SecProbe.io

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Mail Stop 3-09

								May 26, 2005

Michael Lee
President and Chief Executive Officer
AlphaRx, Inc.
200-168 Konrad Crescent
Markham, Ontario, Canada L3R 9T9

	Re:	AlphaRx, Inc.
		Form 10-KSB for the Fiscal Year Ended September 30, 2004
		Form 8-K Filed December 16, 2004
		Form 10-QSB for the Quarter Ended December 31, 2004
		File No. 0-30813

Dear Mr. Lee:

	We have reviewed your filings and have the following
comments.
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 on 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

General

1. Please address the below comments by amending your Form 10-KSB
and
providing the requested additional information to us within three
weeks.

Company Overview, page 3

2. It appears your licensing agreement with Industria Farmaceutica
Andromaco for Indaflex and any written agreement you may have with
Loblaws Group may be material to your business.  Please file these
agreements as exhibits pursuant to Item 601(b)(10) of Regulation
S-B,
and discuss their material terms, duration, and termination
provisions in the body of your filing.

3. We note the market size for orally-administered drugs that
utilize
drug delivery systems is expected to increase to approximately $50
billion in 2005.  Unless you plan to target the markets for all
orally-administered drugs that utilize drug delivery systems, you
should revise this figure to include only the markets you plan to
target.

Product Pipeline, page 5

4. We note you describe the stage of 2.5% Indoflex as "Phase I/II
Planned."  Please either justify the characterization of the trial
as
a Phase I/II trial or revise the characterization to be only Phase
I.

5. We note from page 17 that Indoflex has already been approved
for
marketing in Mexico, yet the table discloses Indoflex`s status
only
as "Phase I/II Planned."  Please revise the table to disclose
Indoflex`s and all other products` status in each principal
country
where they are being developed or sold.

6. Please briefly explain what "Formulation" means in the "Stage"
column.  Also, please include a brief overview of the development
process so investors can better understand each product`s status.

7. It appears the table may be incomplete.  Your web site states
that
a product called the "CoQ10ER Tablet" is already on the market,
yet
the table does not appear to mention this product.  Is it
immaterial
to your business?  If so, please provide us a supplemental
analysis
explaining in detail how you reached this determination.
Otherwise,
please include a description of this drug.

Patents, Trademarks and Proprietary Rights, page 7

8. We note you have one U.S. patent and three applications, and
you
have two pending applications in foreign countries.  Please
describe
these patents and applications.  Identify the products with which
they are associated.  State when the issued patent expires, and
state
the duration of the patents that will be issued upon approval of
the
applications.  Also, identify the foreign countries in which the
applications are pending.

Manufacturing, Marketing and Sales, page 8

9. Please identify any material manufacturers you rely upon, for
example for production of Flexogan or Indoflex.  Also, file your
written agreements with these manufacturers, and discuss the
material
terms of the agreements in the body of your filing.

Government Regulation, page 8

10. Since Indoflex is being sold in Mexico, please describe the
Mexican regulatory structure in this section.

Risk Factors

Our success depends upon our ability to protect our intellectual
property rights, page 12

11. To the extent you are aware that you have any patent being
infringed upon or that you have been notified of a third party`s
belief that you are infringing on their patent(s), please revise
to
disclose the situation and potential consequences.

Item 6.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

General, page 17

12. Please refer to the Division of Corporation Finance "Current
Issues and Rulemaking Projects Quarterly Update" under section
VIII -
Industry Specific Issues - Accounting and Disclosure by Companies
Engaged in Research and Development Activities.  You can find it
at
the following website address:
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.

Please disclose the following information for each of your major
research and development projects:

* The current status of the project;
* The costs incurred during each period presented and to date on
the
project;
* The nature, timing and estimated costs of the efforts necessary
to
complete the project;
* The anticipated completion dates;
* The risks and uncertainties associated with completing
development
on schedule, and the consequences to operations, financial
position
and liquidity if the project is not completed timely; and finally
* The period in which material net cash inflows from significant
projects are expected to commence.

To the extent that information requested above is not known or
estimable, disclose that fact and the reason why it is not known.

Board of Directors Committees, page 23

13. Please explicitly state whether your audit committee has a
financial expert.  See Item 401(e)(1)(i) of Regulation S-B.  Also,
provide the additional information required by Item 401(e)(1)(ii)
or
(iii).

2003 Stock Option Plan, page 24

14. Please include the table required by Item 201(d) of Regulation
S-
B for the 2003 and 2004 Stock Option Plans.

Signatures, page 27

15. Please note that General Instruction C.2 of Form 10-KSB
requires
the signatures of your CEO, CFO, controller or principal
accounting
officer, and at least a majority of the board.  Each individual`s
signature should be accompanied by a caption describing all roles
in
which the individual is signing.  Accordingly, please do the
following:

* Include a caption with Mr. Lee`s signature indicating he is the
CEO.
* Provide the signature of Mr. Urbanc, your CFO.
* Provide the signature of your controller or principal accounting
officer, and include a caption indicating this title.  If Mr.
Urbanc
is the controller or principal accounting officer, include such a
caption with his signature.

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Research and Development, page F-9

16. We noted your classification of "various legal and
professional
fees incurred for preparation of patent applications" as research
and
development expenses.  Please tell us how your policy complies
with
paragraph 10 of SFAS 2, Accounting for Research and Development
Costs.

Note 8. Notes Payable, page F-12

17. We noted that the company converted $375,234 of convertible
promissory notes into approximately 3.7 million shares of common
stock at $0.10 per share during the year ended September 30, 2004.
Additionally we noted that $520,347 of your notes payable is
convertible into shares of common stock at a conversion price of
$0.10.  Please tell us why you did not record a beneficial
conversion
feature for these notes.  Refer to EITF 98-5.

Note 13.  Stock Option Plans, page F-13

18. Please disclose the amount of expense recognized in your
Consolidated Statement of Operations related to options granted
for
services rendered.  Additionally, disclose how you determined the
fair value of the equity instruments issued.

19. Please provide the disclosures required by paragraph 45 of
SFAS
123.

Note 17.  Subsequent Events, page F-16

20. We note that the company issued 500,000 options to consultants
on
November 15, 2004.   We did not see any expense or disclosure in
your
Form 10-QSB for the Three Months Ended December 31, 2004.  Please
tell us and disclose the fair value of the options issued to
consultants and the amount recorded as expense, if any.

FORM 10-Q

Condensed Notes to Interim Consolidated Financial Statements

Note 4. Notes Payable, page 7

21. We note that the company converted $520,347 in convertible
promissory notes into 5,203,470 shares of common stock plus
warrants
to purchase 10,406,940 shares of common stock at an exercise price
of
$0.30 per share.  Please tell us and disclose the fair value of
the
warrants and how the fair value was computed.

FORM 8-K

22. We note you have contracted with Patheon to manufacture
Indaflex
for clinical trials.  Please file this contract as an exhibit in
an
amended Form 8-K, and discuss its material terms in both the
amended
Form 8-K and future periodic filings.

*	*	*

	As appropriate, please amend your Form 10-KSB and Form 8-K in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendments 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
amendments and responses to our comments.

	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.
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 in the filings reviewed by the staff 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 Todd Sherman at (202) 824-5358 or Kevin Woody
at
(202) 942-7332 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 824-5219 or me at (202) 942-1840 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	David M. Pedley and Robert E. Fleu, Esqs.
	Pedley Zielke Gordinier & Pence, PLLC
	2000 Meidinger Tower
	Louisville, Kentucky 40202
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Michael Lee
AlphaRx, Inc.
May 26, 2005
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