SecProbe.io

CORRESP
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    loruscorres.htm

      November
        28, 2007

      Securities
        and Exchange Commission

      100F
        Street, NE

      Washington,
        DC 20549

      Attention:
        Frank Wyman

      Dear
        Sirs and Mesdames,

      Re:
        Comment Letter, dated March 30, 2007 related to

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

      File
        No. 001-32001

      Pursuant
        to the Securities Exchange Act of 1934, as amended, and the rules and
        regulations thereunder, we enclose our proposed response to the remaining
        comment outstanding from the Staff’s letter of comments, dated March 30, 2007
        (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for
        the fiscal year ended May 31, 2006 originally filed on November 18, 2006
        (the
“Form 20-F”).  Lorus’ response to the remaining comment is included
        below, under the text of such comment.

      Comment
        7:

      Item
        17. Financial Statements

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

      KPMG
        LLP states in their report that “we did not audit the consolidated financial
        statements of loss and deficit 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 (United States).”  Please note that
        an auditor’s association with the cumulative data is required on an annual basis
        as long as the registrant is in the development stage.  Please amend
        your filing to include a report from KPMG that states they have audited the
        consolidated financial statements of loss and deficit 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.

      Further
        to discussions held by representatives of Lorus with a member of the Staff,
        Lorus confirms the following:

                1.

                Lorus
                  is unable to obtain the consent of its former auditors for the
                  use of
                  their auditors’ reports up to and including the 1994 year-end, which
                  affects the “cumulative amounts from inception” column in Lorus’ statement
                  of operations and Lorus’ reported cash flows in its consolidated financial
                  statements for the year ended May 31, 2007.  Furthermore, Lorus
                  is unable to label the “cumulative amounts from inception” column in the
                  financial statements as being “Unaudited”, as these amounts have been
                  audited in accordance with Canadian GAAS, as specifically stated
                  in the
                  independent auditors report to the shareholders, which report together
                  with the financial statements have been filed with the Ontario
                  Securities
                  Commission and were released to the shareholders in August
                  2007.

                2.

                Notwithstanding
                  the foregoing, Lorus’ auditors have informed Lorus that they do not expect
                  to make reference to the auditors’ report of Lorus’ former auditors in
                  connection with the audit of Lorus’ financial statements for the year
                  ending May 31, 2008 and later
                  periods.

                3.

                As
                  a result, given these unusual circumstances, it is Lorus’ understanding
                  that the Staff will not require the requested amendments to the
                  Form 20-F
                  with respect to KPMG’s independent auditors’ report to be made for the
                  purposes of the filing of the Form 20-F and other filings required
                  to be
                  made by Lorus pursuant to the Securities Exchange Act of 1934,
                  as
                  amended.

                4.

                Lorus
                  does not currently intend to make a registered offering of its
                  securities
                  under the Securities Act of 1933, as amended, but should Lorus
                  determine
                  to make such an offering that would require reference to the Lorus’
                  audited financial statements for the year ended May 31, 2007, Lorus
                  will,
                  prior to making such offering, discuss the offering with the
                  Staff.

      Change
        to the Independent Auditor’s report:

                1.

                Lorus
                  confirms that the sentence in the second paragraph of the auditor’s report
                  appearing in the Form 20-F for the year ended May 31, 2006 that
                  starts
                  with: “Those standards require that we plan…” will be amended in future
                  filings to specifically make reference to the
                  standards of the PCAOB and Canadian generally accepted auditing
                  standards.

      Please
        contact Mark Preston, Acting Controller if you have any questions regarding
        the
        content of this letter.

      Yours
        truly,

      /s/
        Mark Preston

      _____________________

      Mark
        Preston

      Acting
        Controller

      Cc:
Aiping
        Young, Lorus
        Therapeutics Inc.

      Elizabeth
        Williams, Lorus Therapeutics
        Inc.

      Dan
        Miller, Dorsey &
Whitney