SecProbe.io

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MAIL STOP 03-06
	October 20, 2004

Elias Vamvakas, Chief Executive Officer
OccuLogix, Inc.
5280 Solar Drive, Suite 100
Mississauga, Ontario
Canada L4W 5M8

	RE:	OccuLogix, Inc.
		Registration Statement on Form S-1, Amendment No. 1
		Commission File No. 333-118204
		Filed on October 7, 2004

Dear Mr. Vamvakas:

	We have reviewed your filing 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 on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

General
1. We note your response to prior comment 7.  Please discuss in an
appropriate location in the filing the fact that certain newspaper
reports contain erroneous information regarding the timing of the
introduction of your treatment and that potential investors should
not rely on the reported projections.

Prospectus Summary - Page 1
2. We note that the clinical trial data is from late 2001.  Since the
trial has continued for almost three more years, update this
paragraph to clarify whether subsequent results are consistent with
those described here.  We note you plan to complete enrollment and
submit additional data to the FDA before the end of 2004.  While we
understand that you may not have all the information completed yet,
you should be able to provide some updated disclosure on the results
you have seen to date and explain how they compare to the 2001
clinical trial data.
3. For the patients who improved to meet the 20/40 standard, quantify
how much "worse than legal driving vision" they were at the beginning
of the clinical trial.
4. We note the additional disclosure regarding the agreement with
Rheo Therapeutics, Inc.  Expand the business section to discuss the
material terms of the agreement, and file it as an exhibit.  Confirm
that there is no affiliation between this entity and the registrant
and/or any of its affiliates.
5. We reissue comment 13 since your response was not complete.
Describe the extent of the affiliation of the registrant with TLC
Vision Corporation, including the common directors of the two
companies, the equity ownership of your CEO in TLC Vision, and
others.
6. We note your response to prior comment 17.  Please state here that
your marketing activities have been limited to identifying whom you
will choose to market upon obtaining FDA approval and that you are
not in negotiation with any U.S. health care service providers to
supply your product or to license your treatment.
7. We reissue comment 16.  The benefits you list on page 3 and
elsewhere should be balanced with the disadvantages.  For example, we
note that individuals had to meet certain specific criteria in order
to participate in clinical trials.  The first bullet implies that
everyone with dry AMD is a potential patient.  The second bullet
should make clear that you did not follow patients in the clinical
trial beyond one year.  These are just a few examples-apply the
comment to each bullet.
8. We note your response to comment 21.  Expand to state the number
of patients treated in Canada to date.
9. We note your response to comment 23.  Also disclose their equity
interests in TLC Vision.

The Offering - Page 6
10. In an appropriate location in the filing, explain in reasonable
detail how you determined the number of shares to issue to TLC Vision
for its interest in OccuLogix, L.P., particularly in view of the
related party relationship.  If you obtained an independent
appraisal, describe it and provide it supplementally.

Risk Factors
11. We note your response to comment 25 and reissue the comment.  In
the beginning of this section, please add a risk factor disclosing
that your auditor raised substantial doubt about your ability to
continue as a going concern.  Also, provide your most recent working
capital and shareholder equity figures.

We do not know whether we will be able to increase our revenues -
Page 9
12. Expand the caption to make clear that all revenues since July
2002 have been derived from sales to a related party.

Our suppliers may not have sufficient manufacturing capacity - Page
14
13. Expand this risk factor to disclose that you plan to use $12.5
million to $13.5 million of the net proceeds to stockpile inventory
of components from Asahi, even though you do not intend to market the
product commercially until late 2006, at the earliest.  Also discuss
the related excess inventory risks described on page 47.  Given the
advance notice you have, discuss in the business section why you are
not seeking an alternative supplier when Asahi Medical can no longer
supply the filters you need.

Conflicts of interest - Page 17
14. Disclose the extent to which the named individuals have equity or
other financial interests in TLC Vision.
15. Add a separate risk factor to disclose that the registrant has
entered into a number of related party transactions with suppliers,
creditors, shareholders, and other parties, and briefly describe
them.
16. Add a separate risk factor to disclose the financial impact on
future operations from the stock options you issued in late 2003, and
disclose the number issued to insiders and the option exercise price.
17. Add a separate risk factor to discuss the fact that several of
your directors and management team members have been with the
registrant for only a short time.

Unaudited Pro Forma Condensed Consolidated Financial Data - Page 27
18. Revise the introductory paragraphs to specifically tell investors
that the information provided here is a summary and to refer them to
the detailed information on pages F-51 through F-59.
19. The pro forma financial information tabular presentation is not
complete.  Please revise to complete the information.  This comment
applies also to the detailed pro forma information found on pages F-
51 through F-53.
20. Revise your pro forma information to disclose Pro Forma Loss Per
Share data and the number of basic and diluted shares assumed
outstanding.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Page 29

Results of Operations - Page 31
21. We note the revised disclosure on pages 31 and 32 in response to
prior comment 43.  Please consider moving your discussion of the
significant changes to components of working capital to appear under
the caption Liquidity and Capital Resources to better explain cash
flows from operations.
22. We reissue prior comment 46.  Please break down "general and
administrative expenses" in more detailed items and quantify them in
the six-month and year-end comparisons.
23. At the top of page 31, state how many employees and how many
employees and directors received stock options.
24. Please clarify if the total cost of stock options granted to
employees in 2003 was $3,078,462 or if the amount expensed or
amortized during the first six months of 2004 was $3,078,462.
Discuss the trend of the stock options grants in the future.
25. Respond to comment 47 by identifying the individuals and quantify
the number of shares to each on page 31.
26. Refer to prior comment 48.  Please discuss the level of clinical
and regulatory spending in the future.

Liquidity and Capital Resources - Page 33
27. Refer to prior comment 53.  It is still unclear if your purchase
order placed with Asahi Medical in July 2004 was made as part of the
commitment described in the distribution agreement entered in January
2002.  Please clarify.

Recent Developments - Page 38
28. Revise the recent developments section to include a disclosure of
how the events contemplated in the reorganization would have impacted
your results in fiscal 2003 and the 2004 interim period, had they
occurred at the beginning of these periods.  As much as possible,
highlight the material differences between your historical results
and the pro forma summary provided on page 28.

Business - Page 40

Overview - Page 40
29. We note you received Health Protection Branch approval in Canada
in 2003 and began limited commercialization of your RHEO system that
year.  Please describe what this approval allows you to do in Canada.
Disclose whether you need further government approval or clearance in
order to fully commercialize your product and therapy.
30. Please define CE Mark approval.

Our History and Major Relationships - Page 41
31. Refer to prior comment 55.  We note that you have subsidiaries
other than OccuLogix, LP, such as OccuLogix Holding, Inc., OccuLogix
Management, Inc., and OccuLogix LLC.  Please briefly describe their
business and your affiliation to them.
32. In view of the complexity of your corporate structure over the
years, include charts to explain the relationships and ownership
interests of all the related parties pre-and post reorganization and
after the IPO.  Explain the business purposes for structuring your
organization the way you have in the past.
33. On pages 2 and 4, you state that you have exclusive rights to
commercialize the RHEO System for ophthalmic uses or for use in
treating AMD in North America and the Caribbean.  On page 41,
however, you state that you licensed your rights for RHEO System to
Rheogenx BioSciences Corporation for non-ophthalmic uses.  Please
reconcile how you could license rights for non-ophthalmic uses while
you only possessed rights for ophthalmic uses.  Describe the terms of
the licensing agreement and name stockholder who created Rheogenx
BioSciences.
34. Please disclose that Apheresis Technologies, Inc. was spun off
from you in 2002 and name the persons controlling the company.

Clinical Studies - Page 49
35. We note your response to prior comment 29.  Please describe the
major terms of the agreement with Promedica International, including
the compensation you agreed to pay, and file it as an exhibit.

Reorganization - Page 59
36. In the second paragraph, clarify whether any subsidiary
incorporated to carry on the Canadian business will be wholly owned
by the registrant.

Management - Page 60

Option Grant to Chairman - Page 65
37. State the option exercise price for the options and disclose when
they become exercisable.

Certain Relationships and Related Party Transactions - Page 70
38. Please describe the consulting agreement with Mr. Hans Stock in
the manner required by Item 404 of Regulation S-K.  See F-19.
39. Also discuss New Apheresis Technologies, and identify the
"certain stockholders of the Company who control it" and the amounts
paid to it for the various purposes, as noted on page F-20.
40. We note the disclosure regarding a consultancy and non-
competition agreement described on page F-21.  Supplementally
identify the related party, and discuss here, or explain why you
believe no disclosure is necessary.
41. We note the disclosure on page F-25.  Supplementally advise who
makes up the entity "created with the same investor group as the
Company."  Specifically identify any individuals who are affiliates
of this registrant.  Identify the executive referred in to footnote,
also.  We may have further comments.

Financial Statements of OccuLogix, Inc. - Page F-2

Note 2. Significant Accounting Policies - Page F-8

Revenue Recognition - Page F-8
42. We note your supplemental response to prior comment 93 and the
related revisions.  To provide greater understanding for investors,
please consider revising your disclosure to include the more salient
points of your supplemental response.
43. We see in Note 4 to the Occulogix L.P. financial statements on
page F-49 that the Partnership acquires all of its products from you
at cost pursuant to the sales agreement.  If true, please explain why
your cost of sales would not be the same as your revenues.  Revise
the filings to clearly disclose all components of revenue.
44. Revise the statement of operations to label all revenues earned
from the Partnership as related party on the face of the statement.

Note 5.  Investment in Partnership - Page F-15
45. We note your response to comment 95.  Please revise the second
paragraph on page F-15 to disclose your reasons for using the equity
method to account for your interest in the Partnership.
46. In light of the fact that the Partnership is your primary
customer and RHEO Clinic Inc. is the Partnership`s primary customer,
tell us and revise this note and the Related Party Transactions notes
on pages F-18 and F-49 to disclose the amount of RHEO Clinics
revenues that were earned from sales of the RHEO systems to
independent third parties.  Disclose a similar measure in your
Business and MD&A discussions.

Financial Statements of Occulogix L.P. - Page F-41
47. Revise the statement of operations to separately present and
label all revenues and the related cost of sales earned from the RHEO
Clinic Inc. as related party transactions on the face of the
statement.

Pro Forma Information of OccuLogix, Inc. - Page F-51
48. We recognize your revision in response to prior comment 100.
However, we re-issue our comment.  As requested, please provide an
introductory paragraph to the pro formas that clearly outlines the
information you are presenting, including a clear description of the
transactions and the date at which you assume the transactions occur
for each of the pro forma statements of operations and the pro forma
balance sheet.  These introductory paragraphs should appear just
prior to the presentation of the actual pro forma financial
statements.
49. We are re-issuing prior comment 101.  Please complete the pro
forma adjustments.

Part II

Recent Sales of Unregistered Securities - Page II-1
50. We have reviewed the schedule you provided in response to prior
comment 102, but the information is unclear, especially for the
awards granted in 2004.
a) Please revise to clarify in each instance whether you granted
options or warrants, or issued common stock or preferred stock for
cash, upon the exercise of warrants or options, as consideration for
services or as part of a debt or preferred stock conversion.
b) In addition to providing the exercise price, include the estimated
fair value at grant date and the amount of any compensation expense
or unearned compensation you recorded.
c) For stock or stock based awards granted to non-employees, indicate
whether you recorded the fair value of the services or the fair value
of the equity instrument and, if so, how you determined that value -
e.g., option-pricing model.
d) Tell us when you began holding discussions with your underwriters.
e) We will not conclude our evaluation of your response until you
have included an offering price in the filing.
51. For options granted during the twelve months prior to the date of
the most recent balance sheet, please disclose the following in Note
13 to your financial statements:
a) For each grant date, the number of options granted, the exercise
price, the fair value of your common stock, and the intrinsic value
(if any) per option.
b) Whether the valuation was contemporaneous or retrospective.
c) If the valuation specialist was a related party, please disclose
that fact.
52. Since your valuation was retrospective, we believe that these
disclosures would be helpful to an investor since changes in your
methodologies and assumptions could have a material impact upon your
financial statements.