SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

June 9, 2005

Mr. Linton W. P. Burns
Chief Financial Officer and
Secretary
Progen Industries Limited
2806 Ipswich Road
Darra, Queensland 4076
Australia

Re:	Progen Industries Limited
	Form 20-F for Fiscal Year Ended June 30, 2004
	File No.  000-29228

Dear Mr. Burns:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filings to only
those issues addressed.  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 comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.

	Please understand that the purpose of our review 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 on 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 June 30, 2004

Item 5. Operating and Financial Review and Prospects

Overview, page 44

1. Please expand your disclosure by referring to the Division of
Corporation 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/corpfin/cfcrq032001.htm#secviii.

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

a. The current status of the project;
b. The costs incurred during each period presented and to date on
the
project;
c. The nature, timing and estimated costs of the efforts necessary
to
complete the project;
d. The anticipated completion dates;
e. The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
f. The period in which material net cash inflows from significant
projects are expected to commence.

Regarding b., if you do not maintain any research and development
costs by project, disclose that fact and explain why management
does
not maintain and evaluate research and development costs by
project.
Provide other quantitative or qualitative disclosure that
indicates
the amount of the company`s resources being used on the project.

Regarding c. and d., 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
from
making a reasonable estimate.

Critical Accounting Policies

Revenue Recognition and Research and Development Expenses, page 45

2. We note from your disclosure that you have identified revenue
recognition and research and development expenses as critical
accounting estimates. The disclosures included in MD&A should
provide
greater insight into the quality and variability of information
regarding financial condition and operating performance.  As such,
we
believe your discussion of revenue recognition and research and
development expenses in MD&A should also include the following
information:

a. Specifically address why your accounting estimates and/or
assumptions bear the risk of change.
b. How you arrived at the estimates and/or assumptions.
c. How much the estimates and/or assumptions have changed in the
past.
d. Whether the estimates and/or assumptions are reasonably likely
to
change in the future.
e. Provide a quantitative analysis of the sensitivity of your
estimates and/or assumptions to change, based on outcomes that are
reasonably likely to occur and would have a material effect.

Please refer to FRR 72 "Interpretation: Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations" for additional guidance.

Financial Statements

Notes to Financial Statements

Statements of Operations, page F-3

1. Summary of Significant Accounting Policies

Patents, page F-9

3. We note from your disclosure that costs incurred for filing,
defending and protecting patents (i.e. legal costs) are included
in
research and development expense in the statement of operations.
Please refer to SFAS 2 paragraph 10(i) which states that typically
legal work in connection with patent applications or litigation
are
excluded from research and development expenses.  As such, please
revise your financial statements to reclassify these costs from
research and development expenses or explain to us why you believe
your classification is appropriate.

13. Stock Option Plans

4. We note from your disclosure that you reported your stock
option
information in A$.  Please revise your disclosure to reflect the
amounts in your reporting currency USD.  Please refer to Rule 3-20
of
Regulation S-X.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment 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 cover letters
greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRSEP.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
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 comments, please
provide,
in writing, 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 advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Joseph Roesler, Staff Accountant, at (202)
551-
3628 or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Linton W. P. Burns
Progen Industries Limited
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