SecProbe.io

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Mail Stop 3561

      							December 8, 2005

Via U.S. Mail and Fax
Mr. Sidney Chan
Principal Executive Officer
ALR Technologies, Inc.
114M Reynolda Village
Winston Salem, NC  27106

	RE:	ALR Technologies, Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed April 18, 2005
		File No. 0-30414

Dear Mr. Chan:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the fiscal year ending December 31, 2004

	Independent Auditors` Report, page F-1

1. Refer to your auditor`s report where they state that their
audit
was conducted "in accordance with standards of the Public Company
Accountability Board (United States)."  The opinion should state,
instead, that the audit was "conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United
States)."  Have your auditors revise their report and amend your
Form
10-KSB for the year ended December 31, 2004.

2. Please have the firm who performed the audit revise the
independent auditors` report to include the name of the firm.

Note 6.  Capital stock and additional paid in capital, page 41

3. It is not clear to us the 17,756,500 options issued in
consideration of promissory notes payable.  Please explain the
meaning of "financing costs, being the gross proceeds of the new
promissory notes allocated to options..."  In addition, the
8,075,963
options granted in consideration of outstanding accounts payable
and
accrued liabilities.  Please confirm that these options were
granted
as compensation for extending the due dates and not to repay these
liabilities.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

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 information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating 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 comments, please
provide,
in writing, a statement from the company acknowledging that

* 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 do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773 or Carlos Pacho, Senior Assistant Chief Accountant, at
(202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Sidney Chan
ALR Technologies Inc.
December 8, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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