SecProbe.io

CORRESP
1
filename1.htm

Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

  Daniel
  H. Follansbee

  617
  542 6000

  617
  542 2241 fax

  Direct dial
  617 348-4474

  dhfollansbee@mintz.com

July 18, 2005

VIA EDGAR
SUBMISSION

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Todd Sherman

Re:                             Interleukin Genetics, Inc.

Form 10-K for Fiscal Year Ended December 31,
2004

File No: 000-23413

Ladies and Gentlemen:

On behalf of Interleukin Genetics, Inc. (the “Company”), we are hereby filing with the
Securities and Exchange Commission (the “Commission”)
this letter in response to comments contained in the letter dated July 7,
2005 from Jim B. Rosenberg of the Staff (the “Staff”)
of the Commission to Fenel M. Eloi, the Company’s principal accounting officer
(the “CFO”).  The comments and responses set forth below
are keyed to the numbering of the comments and the headings used in the Staff’s
letter and are based upon information provided to Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. by the Company.

On behalf of the Company, we advise you as follows:

Item 9A. Controls
and Procedures, pages 34-35

1.               Comment:
Please tell us how your principal executive officer and principal
financial officer have concluded that your disclosures controls and procedures
are adequate and effective when management and the company’s auditors have
concluded that the company’s internal control over financial reporting was not
effective.

Response:
The Company notes in this regard the Commission’s acknowledgement in the
Final Release for the relevant rules, that “…While there is substantial overlap
between a company’s disclosure controls and procedures and its internal control
over financial

Boston
Washington  Reston  New York
Stamford  Los Angeles  London

reporting,
there are both some elements of disclosure controls and procedures that are not
subsumed by internal control over financial reporting and some elements of
internal control that are not subsumed by the definition of disclosure controls
and procedures.”  SEC Rel. 33-8238 (June 5, 2003).  Additionally, neither Item 9A of Form 10-K
nor the regulations referenced therein seem to contemplate that the
effectiveness of each of these sets of controls will be evaluated using
identical criteria.

Thus,
while the Company’s principal executive officer (the “CEO”) and CFO have carefully designed and
implemented disclosure controls and procedures to ensure that material
information relating to the Company is made known to them, each of these
controls relies heavily on personal oversight by the Company’s CFO and
CEO.  This is due to the Company’s size,
having fewer than 20 employees.  This
personal involvement by these principal officers gives them a sufficient basis
to conclude that the Company’s disclosure controls and procedures are adequate
and effective within the meaning of Item 307 of Regulation S-K, which permits
management to use (and be responsible for) its own judgment in making its
evaluation.

However,
the Company’s experience is that the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in its Internal Control—Integrated Framework, the
framework used by management to evaluate the Company’s internal control over
financial reporting, is significantly less flexible and permits management to
exercise much less judgment in its evaluation.
The evaluation of internal control over financial reporting is further
differentiated by the requirement that the results be attested to by the
Company’s independent auditors.
Therefore, notwithstanding the confidence of individual executive
officers in the effectiveness of their own disclosure controls and procedures
(as evidenced not only by the Company’s response to Item 9A, but also by the
personal certifications provided by the CEO and CFO), the independent auditor
is bound by a necessarily different standard, at least in so far as the burden
of persuasion regarding the adequacy of internal controls over financial
reporting.  The result of applying these
different standards to different (although largely similar) sets of controls,
is that the Company’s management has in good faith reached the different
conclusions that are now reflected in Item 9A of the Company’s Annual Report on
Form 10-K.

2

We
hope that the above responses will be acceptable to the Staff.  If you have any questions or comments
regarding the foregoing, kindly contact the undersigned at (617) 348-4474.  Thank you for your time and attention.

  Very truly
  yours,

  /s/ Daniel H.
  Follansbee

  Daniel H.
  Follansbee

cc:  Securities
and Exchange Commission

Jim B.
Rosenberg

Interleukin Genetics, Inc.

Philip
R. Reilly, Chief Executive Officer

Fenel
M. Eloi, Chief Financial Officer

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Stanford
N. Goldman, Jr.

3