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07132005 CORRESP

July 13, 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,

On June 7, 2005, we filed an initial response to the comments outlined in
your letter to us dated May 31, 2005. In a telephone conversation with Mr. Frank
Wyman of the SEC on June 29, 2005, we obtained certain clarifications associated
with your May 31, 2005 letter. Accordingly, we request that you replace our June
7, 2005 response with this response which amends and restates our June 7, 2005 response
in its entirety.

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.

The two research and development ("R&D") collaborations the
Staff refers to in comment 1) above are those we have with the National Cancer
Institute ("NCI") and The University of Texas ("UT") as
outlined in Part I, Item I of our 10-K for the year ended June 30, 2004
("Form 10-K").

As disclosed, our obligations under the NCI collaboration consist of
participating in the selection of clinical trials to be performed by a third
party working under NCI sponsorship and providing clinical supplies of our drug
to support these trials. This agreement does not provide for any past or future
capital funding, milestone, royalty or similar payments, and we consider the
value of the drug that we supply under this agreement to be of an immaterial
dollar amount. Based these facts, we concluded that no additional disclosures
were necessary in our Form 10-K.

Currently, we have two types of agreements, with The University of Texas.
One type of agreement is a sponsored research and development agreement where we
elect to fund research in defined areas over a period of time through a group
headed by Jonathon Sessler, Ph.D., Professor of Chemistry at The University of
Texas at Austin.  This agreement expires in December 2005.  Payments under this
agreement are not material (less than 1% of our total R&D expenses for each
of the past three fiscal years), and we do not have an obligation to extend or
renew this agreement.

A second type of agreement with The University of Texas are two license
agreements covering our texaphyrin molecules and other molecules under
development that may be developed through our sponsored research and development
agreement discussed above.  As discussed in Note 2 to our financial statements,
we have made annual payments of $50,000 in each of the three years ended June
30, 2004.  We do not have any future material obligations under the license
agreements prior to receipt of FDA approval for a product incorporating
technology covered by our two license agreements with The University of
Texas.

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, expenses related to our
R&D collaborations have been immaterial in each of our 2002, 2003 and 2004
fiscal years. 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 and a provision to allow employees to withdraw from the
plan prior to any purchase date. According to SFAS 123, paragraph 24, these
provisions automatically result in the Purchase Plan being a
"compensatory" plan and therefore require "fair value"
accounting.

SFAS 123 paragraph 17 notes "The objective of the measurement process is
to estimate the fair value, based on the stock price at the grant date, of stock
options or other equity instruments.."   Appendix E to SFAS 123 defines
grant date as "The date at which an employer and an employee have a mutual
understanding of the terms of a stock based compensation award. The employer
becomes contingently obligated on the grant date to issue equity instruments or
transfer assets to employees who fulfill vesting requirements."  These
criteria are met at the beginning of each offering period (subscription date),
and are therefore considered the "grant date" for each offering
period.  These offering periods begin on November 1 every 24 months, the last
being November 1, 2003.

Illustration 9 to SFAS 123 (Paragraphs 348-356) notes that the fair value of
Purchase Plans with a "look-back" feature, a 15% discount and where
the number of shares to be purchased is fixed, is comprised of two components,
1) the value of the 15% discount and 2) the value of the "call" option
to purchase shares in the future at 85% of the current price. In addition, our
Purchase Plan does not fix the number of shares to be issued to each employee on
the subscription date. Therefore, we compute the fair value of the
"put" option based on the company's obligation to sell additional
shares to the employee on a future date.

Using the format in Illustration 9, the FAS 123 computed fair value of shares
for the offering period beginning 11-1-2001 is calculated as follows:

Assumptions:

	   Market price:

$  22.55

	   Interest rate:

2.49%

	   Volatility

98.3%

	   Estimated life:

24 months

	   Dividend rate:

0%

Valuation:

	   15% discount  (15% of $22.55)

$    3.383

	   Call option*  (85% of $11.83)

10.058

	   Put option*  (15% of $10.75)

      1.615

	   FAS 123 computed fair value

    15.055

*Using the Black-Scholes option-pricing model with the
assumptions listed above.

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,

Richard A. Miller

President and Chief Executive Officer

Pharmacyclics, Inc.