SecProbe.io

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Mail Stop 0309	November 16, 2004

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

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

Dear Mr. Milici:

	We have reviewed your filing and have the following comments.
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 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. We note that you have removed the audited financial statements
for
the Company from this registration statement.   This information
is
required pursuant to Item 22 of Form SB-2 and Item 310 of
Regulation
S-B.  Please amend your registration statement to include the
audited
financial statements required by these items.
2. In addition, please include the interim financial information
for
the quarter ended September 30, 2004 in accordance with Item
310(g)
of Regulation S-B.

Cover Page
3. We note your response to comment 4 and your revised disclosure.
At present, the first two paragraphs contain duplicative
disclosure.
More specifically, the disclosure indicating that the selling
stockholders as identified may offer and sale up to 4,249,236
shares
of common stock and that you will not receive any proceeds from
the
sale of the common stock.   Please revise your disclosure to
eliminate the redundancy.
4. In addition, please remove the third paragraph on this cover
page
to somewhere else in the document.  Item 501 of Regulation S-B
does
not require this information in the cover page.
Convertible Notes, page 10
5. We note your response to comment 15 and your revised
disclosure.
Please revise your disclosure to provide all material terms of the
settlement.
6. In addition, we note that it does not appear you have filed the
settlement agreement with Mr. Taggart to you registration
statement.
In your next amendment, please file the agreement as an exhibit.
7. Please revise the introductory paragraph to clarify whether the
$1.2639 million principal amount of notes was sold at a discount
and,
if so, the amount of the discount.

GEA(tm) System, page 14
8. We note your response to comment 21 and reissue the comment.
It
is unclear whether you have the specific lab equipment to develop
the
GEA vaccine.  Please revise your disclosure accordingly.
9. We note your response to comment 22 and reissue the comment.
Please supplementally provide us with hard copies of the third
party
documentation you describe in your response.

Business, page 16

Overview, page 16
10. We note your response to comment 23 and your revised
disclosure.
Please disclose the value of the 10 million shares of common stock
you issued as consideration for the sale of the private
corporation.

Certain Relationships and related Transactions, page 22
11. We note your response to comment 30 and reissue the comment in
part.  With respect to the reverse acquisition agreement, please
indicate if the terms you received in the transaction was as
favorable as could have been obtained from unaffiliated third
parties.

12. In addition, please disclose the value of the shares issued to
Dr. Milici in June 2004.  We note the disclosure you have provided
in
Note 6 to your revised financial statements.

Executive Compensation, page  23
13. We note that you have referenced footnotes for the individuals
in
the table, but it appears there are no corresponding footnotes.
Please revise your table accordingly.

Selling Shareholders, page 25
14. We note your revised disclosure under the reference "#" where
you
state that the shares represent certain investors who have "taken
stock in lieu of payment of professional fees."  Please briefly
describe the individuals who received stock in lieu of payment for
professional fees in the section entitled "Certain Relationships
and
related Transactions."  In the alternative, please tell us why no
such disclosure is needed.

Recent Sales of Unregistered Securities, page II-1
15. We note your response to comment 35 and your revised
disclosure.
The information currently does not comply with Item 701 of
Regulation
S-B.  For example, for each issuance you should revise to identify
the investors and identify the exemption relied upon.  Please note
that accredited investors is not a class of investors that we will
recognize.

Exhibit List
16. We note your response to comment 36 and your revised exhibit
list.  Please note several of the exhibits you have indicated as
filed in the registration statement are not included in the filed
or
courtesy copy of the registration statement, and further, it
appears
some of the documents were previously filed in the last amendment
to
the registration statement.  Please revise your exhibit list to
indicate which exhibits you intend to file as part of the
amendment
and which you incorporating by reference to a previously filed
document.
17. We note your response to comments 38 and 39 and your revised
disclosure.  Your exhibit list presently indicates that exhibits
99.2
and 99.3 are filed as part of Amendment No. 2 when they are not.
Please revise your exhibit list accordingly.

*	*	*

	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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