SecProbe.io

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Mail Stop 6010							July 18, 2005

Robert L. Bratzler, Ph.D.
Coley Pharmaceutical Group, Inc.
93 Worcester Street, Suite 101
Wellesley, MA 02481

Re:	Coley Pharmaceutical Group, Inc.
	Amendment No. 3 to
	Registration Statement on Form S-1
      Filed July 1, 2005
	File Number 333-124176

Dear Dr. Bratzler:

      We have reviewed your amended 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.

Use of Proceeds, page 28
1. We note your response to comment 4 and reissue the comment.
Please provide the estimated amount, as opposed to the percentage
of
the proceeds, you expect to spend on drug development and clinical
trials for Actilon and the estimated amount you expect to spend on
the discovery and development of new TLR Therapeutics.

Results of Operations, page 40

Quarters Ended March 31, 2005 and 2004, page 40

Research and Development Expenses, page 40
2. Refer to your response to comment 5.  It does not appear that
the
changes made address our comment.  The table on page 40 still does
not provide research and development expenses at the project level
where available.  Please disclose the expenditures by major
research
and development project for the periods in which you actually
tracked
these expenses at that level.  Additionally, to the extent
possible,
please  modify the comparative results of operations table on page
42
for the year ended December 31, 2004 to include a similar
discussion.

*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to 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 file your cover letter on
EDGAR under the form type label CORRESP.  Please understand that
we
may have additional comments after reviewing your amendment and
responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Tabitha Akins at (202) 551-3658 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Daniel Greenspan at (202) 551-3623,
Suzanne
Hayes, Legal Branch Chief, at (202) 551-3675, or me at (202) 551-
3715
with any other questions.

      Sincerely,

      Jeffrey Riedler
      Assistant Director

cc:	Megan N. Gates, Esq.
	William T. Whelan, Esq.
	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, MA 02111

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Robert L. Bratzler, Ph.D.
Coley Pharmaceutical Group, Inc.
July 18, 2005
Page 2 of 3

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