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                                                                                                March 30, 2007

Ms. Aiping H. Young
President and Chief Executive Officer
Lorus Therapeutics, Inc.
2 Meridian Road
Toronto, Ontario, Canada M9W 4Z7

Re:      Lorus Therapeutics, Inc.
Form 20-F for fiscal year ended May 31, 2006
            File No. 001-32001

Dear Ms. Young:

We have reviewed your filing and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your  documents. 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 deta iled as necessary in your e xplanation. In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for fiscal year ended May 31, 2006

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

A. Operating Results

Critical Accounting Policies, page 32

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 2
1. You have identified drug development cost s, stock based compensation, valuation
allowance for future tax assets and valu ation of long lived assets as critical
accounting policies but appear to have omitted any further discussion of the
associated uncertainties in applying these critical  accounting policies and the
likelihood that materially different am ounts would be reported under different
conditions or using different assumptions.    Please disclose the expected uncertainties in applying your critical accounting policies, the effect that changes in such estimates have had on your opera ting results and financial position for
each period presented and the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on your financial position.  Refer to Secti on V of Financial Reporting Release No. 72
issued on December 29, 2003.  Please include a discussion of any differences between Canadian and U.S. GAAP regardi ng your critical acc ounting policies or
estimates that are necessary for an unders tanding of the financ ial statements as a
whole.  Please refer to SAB Topic 1:D.1.

Operating Results

Research and Development, page 34

2. Please refer to the Division of Corpor ation Finance “Current Issues and
Rulemaking Projects Quarterly Update” under section VIII – Industry Specific
Issues – Accounting and Disclosure by  Companies Engaged in Research and
Development Activities.  You can find it at the following website address:
http://www.sec.gov/divisions/c orpfin/cfcrq032001.htm#secviii .

Provide the following information for each of your major research and development projects:

a. The costs incurred during each period pr esented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete the project;
c. The anticipated completion date for the project;
d. The risks and uncertainties associated with completing development on schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and,
e. The period in which material net cash in flows from the project are expected
to commence.

Regarding a., if you do not maintain a ny research and development costs by
project disclose that fact  and explain why manageme nt does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 3

Regarding b. and c., disclose the amount or range of estimated  costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you fr om making a reasonable estimate.

3. You refer to NuChem Analog milestone  obligations to be paid to Ion
Pharmaceuticals and Cyclacel and royalties to be paid to the University of
Manitoba and the University of Toronto. Please disclose the following information related to these arrangements:

a. Describe how your patents are used in the clinical development and
commercialization activities for your  lead product candidates. In
particular, describe how NuChem  Analogs impact the clinical
development of Virulizin and GTI-2040.
b. Describe and quantify the “certain mile stones” expected to be achieved in
2007 and 2008.
c. Describe and quantify the terms gove rning royalty payments to these
parties.

4. Please disclose the process for deve loping intellectual property under your
collaborations with NCI, University of  Toronto and Sumitomo and Koken, the
specific rights to the resu lting intellectual property to be held by you and the
terms expected to govern each related license. Quantify the amount and expected timing of all payment obligations. Quan tify the amount and timing of royalties
expected to be received  under these agreements.

F.  Tabular disclosure of c ontractual obligations, page 41
5. Your table of contractual obligations om its estimated funding obligations related
to your license agreements and collaborati ons.  Please revise the table to include
these obligations or explain to  us why it is unnecessary.

Item 11. Qualitative and Quantitative Disclosures about Market Risk

6. Your disclosures in Notes 13 and 15 to the consolidated financial statements do not appear to provide the disclosures about market risk required by Item 11 to Form 20-F.  Please disclose the informati on required by Item 11 in this section of
the filing.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 4
Item 17. Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

7. KPMG LLP states in their report that ”w e did not audit the co nsolidated financial
statements of loss and deficit and cash  flows for the period from inception on
September 6, 1986 to May 31, 2006 in accord ance with the standards of the
Public Company Accounting Oversight Boar d (United States).”  Please note that
an auditor’s association with  the cumulative data is requ ired on an annual basis as
long as the registrant is in the develo pment stage. Please amend your filing to
include a report from KPMG that states  they have audited the consolidated
financial statements of loss and defi cit and cash flows for the period from
inception on September 6, 1986 to May 31, 2006 in accordance with the standards
of the Public Company Accounting Oversight Board.

Notes to Consolidated Financial Statements

17. Canada and United States Accounting Policy Differences, page F-21

8. Please expand your disclosure to clarif y the accounting under US GAAP for the
conversion options embedded in the convertib le debentures. In particular, explain
your basis for concluding that these conve rsion options were was not subject to
bifurcation, including refere nces to applicable techni cal guidance within SFAS
133 and EITF 00-19.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please furnish your letter on EDGAR unde r the form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 5
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant