SecProbe.io

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Mail Stop 3-09

									November 1, 2004

Tony Milici, MD, Ph.D
GeneThera, Inc.
3930 Youngfield Street
Wheat Ridge, CO  80033

Re:	GeneThera, Inc.
	Amendment No. 1 to the Registration Statement on Form SB-2
	File No. 333-118937

Dear Dr. Milici:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your
explanation as to why our comment is 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
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	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 SB-2

General
1. In your response letter, please state our comment and then explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we can
easily place your revised disclosure in its proper context.
2. We note the statement located on the top of your registration
statement cover page providing that you filed the document on
September 10, 2004.  This statement contains an incorrect date.  In
your next amendment, please include the actual date you file the
amended registration statement.
3. We note your response to comment 2 and reissue the comment.
Although we note you filed the Form 10-QSB for the quarter ended June
30, 2004, such information does not appear to be included in your
registration statement.  Because you have filed a Form SB-2, please
note that you are not permitted to incorporate by reference the
contents of the Form 10-QSB for the quarter ended June 30, 2004 to
your Form SB-2.  To that end, please revise your document to provide
the interim financial information in accordance with Item 310(g) of
Regulation S-B.

Cover Page
4. We note your response to comment 5 and reissue the comment.  It
does not appear you have provided the information requested by Item
501(a)(9)(iv).  Please revise your document or advise us.

Risk Factors
5. We note your response to comment 10.  Your Note 15 indicates that
you are in default for payments on notes payable in the amount of
$116,405 including accrued interest.  In that regard, please add a
separate risk factor disclosing the risks and consequences of such
default.  In your discussion, please disclose the holders of such
notes payable, and if you expect such parties to commence legal
action.  In the alternative, please advise us as to why you do not
believe a risk factor is necessary.
6. We note your response to comments 14 and 22 and reissue the
comments in part.  Some of your risk factor headings still continue
to merely describe an event that may occur in the future, or merely
states a fact about your business.  For example, the risk factor
beginning, "Current litigation involving the Company that could
result in additional . . . ." on page 6, and the risk factor
beginning "We are controlled by our officers, directors and principal
shareholders," on page 7.  Please revise your risk factor to
succinctly state in your subheadings the risks that result from the
facts or uncertainties.

"We may not obtain the necessary regulatory approvals to
commercialize our . . . .," page 3
7. We note your response to comment 18 and reissue the comment.  It
is still unclear from your revised disclosure whether you have any
applications before the USDA or other approvals for your key
products.  Please revise this risk factor accordingly.  To the extent
you have no such applications, please so state.  In addition, in your
Business section, please disclose the stage of the approval and the
amount you have spent on research and development for the particular
product.

"We are controlled by our officers, directors and principal
shareholders," page 7
8. We note your response to comment 13 and reissue the comment.  We
note you have revised this factor to include some discussion about a
bylaw provision that could prevent a change in control in management.
However, each risk factor should discuss only one risk factor and the
consequences that stem from it.  In this risk factor, you discuss two
separate risk factors: one associated with the fact that management
controls more than 64% of the common stock of the common, and the
other associated with a bylaw provision that may prevent a change in
control in management.  Please revise your risk factor so that each
risk factor is discussed separately.
9. In addition, in your revised risk factor discussing the risks and
consequences of bylaws or charter provisions that may prevent a
change in control, please disclose applicable charter provisions
and/or Colorado state law that may also prevent a change in control.

"You may experience dilution in your ownership of shares of common
stock," page 7
10. We note your response to comment 22.  Please revise to indicate
that $1.50 per share is a price as of a recent date.
11. We note your response to comment 23 and reissue the comment in
part.  Please revise to disclose at what price the shares will be
sold to potential purchasers.
12. We note that the revised disclosure you added to this risk factor
includes virtually the same language you have provided in your
Dilution section.  In addition, we note that much of this added
disclosure is inappropriate for disclosure in this risk factor.
Please revise this risk factor to eliminate the redundancy.

Convertible Notes, page 10
13. We note your response to comment 34 and reissue the comment in
part.  It does not appear that you have provided the expiration date
for the notes you issued between May 17, 2003 and September 19, 2003.
Please revise to disclose this information.
14. In addition, we note your disclosure in the second paragraph of
this section where you state that the notes issued to Fidra Holdings
was due 180 days after issuance.  It is unclear what you mean by
this.  For example, do you mean 180 days after the issuance of the
note?  And if this is what you mean, does it mean the notes have
expired and are due immediately and may be in default?  Please advise
us or revise your disclosure to clarify.
15. We note response to comment 36 and reissue the comment part.
Please explain why you issued a note for $120,000 if you only raised
$36,900 under the note.  In addition, please disclose the material
terms of this settlement agreement, including the number of shares
that still may be converted, if any.  Please also disclose the value
of the 80,000 shares converted by Mr. Taggart.

R&D Services, page 12
16. We note your response to comment 37 and reissue the comment in
part.  Please explain what the "Molecular Biology Potential Agreement
Structure" is.  In addition, please expand your description to better
explain the activities that take place in Steps III through V.
Integrated Technology Platform (ITP), page 14
17. Please briefly describe what spongiform encephalopathy and
Johnnnes disease are.

Gea(tm) System, page 14
18. We note your response to comment 40 and reissue the comment in
part.  Please disclose the approximate amount of time required to
develop this vaccine.
19. We note your disclosure that the Gea(tm) is to be used solely for
your laboratory.  Please indicate if you intend to market this
product for commercial sale.  If so, please indicate  the approximate
timing and market.
20. Please explain what fluorogenic polymerase chain reaction is.
21. Please also indicate if you anticipate obtaining the specific
laboratory equipment needed to develop this vaccine?  If so, please
disclose the approximate costs of obtaining the equipment and
approximate timing.
22. In addition, please provide us with third party documentation
supporting your claim the use of F-PCR represents a great advantage
over other available systems because of its greater sensitivity,
speed and accuracy.

Business, page 16

Overview, page 16
23. We note your response to comment 46 and reissue the comment in
part.  Please disclose the specific assets you acquired in the
reverse acquisition of GeneThera.  In addition, please disclose the
total consideration you paid for the acquisition.
24. We note your response to comment 47 and reissue the comment in
part.  For each of the products you have described in this Business
section, please disclose the status of any regulatory or clinical
trials; the estimated amounts required to complete development,
testing and regulatory approval process; and when you anticipate
commencement of the marketing efforts.  To the extent you are unable
to provide the information requested, please so indicate and the
reasons why.
25. We note your disclose that you sent a detailed proposal to the
USDA in order to validate your live blood test for Mad Cow Disease.
Please disclose when you sent the proposal.  Please also indicate
when you received the preliminary response from the USDA.  In
addition, please provide us with a copy of the letter indicating that
the USDA would cooperate with you to validate your test and vaccine.

26. We note your statement that the USDA has denied you the
opportunity to work along side them in order to validate your live
blood test for Mad Cow disease and Chronic Wasting disease.  Please
explain in what way they are denying you this opportunity.
Legal Matters, page 19
27. We note your response to comment 51 and reissue the comment.
Please include a description of the facts underlying each of the
proceedings described in this section.
28. In addition, please disclose the material facts of the settlement
you reached as of October 13, 2004, including the amount.  In
addition, to the extent the settlement agreement is material to you,
please file it as an exhibit to this registration statement.

Compensation of Directors and Executive Officers, page 21
29. We note your response to comment 55 and reissue the comment.
Please indicate if Tannya Irizarry`s employment agreement has a
renewable term beyond the initial period?  In addition, please
describe the specific non-disclosure and non-competition obligations
that both executive officers are subject to under their respective
employment agreements with you.

Certain Relationships and Related Transactions, page 22
30. We note your response to comment 61 and reissue the comment in
part.  For each transaction described, please describe if the terms
you received in the transactions were on terms as favorable as could
have been obtained from unaffiliated third parties.  To the extent
terms were not, please so indicate in this section.

Selling Shareholders, page 25
31. Please revise this table to disclose what the asterick beside
each name means.  In that regard, we note your revised disclosure in
the Convertible Notes section of the Management`s Discussion and
Analysis section of your document.
32. We note your response to comment 62 and reissue the comment.
Please revise to disclose the natural person having voting and
dispositive rights over the shares held by The Regency Group, and L&B
Chartiable.
33. We note the language contained in the bullet points included in
the last paragraph of this section.  Please revise your disclosure to
indicate the bullet point that applies to each selling shareholder
separately.  For example, for those selling shareholders who received
the shares in a private placement of convertible notes, please so
provide in this section.  Similarly, identify those shareholders who
received warrants.

Plan of Distribution, page 26
34. We note your response to comment 65 and reissue the comment.
Please confirm your understanding that the Company may substitute new
names for the names of selling stockholders by means of a Rule 424(b)
prospectus only if the conditions outlined in the previous comment
are met.

Recent Sales of Unregistered Securities, page II-1
35. We note your response to comment 66 and reissue the comment.
While we note your revised disclosure that there have been no recent
sales of unregistered securities within the past three years. This
disclosure seems inconsistent with your disclosure on page 10 of the
document entitled "Convertible Notes," where you provide the various
issuances of convertible notes during 2002, 2003 and 2004.  Please
revise this section or advise us.

Exhibit List
36. We note your response to comment 9.  Please revise your exhibit
list index to include your InvestLinc Securities and NVO Solutions
agreements.
37. We note your response to comment 32 and to the disclosure you
provide in the first sentence of this section.  More specifically
that you are incorporating by reference the documents listed below.
To the extent the equity line credit agreement or other agreement
listed in this section is not applicable, you should delete reference
to them in this registration statement. Please revise your exhibit
list accordingly.
38. We note your response to comment 38 and specifically the filing
of certain curriculum vitae.  Please revise your exhibit list to
reflect the filing of these documents as part of your document.
39. We note your response to comment 50.  Please revise your exhibit
list to specifically reference this agreement as an exhibit to your
registration statement.

Legal Opinion
40. We note your response to comment 68.  Please revise your exhibit
list to specifically reference this opinion in the exhibit list.
41. In addition, please revise your counsel`s legal opinion to
specifically include language on whether the shares you are
registering in this Form SB-2 will be, when sold, fully paid and non-
assessable.  See Item 601(b)(5) of Regulation S-B.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.  Please
understand that we may have additional comments after reviewing your
amendment and responses to our comments.

 	Please contact Song P. Brandon at (202) 942-2831, John Krug, at
(202) 942-2979 or me at (202) 942-1840 with any questions related to
the comments above or other related matters.

							Sincerely,

							Jeffrey Riedler
								Assistant Director

cc:	Richard W. Bryans, Jr.
	1177 Grant Street
	Suite 308
	Denver, Colorado 80203

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