SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 6010
        March 16, 2006

Carl Spana, Ph. D.
President and Chief Executive Officer
Palatin Technologies, Inc.
4C Cedarbrook Drive
Cranbury, NJ  08512

Re: Palatin Technologies, Inc.
 Form 10-K for Fiscal Year Ended June 30, 2005
File No. 1-15543

Dear Dr. Spana:

We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to  provide us with more information so we
may better understand your disclosure.  After reviewing this inform ation, 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 filings.  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 10-K for the year ended June 30, 2005

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

1. We believe your disclosure regarding rese arch and development projects could be
improved. Please refer to the Division of Co rporation 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

Carl Spana, Ph. D.
Palatin Technologies, Inc.
March 16, 2006
Page 2

Please provide us the following information in a disclosure-type format for each
of your major research and development projects:

a) The costs incurred during each period presented 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 dates;
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 significant projects are
expected to commence.

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 requested above is not estimable, disclose those facts and
circumstances indicating the uncertain ties that preclude you from making a
reasonable estimate.

Item 8. Financial Statements, page 28

Note 2: Summary of Significant Accounting Policies, page 35

Other Assets, page 36
2. You disclose that you capita lized certain license paym ents related to PT-141.
Please explain to us your basis for cap italizing costs for PT -141 prior to FDA
approval.  Please cite the authoritative litera ture you relied upon to support your
accounting.  In your response,  please compare and contra st the capitalization of
these costs versus your decision to expense NeutroSpec raw materials and
finished goods prior to FDA approval.

Note 8: Commitments and Contingencies, page 40
3. You disclose in the footnote to your cont ractual obligation tabl e that your license
agreements include royalty and other con tingent payment obligations.  Please tell
us in a disclosure-type format the aggregate amount of contingent payment
obligations under each material license ag reement and the conditions under which
you would be required to pay.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our

Carl Spana, Ph. D.
Palatin Technologies, Inc.
March 16, 2006
Page 3

comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on EDGA R 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 co mments, 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 any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement 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.

 If you have any questions, please contact Mark Brunhofer, Staff Accountant, at
(202) 551-3638 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant