SecProbe.io

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Mail Stop 3-9

							September 17, 2004

Michael Lee
Chief Executive Officer and Chairman of the Board of Directors
AlphaRx, Inc.
200-168 Konrad Crescent
Markham, Ontario, Canada

Re:	AlphaRx, Inc.
	Registration Statement on Form SB-2
	File Number 333-118852

Dear Mr. Lee:

	This is to advise you that we have performed a limited review of
the above registration statement and have the following comments.

Registration Fee Table

1. Although you are registering the sale of 93,905,994 shares, the
selling security holders table on pages 15-17 lists 96,572,662 shares
being offered.  Please revise the fee table as appropriate to
register the correct quantity of shares.

Selling Security Holders, page 14

2. If any selling shareholder is a broker-dealer, the prospectus must
state that such holder is an underwriter.  The only exception to this
requirement is securities issued to a broker-dealer as compensation
for underwriting activities.  Please advise us of the broker-dealer
status of the selling shareholders and revise the prospectus
accordingly.

3. In addition, if a selling shareholder is an affiliate of a broker-
dealer, the prospectus must state that:

* the selling shareholder purchased in the ordinary course of
business; and
* at the time of the purchase of the securities to be resold, the
selling shareholder had no agreement or understandings, directly or
indirectly, with any person to distribute the securities.

If a selling shareholder is an affiliate of a broker-dealer and you
are not able to make these statements in the prospectus, the
prospectus must state that the selling shareholder is an underwriter.
Please revise the prospectus as appropriate.

Exhibit Index, page 50

4. It appears that you have not provided an accountant`s consent, as
required by Item 601(b)(23) of Regulation S-B.  Please include such a
consent with your amended filing.

*	*	*

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	Please contact Greg Belliston at (202) 824-5219 or me at (202)
942-1840 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc:	David M. Pedley, Esq.
	Pedley Zielke Gordinier & Pence, PLLC
	2000 Meidinger Tower
	Louisville, Kentucky 40202
Michael Lee
AlphaRx, Inc.
September 17, 2004
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