SecProbe.io

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Mail Stop 3-9							March 24, 2005

Mr. Ben D. Kaplan
Senior Vice President, Chief Financial Officer
	And Secretary
Genaissance Pharmaceuticals, Inc.
Five Science Park
New Haven, Connecticut 06511

Re:	Genaissance Pharmaceuticals, Inc.
	Preliminary Proxy Statement on Schedule 14A
      Filed March 22, 2005
	File No. 0-30981

Dear Mr. Kaplan:

      We have conducted a limited review of your filing solely
with
respect to proposal number three 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Proposal Three: Approval of Amendment to Certificate of
Designations

Please expand the discussion to indicate whether you have any
present
plan or intention to increase the amount of indebtedness and, if
so,
for what purpose(s).  We may have additional comments.

* * * * *

       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
Mr. Ben D. Kaplan
Genaissance Pharmaceuticals, Inc.
March 24, 2005
Page 2

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 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 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.

	Please contact John L. Krug, Senior Counsel, at (202) 942-
2979,
or me at (202) 942-1840 with any other questions.

Sincerely,

Jeffrey Riedler
Assistant Director

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