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06072005 CORRESP

June 7, 2005

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:	Pharmacyclics, Inc.

	Form 10-K for the fiscal year ended June 30, 2004

	Filed August 30, 2004

	File No. 000-26658

Dear Mr. Rosenberg:

We respectfully submit the following replies to the comments outlined in your
letter to us on May 31, 2005.

We note that you do not disclose the principal terms of your two R&D
collaborations, including the duration of these collaborations, how funding is
shared, basis for expense reimbursement, R&D expense incurred for each
period presented, requirements to pay development milestones and product
royalties, expected completion dates and future capital funding requirements.
Also, you do not disclose estimated milestone and royalty payments in your table
of contractual obligations or in a note to the table explaining their exclusion.
Please provide the analysis that served as the basis for your decision not to
include this disclosure in your filing.

We assume the two research and development ("R&D")
collaborations the Staff refers to in comment 1) above are those we had with
Alcon Pharmaceuticals, Inc. and Nycomed Imaging A/S.  Both collaborations were
terminated in 2001. Additionally, please note that we currently do not have any
other R&D collaborations.

The Alcon collaboration was terminated in October 2001, at which time all
financial and performance obligations ceased for both parties. There was no
financial impact during the three years ended June 30, 2004 and we last reported
this transaction in our Form 10-K for the year ended June 30, 2002.

The Nycomed collaboration was terminated in May 2001, at which time all
financial and performance obligations ceased for both parties. There was no
financial impact during the three years ended June 30, 2004 and we last
disclosed this transaction in our Form 10-K for the year ended June 30,
2003.

Based on the lack of on-going obligations and lack of financial impact during
the three years ended June 30, 2004, we respectfully submit that disclosure of
these agreements was unnecessary and not helpful to an investor's understanding
of our financial performance. We therefore excluded this disclosure from our
Form 10-K for the year ended June 30, 2004.

Disclosure about critical accounting policies should allow a fuller
understanding of how you determined estimates made in connection with R&D
collaborations, critical factors and assumptions underlying these estimates and
the potential impact on your future operations and financial condition of
changes in prior period estimates. We were unable to find this disclosure in
your filing. Please provide the analysis that served as the basis for your
decision not to include this disclosure in your filing.

As stated in our response to comment 1) above, our R&D collaborations
have been terminated and we have no future financial or performance obligations.
Additionally, the collaborations had no financial impact on any of the three
years ended June 30, 2004.  Therefore, we concluded that discussion of any such
collaborations as critical accounting policies in our Form 10-K was unnecessary
and not helpful to an investor's understanding of our financial performance.

Demonstrate how the disclosed fair value of purchase awards under the
Company's Purchase Plan of $5.72 in 2004, $15.06 in 2003 and $15.74 in 2002
complies with FAS 123. We note that the Company's stock price was in the range
of $2.35 per share to $5.70 per share for 2003.

Our Purchase Plan includes offering periods with a 24 month "look-
back" provision. In accordance with SFAS 123 paragraph 17, we compute the
fair value for Purchases on the "grant date" which is the beginning of
each offering period. These offering periods begin on November 1 every 24
months, the last being November 1, 2003.

The FAS 123 computed fair value per share for the offering periods affecting
fiscal 2002, 2003, and 2004 (and fair market price of the stock at the beginning
of each offering periods for reference) is outlined as follows:

FAS 123

Computed
Fair

Value

Fair Market Price of

the Stock

Offering Period Beginning 11-1-1999

$21.094

$35.125

Offering Period Beginning 11-1-2001

$15.055

$22.550

Offering Period Beginning 11-1-2003

$3.316

$5.800

As our fiscal years may overlap two offering periods, the fair value
disclosed in the financial statements may be the weighted average two offering
periods.

In fiscal 2002, the computed fair value of $15.74 is a weighted average for
the Offering Periods beginning 11-1-1999 ($21.094) and 11-1-2001 ($15.055);

in fiscal 2003, the computed fair value of $15.055 is comprised solely of
the Offering Period beginning 11-1-2001 ($15.055); and

in fiscal 2004 the computed fair value of $5.72 is a weighted average for
the Offering Periods beginning 11-1-2001 ($15.055) and 11-1-2003 ($3.316).

For example, you noted the Company's stock price in fiscal 2003 ranged from
$2.35 to $5.70; however as set forth above, the computed fair value of the
fiscal 2003 purchases was based on the fair market price of the Company's stock
as of 11-1-2001, which was $22.55.

Based on this methodology, we believe our disclosures properly
state the fair value of purchase awards made under the Company's employee stock
purchase plan during fiscal 2002, 2003 and 2004 as outlined by SFAS 123's grant
date valuation approach.

Furthermore, the Company acknowledges the following:

The Company is responsible for the adequacy and accuracy of the disclosure
in the filings;

Staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff 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.

Please be advised that we will also file this letter to you via the EDGAR
filing system. Please contact myself at 408-774-3322 or our Chief Financial
Officer, Leiv Lea, at 408-774-3356, with any additional questions and/or
comments related to this letter.

Sincerely,

/s/  RICHARD A. MILLER, M.D.

Richard A. Miller, M.D.

President and Chief Executive Officer

Pharmacyclics, Inc.