SecProbe.io

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Mail Stop 6010

August 23, 2005

Mr. David Goold
Chief Financial Officer
Forbes Medi-Tech, Inc.
200-750 West Pender Street
Vancouver, British Columbia, Canada V6C 2T8

      Re:	Forbes Medi-Tech, Inc.
		Form 40-F for the fiscal year ended December 31, 2004
	File No. 000-30076

Dear Mr. Goold:

	We have limited our review of your filing to those issues we
have addressed in our comments.  In our comments, we ask you to
provide us with information so we may better understand your
disclosure.

	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 40-F for the year ended December 31, 2004

Management`s Discussion and Analysis

Critical Accounting Policies and Estimates

Revenue Recognition

1. We note in the "Overview" section to your Management`s
Discussion
and Analysis that, during fiscal 2004, the Phyto-Source joint
venture
became the direct seller of your Phyto-S-Sterols, while you are
now
merely a "selling agent" in those sales transactions. Please
disclose
the date you began acting as an agent and how your accounting
policy
for recognizing revenue as an agent differed from your accounting
policy prior to that time.  Additionally, please provide us with
information regarding the nature of your role in sales
transactions
with respect to Phyto-S-Sterols. Please also tell us how you
considered each criterion in EITF No. 99-19 and its potential
impact
on your revenue recognition policy and quantifiable impact on your
financial statements pursuant to U.S. GAAP.

Notes to Consolidated Financial Statements, page 4

Note 19. United States Generally Accepted Accounting Principles,
page
29

2. We note that you evaluated the potential impact of FIN 46 on
your
financial statements. Please provide us with your analysis
according
to the provisions of FIN 46R, particularly paragraph 5, in order
to
clarify your determination that you do not need to consolidate
Phyto-
Source and Phyto-Venture under U.S. GAAP.

*    *    *    *

       Please provide us the supplemental information requested
within 10 business days of the date of this letter or tell us when
you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your supplemental responses
that
keys your responses to our comments. Detailed letters greatly
facilitate our review.  You should file the letter on EDGAR under
the
form type label CORRESP.  Please understand that we may have
additional comments after reviewing your 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 they
have
provided 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 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 any action
with
respect to the filing; 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 filing
or
in response to our comments on your filing.

      You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3679 with any other
questions.

      Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
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David Goold
Forbes Medi-Tech, Inc.
August 23, 2005
Page 3

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