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Via Facsimile and U.S. Mail
Mail Stop 4720

         December 10, 2009

Stephen Anderson
Chief Financial Officer and Secretary
OncoGenex Pharmaceuticals, Inc.
1522 217th Place SE, Suite 100
Bothell, WA 98021

Re:    OncoGenex Pharmaceuticals, Inc .
 Form 10-K for the Fiscal Year Ended December 31, 2008
Definitive Proxy Statement filed on Schedule 14A
          File Number:  033-80623

Dear Mr. Anderson:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where our comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filings.

 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 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 10-K for the Fiscal Year Ended December 31, 2008

Notes to Consolidated Financial Statement
Note 9.  Income Tax, page 77
 1. Please revise your disclosure regarding the ra te reconciliation to cl arify what the line
items “Expenses (income) not deducted (inc luded) for tax purpos es, “Reversal of pre
transaction income” and “Part VI.I tax” represent and disclo se the reasons for
significant fluctuations in thes e line items from year to year .  In addition, disclose the
reason for adjustments in 2007 and 2006 for “effect of tax rate changes on deferred

Stephen Anderson
OncoGenex Pharmaceuticals, Inc.
December 10, 2009
Page 2
tax assets and liabilities” as  you have only disclosed a tax rate change for 2008 from
34.12% to 34%.

Definitive Proxy Statement filed on Schedule 14A

Compensation Discussion and Analysis

2008 Named Executive Officer Compensation
Cash Incentives, page 24
2. Your Compensation Discussion and Analysis does not prov ide sufficient disclosure
regarding the corporate object ives used to determine your executive officers’ short-
term incentive award.  Please provide us  with draft disclosure for your 2010 proxy
statement which provides the following:

• The corporate objectives; and
• A discussion of how the level of achievement will affect the actual
bonuses to be paid.

Please confirm that you will also disclose th e achievement of these objectives.  To the
extent that the objectives are quantifie d, the discussion in your proxy statement
should also be quantified.  To the extent that you are concerned about th e release of this information prior to the
end of your fiscal year, you may request c onfidential treatment pursuant to Rule 83.
In order to do this, please file on E DGAR your supplemental response requesting
confidential treatment under Rule 83, redacting the in formation you argue to be
confidential.  Please note that only th ose words, numbers and phrases for which
confidentiality is necessary s hould be redacted.  Further, an unredacted copy of your
supplemental response requesting Rule 83 trea tment must be mailed directly to the
Staff.    Additionally, please note  that in order to keep your performance metrics confidential
pursuant to Instruction 4 to Item 402(b)  of Regulation S-K you must submit an
analysis supporting your conclusion that you are likely to suffer competitive harm if the information is disclosed.  We are gene rally only willing to grant confidential
treatment for performance goals if you can demonstrate how the disclosure of these
goals will allow your competitors to disc over information about break even points,
cost structures relating to specific products  or similarly sensitive information.  In
these instances, you must submit a detailed  analysis, identifying the competitively
harmful information and demonstrating how the information could be harmful to your company.

Stephen Anderson
OncoGenex Pharmaceuticals, Inc.
December 10, 2009
Page 3   Long-Term Incentive Awards, page 25

3. We note your disclosure on page 25 that a component of long-term incentive award
determination is based on individual pe rformance.  Your Compensation Discussion
and Analysis does not disclose the individua l objectives used to determine the amount
of equity granted to your executive officers.  Please provide us with draft disclosure
for your 2010 proxy statement which provides the following:

• The performance objectives; and
• A discussion of how the level of achievement will affect the actual
amounts of equity granted.

To the extent that the objectives are quan tified, the discussion in  your proxy statement
should also be quantified.  Please also conf irm that you will disclose the level of
achievement of these objectives.

*    *    *    *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR 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 a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Stephen Anderson
OncoGenex Pharmaceuticals, Inc.
December 10, 2009
Page 4
 In addition, please be advi sed that the Division of En forcement 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.

  You may contact Dana Hartz, Staff Accountant, at (202) 551-3648 or Lisa
Vanjoske, Assistant Chief Accountant, at  (202) 551-3614 if you have any questions
regarding the processing of your response as well as any questions regarding comments
on the financial statements and related ma tters. You may contact Rose Zukin, Staff
Attorney, at (202) 551-3239 with questions on any of the other comments.  In this regard,
do not hesitate to contact me, at (202) 551-3679.
        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant