SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 03-09
Via Facsimile and U.S. Mail

	May 31, 2005

Mr. Richard P. Burgoon
Chief Executive Officer
Aeolus Pharmaceuticals, Inc.
P. O. Box 14287
79 T. W. Alexander Drive
4401 Research Commons, Suite 200
Research Triangle Park, North Carolina 27709

RE:	Aeolus Pharmaceuticals, Inc.
	Form 10-K for the fiscal year ended September 30, 2004
	Filed December 17, 2004
            File No. 000-50481

Dear Mr. Burgoon:

              We have reviewed your filing and have the following
comments. We have limited our review of the above referenced
filing
to only those issues addressed. In our comments, we ask you to
provide us with supplemental information so that we may better
understand your disclosure. 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.

	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-K for the fiscal year ended September 30, 2004

Financial Statements

Note L. Stock Compensation Plans

1. Please provide us references to the technical literature upon
which you based your accounting for the July 2003 forgiveness of
salaries and related grant of stock options. Demonstrate how the
amount of expense recognized complies with GAAP.

Note P. Agreements

2. We note that you do not disclose the aggregate amount of
milestones that could be paid and the general nature of milestones
that would trigger a payment obligation. Also, you do not discuss
milestones in Liquidity and Capital Resources and do not disclose
milestone payments in your table of contractual obligations or in
a
note to that table explaining their exclusion. Please provide the
analysis that served as the basis for your decision not to include
this disclosure in your 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.
Since the company and its management are in possession of all the
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 filings or
in
response to our comments on your filings.

You may contact Frank Wyman, Staff Accountant at (202) 551-3660 or
Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-3614, if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me at (202) 551-3679.
							Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant
??

??

??

??

Mr. Richard P. Burgoon
Aeolus Pharmaceuticals, Inc.
Page 3

</TEXT>
</DOCUMENT>