SecProbe.io

1
   Mail Stop 6010         October 12, 2007   Stephen T. Willis Chief Financial Officer Palatin Technologies, Inc.  4C Cedar Brook Drive Cranbury, NJ  08512
Re: Palatin Technologies, Inc.
 Registration Statement on Form S-3  Filed on September 28, 2007  File Number 333-146392
Dear Mr. Willis:

We have reviewed your filing and have th e following comments.  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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanation.

Form S-3

1. Please file forms of your indentures as exhi bits to the registration statement prior to
requesting effectiveness.  As you may be aw are, the Trust Indenture Act of 1939 requires
that an indenture be  qualified at the time of registration.

* * *

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.    Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

 2
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert this action 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
Please contact Rose Zukin at (202) 5 51-3239 or me at (202) 551-3715 with any
questions.         S i n c e r e l y ,
       J e f f r e y  P .  R i e d l e r
       A s s i s t a n t  D i r e c t o r    cc: Faith L. Charles, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY  10017