SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         February 18, 2010

Elizabeth Williams
Director of Finance and Ac ting Chief Financial Officer
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario, Canada
M9W 4Z7

Re: Lorus Therapeutics Inc.
Form 20-F for the Fiscal Year Ended May 31, 2009
Filed November 30, 2009
 File Number:  001-32001

Dear Ms. Williams:

We have reviewed your filing and have the following comment.  We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document.  In our comment, we ask you to
provide us with information to better understa nd your disclosures.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.

 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  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 18.  Financial Statements
1.  Basis of Presentation
(b) Reorganization, page F-8
1. Please tell us why the continuity of inte rest method is appropriate for U.S. GAAP
given that $8.5 million of cash was exchange d in the transaction.  Also, please tell
us why it was appropriate under U.S. GAA P to record a $6.3 million gain in the
reorganization.  Refer also to your disclo sure in “Gain on sale of shares” and
“Plan of Arrangement and corporat e reorganization” on pages 45 and 46.

Elizabeth Williams
Lorus Therapeutics Inc.
February 18, 2010
Page 2
* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comment.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under 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 comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities 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 comment on your filing.

Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if you have any questions regarding this
comment.  In this regard, do not hesi tate 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