offer. We
      note that you have engaged an exchange agent, an information agent, and a
      financial advisor in connection with this offer. Provide us additional
      details regarding the role of these parties and describe their
      compensation agreements. In doing so tell us why you believe this
      compensation is consistent with the requirements of Rule 3(a)(9).

      Response

      As discussed in comment number 9 immediately below, the Company agrees
      with your point regarding the inapplicability of Section 3(a)(9) with
      respect to the cash portion of the tender offer. The Company intends to
      rely on Rule 506 of Regulation D for an exemption from registration and as
      such the Company believes that the aforementioned point regarding
      compensation will be inapplicable.

9.    In addition, as the "cash transaction" option of your offer provides that
      security holders must submit cash in addition to their warrants in order
      to obtain common stock, provide us your detailed legal analysis regarding
      why you believe you are able to rely on the exemption from registration in
      Securities Act Section 3(a)(9). Also see Securities Act Rule 149.

      Response

      The Company agrees with your point and has instead determined to rely upon
      Rule 506 of Regulation D as its private offering exemption of Section 4(2)
      of the Securities Act of 1933, as amended (accredited investor offering).
      The Company has amended all offering documents to reflect this change of
      exemption. Please refer to the Revised Offering Circular which reflects
      revisions on pages i, ii, iii, 2, 18, 20, 21, 27, 28 and Appendix G.

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exchange Commission
Page 5

10.   On page iii you refer to "forward-looking statements within the meaning of
      the Private Securities Litigation Reform Act of 1995." Note that the safe
      harbor protections for forward-looking statements contained in the federal
      securities laws do not apply to statements made in connection with a
      tender offer. See Section 21E(b)(2)(C) of the Securities Exchange Act of
      1934 and Regulation M-A telephone interpretation M.2 available at
      www.sec.gov in the July 2001 Supplement to the Division of Corporation
      Finance's Manual of Publicly Available Telephone Interpretations. Revise
      the offer document to clarify this fact.

      Response

      The draft Revised Offering Circular incorporates the revision requested by
      deleting the above-referenced language.

Summary, page 1

11.   We note that you are offering to exchange common stock for (1) warrants or
      (2) warrants and cash, as described in the "non-cash transaction" and
      "cash transaction" discussed on page 1, respectively. Tell us why you
      believe it is appropriate to offer these alternative forms of
      consideration.

      Response

      The Company determined that the alternative forms of consideration would
      be appropriate to achieve its goal of eliminating as many outstanding
      warrants as possible in this transaction. This determination was based on
      advice from the Company's investment bank with respect to the fairness of
      the alternative forms of consideration as well as on the similar advice of
      other financial consultants.

12.   On page 2 you disclose that if the offer is extended, you will issue a
      "press release or other public announcement by 9 a.m., Seattle time, on
      the next business day after the previously scheduled expiration date."
      Rule 14e-1(d) requires you to make the public announcement prior to 9 a.m.
      Eastern time. Revise the offer accordingly.

      Response

      The draft Revised Offering Circular incorporates the revision requested on
      pages 2, 19, 20 and A-1.

13.   On page 2 you state that you may "terminate the exchange offer for any
      reason." The staff believes that if a bidder can terminate an offer for
      any reason, the offer is illusory. Revise the offer to eliminate this
      language.

      Response

      The draft Revised Offering Circular incorporates the revision requested on
      page 2.

Risk Factors, page 8

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exchange Commission
Page 6

14.   We note that you have not requested a ruling from the IRS regarding the
      tax consequences of the transaction. You state, that "in the event that
      the IRS determines that the exchange offer is not a recapitalization
      transaction then the exchange ... may be a taxable transaction." Revise to
      clarify the potential alternative tax consequences. For example, if the
      IRS disagrees with you, it appears that the transaction will be taxable.

      Response

      The draft Revised Offering Circular incorporates the revision requested on
      page 10.

The Exchange Offer, page 16

15.   We note from page 16 that warrant holders who wish to participate in the
      offer must tender at least 100 warrant shares. Tell us the purpose of this
      requirement and provide us your analysis regarding how it complies with
      Rule 13e-4(f)(8).

      Response

      The draft Revised Offering Circular includes a revision to eliminate the
      minimum share requirement on pages i, 1 and 19.

Conditions for Completion of Exchange Offer, page 18

16.   Refer to the disclosure at the top of page 19, which relates to the
      company's determination whether the triggering of a condition "makes it
      impractical or inadvisable" to proceed with the offer. Please note that,
      when a condition is triggered and the company decides to proceed with the
      offer anyway, we believe that this constitutes a waiver of the triggered
      condition(s). You may not rely on this language to tacitly waive a
      condition of the offer by failing to assert it. Please confirm your
      understanding on a supplemental basis.

      Response

      The Company acknowledges and agrees that when a condition set forth in
      page 19 of the original Offering Circular (page 21 of Revised Offering
      Circular) is triggered and it decides to proceed with the offer anyway,
      that this constitutes a waiver of the triggered condition(s).

17.   A tender offer may be conditioned on a variety of events and
      circumstances, provided that they are not within the direct or indirect
      control of the bidder, and are drafted with sufficient specificity to
      allow for objective verification that the conditions have been satisfied.
      With this in mind, revise the following:

      -     Condition (i), where you condition the offer such that "no action or
            event shall have occurred, failed to occur, or been threatened..."
            (emphasis added). The

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March 30, 2005
Ms. Abby Adams, Special Counsel
U.S. Securities and Exch