SecProbe.io

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 April 28, 2025

William Rice
Chief Executive Officer
Aptose Biosciences Inc.
12770 High Bluff Drive, Unit 120
San Diego, CA 92130

 Re: Aptose Biosciences Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 23, 2025
 File No. 001-32001
Dear William Rice:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Daniel M. Miller, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 November 19, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Jimmy McNamara

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

File No. 333-281201

Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Aptose Biosciences Inc. (the “Company”) in
requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”), to become effective as of
5:00 p.m., Eastern Time, on November, 20, 2024, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared
effective.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the
Preliminary Prospectus, dated October 31, 2024, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

Very truly yours,

A.G.P./ALLIANCE GLOBAL PARTNERS

By:

/s/ Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

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 Aptose Biosciences, Inc.

66 Wellington Street West, Suite 5300

TD Bank Tower Box 48

Toronto, Ontario, Canada

November 19, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Jimmy McNamara

 Re: Aptose Biosciences
Inc. – Registration Statement on Form S-1 (File No. 333-281201)

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File
No. 333-281201), as amended (the “Registration Statement”), of Aptose Biosciences Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on
November 20, 2024, or as soon thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP, by calling Dan Miller at (604)
630-5199.

 Very truly yours,

 Aptose Biosciences Inc.

 By:

 /s/ William G. Rice

 Name:

 William G. Rice

 Title:

 Chief Executive Officer

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CORRESP

 DANIEL M. MILLER

 Partner

(604) 630-5199

FAX (604) 687-8504

miller.dan@dorsey.com

 October 30, 2024

 Division of
Corporation Finance

 Office of Life Sciences

 U.S. Securities
and Exchange Commission

 100 F Street N.E.

 Washington, D.C.
20549

 Attention: Jimmy McNamara and Joe McCann 

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

Filed August 2, 2024

File No. 333-281201

Dear Sirs and Mesdames:

 On behalf of our client, Aptose
Biosciences Inc. (the “Company”), and pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, we transmit for your review the Company’s response to the Staff’s letter of
comment, dated August 2, 2024 (the “Comment Letter”), in respect of the above noted filing. The Company’s response below is keyed to the heading and comment number contained in the Comment Letter.

Registration Statement on Form S-1

Cover Page

1.
 Please revise your cover page to disclose the date your best efforts offering will terminate. Refer to Item
501(b)(8)(iii) of Regulation S-K for guidance.

 The requested disclosure has
been provided on the cover page of the prospectus.

 *   *   *

 U.S. Securities and Exchange Commission

October 30, 2024

  Page
 2

 Should you have further comments or require further information, or if any questions should arise in
connection with this submission, please call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com or fax me at (604) 687-8504.

Yours truly,

/s/ Daniel M. Miller

cc:
 William G. Rice

Fletcher Payne

Aptose Biosciences Inc.

August 2, 2024
William G. Rice
Chief Executive Officer
Aptose Biosciences Inc.
Unit 120
12770 High Bluff Drive
San Diego, California 92130
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed August 2, 2024
File No. 333-281201
Dear William G. Rice:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise your cover page to disclose the date your best efforts offering will terminate.
Refer to Item 501(b)(8)(iii) of Regulation S-K for guidance.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 2, 2024
Page 2
            Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dan Miller

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 January 24, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

File No. 333-275870

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter for the above-referenced offering, hereby join in the request of Aptose Biosciences Inc. (the “Company”) for acceleration of the
effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Eastern Time, on January 25, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as underwriter, have complied and will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

NEWBRIDGE SECURITIES CORPORATION

By:

/s/ Chad D. Champion

Name:

Chad D. Champion

Title:

Senior Managing Director

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 Aptose Biosciences, Inc.

251 Consumers Road, Suite 1105

Toronto, Ontario, Canada M2J 4R3

January 24, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Jason Drory

Re:
 Aptose Biosciences Inc. – Registration Statement on Form S-1
(File No. 333-275870)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1 (File No. 333-275870), as amended (the “Registration Statement”), of Aptose Biosciences Inc. We respectfully request
that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on January 25, 2024, or as soon thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that
event with our counsel, Dorsey & Whitney LLP, by calling Dan Miller at (604) 630-5199.

Very truly yours,

Aptose Biosciences Inc.

By:

/s/ William G. Rice

Name:

William G. Rice

Title:

Chief Executive Officer

United States securities and exchange commission logo
December 5, 2023
William Rice
Chief Executive Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed December 4, 2023
File No. 333-275870
Dear William Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dan Miller

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Aptose Biosciences, Inc.

251 Consumers Road, Suite 1105

Toronto, Ontario, Canada M2J 4R3

June 28, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius

Re: Aptose Biosciences, Inc. – Registration
Statement on Form S-1 (File No. 333-272752)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
S-1 (File No. 333-272752), as amended (the “Registration Statement”) of Aptose Biosciences, Inc. We respectfully request that
the Registration Statement become effective as of 5:00 p.m., Eastern Time, on June 30, 2023, or as soon thereafter as is reasonably practicable.
Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP,
by calling Dan Miller at (604) 630-5199.

    Very truly yours,

    Aptose Biosciences, Inc.

    By:
    /s/ William G. Rice

    Name:
    William G. Rice

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 26, 2023
William Rice
Chief Executive Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed June 20, 2023
File No. 333-272752
Dear William Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Miller

United States securities and exchange commission logo
October 19, 2022
Fletcher Payne
Chief Financial Officer
Aptose Biosciences Inc.
251 Consumer Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-3
Filed October 11, 2022
File No. 333-267801
Dear Fletcher Payne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Miller, Esq.

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October 19, 2022

VIA EDGAR

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-7010

USA

  Re:
  Aptose Biosciences Inc.

  Registration Statement on Form S-3

  Filed October 11, 2022

  File No. 333- 267801

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aptose
Biosciences Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”)
accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) to October 21,
2022 at 5:00 p.m. (Eastern) or as soon thereafter as is practicable.

The Company also requests the Commission confirm the effective date and
time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By:
    /s/ Fletcher Payne

    Name:
    Fletcher Payne

    Title
    Senior Vice President & Chief Financial Officer

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    [LETTERHEAD OF APTOSE BIOSCIENCES INC.]

    January 7, 2020

            VIA EDGAR

            Securities and Exchange Commission

            100 F Street N.E.

            Washington, D.C.  20549-7010

            USA

    Re:         Aptose
        Biosciences Inc.

    Registration Statement on Form S-3

    Filed December 27, 2019

    File No. 333-235730

    Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Aptose Biosciences Inc.
      (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) to January 9, 2020 at 4:00 p.m.
      (Eastern) or as soon thereafter as is practicable.

    The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By                      /s/ Gregory K. Chow

            Name:

              Gregory K. Chow

              Title:

                Executive Vice President & Chief Financial Officer

January 6, 2020
Gregory K. Chow
Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-3
Filed December 27, 2019
File No. 333-235730
Dear Mr. Chow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel M. Miller, Esq.

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April 23, 2019

    Via EDGAR

        Securities and Exchange Commission

        100 F Street N.E.

        Washington, D.C. 20549-7010

        USA

Re:  Aptose Biosciences Inc.

Registration Statement on Form S-3

Filed March 12, 2019, as amended

File No. 333-230218

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended
(the “Securities Act”), Aptose Biosciences Inc. (the “Company”) hereby respectfully requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
(the “Registration Statement”) to April 25, 2019 at 4:00 p.m. (Eastern) or as soon thereafter as is practicable.

The Company also requests the Commission confirm the effective date
and time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By

    /s/ Gregory K. Chow

    Name:
    Gregory K. Chow

    Title:
    Senior Vice President & Chief

 Financial
Officer

April 12, 2019
Gregory Chow
Senior Vice President and Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-32001
Dear Mr. Chow:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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        Daniel M. Miller

        Partner

        (604) 630-5199

        FAX (604) 687-8504

        miller.dan@dorsey.com

April 9, 2019

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street N.E.

Washington, D.C. 20549

USA

    Attention:
    Jim B. Rosenberg, Senior Assistant Chief

Accountant, Office of Healthcare and

Insurance

    Re:
    Aptose Biosciences Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 12, 2019

File No.
001-32001

Dear Sirs and Mesdames:

On behalf of our client, Aptose Biosciences Inc. (the “Company”), and pursuant
to the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, we transmit
for your review the Company’s response, as we have been informed by the Company, to the Staff’s letter of comment,
dated April 3, 2019 (the “Comment Letter”), in respect of the above noted filing. The Company’s response below
is keyed to the heading and comment number contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2018

Item 9A. Controls and Procedures, page 44

 1. Please revise to include the disclosures required by Item 307 of Regulation S-K. Please also tell us how the omission of
these required disclosures impacts your conclusion with respect to the effectiveness of disclosure controls and procedures as of
December 31, 2018.

The Company proposes to include the following disclosure in an amendment to
the Form 10-K:.

“As of the end of our fiscal year ended December 31, 2018, an evaluation
of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the United States Securities Exchange Act of 1934) was carried out by our management, with the participation of our principal
executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial
officer have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated
and communicated to our management, including our principal executive officer and principal financial officers, to allow timely
decisions regarding required disclosure.

U.S. Securities and Exchange Commission

April 9, 2019

Page 2

It should be noted that while our principal executive officer and principal financial
officer believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they
do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors
or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.”

The Company respectfully advises the Staff that the omission of the above disclosure
does not affect the Company’s management’s conclusion with respect to the effectiveness of the Company’s disclosure
controls and procedures as of December 31, 2018, as the Company has determined that the omission of such disclosure was not related
to the failure of any controls but was rather the result of the inadvertent deletion of the disclosure from a near-final version
of the Form 10-K.

As of January 1, 2019, the Company became a “domestic issuer” for
purposes of its reporting under the Securities Exchange Act of 1934. As a result, the Company was required for the first time to
prepare its annual report on Form 10-K. The omitted disclosure regarding disclosure controls and procedures was included in most
drafts of the Form 10-K. However, in the course of making the edits necessary to finalize the Form 10-K, the above disclosure was
accidentally deleted while the related disclosure about internal control over financial reporting was being revised.

The Company also respectfully notes that it has always previously included
the required disclosure about disclosure controls and procedures in its annual reports filed with the Commission, thus further
demonstrating the Company’s belief that the failure to include such disclosure in the current Form 10-K was the result of an unfortunate accident
rather than a failure in the effectiveness of its disclosure controls and procedures.

U.S. Securities and Exchange Commission

April 9, 2019

Page 3

*      *
      *

Should you have further comments or require further information, or if any questions
should arise in connection with this submission, please call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com
or fax me at (604) 687-8504.

    Yours truly,

                           /s/ Daniel M. Miller

                           Daniel M. Miller

    cc:
    Gregory Chow

    Aptose Biosciences Inc.

April 3, 2019
Gregory Chow
Senior Vice President and Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-32001
Dear Mr. Chow:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 9A. Controls and Procedures, page 44
1.Please revise to include the disclosures required by Item 307 of Regulation S-K.  Please
also tell us how the omission of these required disclosures impacts your conclusion with
respect to the effectiveness of disclosure controls and procedures as of December 31,
2018.

 FirstName LastNameGregory Chow
 Comapany NameAptose Biosciences Inc.
 April 3, 2019 Page 2
 FirstName LastName
Gregory Chow
Aptose Biosciences Inc.
April 3, 2019
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202) 551-
3426 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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 December 19, 2017

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
Aptose Biosciences Inc. (the “Company”)

 Registration Statement on Form F-1 (File No. 333-221783)

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned respectfully
requests that the effective date of the above-referenced registration statement be accelerated so that the same will become effective on December 21, 2017 at 5 PM EST, or soon thereafter as is practicable.

Very truly yours,

Aptose Biosciences Inc.

By:

/s/ William G. Rice

 Name:

 Title:

 William G. Rice, Ph.D.

Chairman, President and Chief Executive Officer

 cc: Daniel M. Miller (Dorsey & Whitney LLP)

December 6, 2017
William G. Rice
Chief Executive Officer
Aptose Biosciences Inc.
5955 Airport Road, Suite 228
Mississauga, Ontario L4V 1R9
Canada
Aptose Biosciences Inc.
Registration Statement on Form F-1
Filed November 28, 2017
File No. 333-221783Re:
Dear Dr. Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Daniel M. Miller, Esq.

February 19, 2013

Via E -mail
Elizabeth Williams
Director of Finance
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario M9W 4Z7
Canada

Re: Lorus Therapeutics Inc.
 Form 20-F
Filed September 28, 2012
File No. 001 -32001

Dear Ms. Williams :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. R iedler
Assistant Director

cc: Via E -mail
 Dan Miller
 Dorsey & Whitney LLP

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    lorus_corresp-02132013.htm

DANIEL D. NAUTH

(416) 367-7377

FAX (416) 367-7371

nauth.daniel@dorsey.com

February 11, 2013

Jennifer Riegel, Special Counsel

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Responses to the Securities and Exchange Commission

Staff Comments dated January 29, 2013, regarding

Lorus Therapeutics Inc., Form 20-F

Filed September 28, 2012

File No. 001-32001

Dear Ms. Riegel:

On behalf of our client Lorus Therapeutics Inc. (the “Company”), we are transmitting for your review the Company’s response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the January 29, 2013 letter (the “Comment Letter”) regarding the above-referenced annual report on Form 20-F (the “Annual Report”).  For your convenience, the Staff’s comment is included below and we have numbered our response accordingly.

To facilitate the Staff’s review, we have included in this letter the caption and numbered comment from the Comment Letter in bold text and have provided the Company’s response immediately following the numbered comment.

Our response is as follows:

Item 4.B Business Overview, page 18

License Agreement, page 21

Staff Comment:

1.

Please provide proposed draft disclosure for inclusion in future filings that expands your disclosure with respect to your license agreement with Genentech to disclose the amounts paid to date, aggregate potential milestone payments and a percentage point range (not to exceed ten percentage points) within which the applicable royalty rate falls.  Please also disclose the term of the agreement and any termination provisions.

February 11, 2013

Page 2

Lorus Therapeutics Inc.’s Response:

The Company intends to include disclosure in future filings in substantially the form presented below:

The Company holds a non-exclusive license from Genentech to certain patent rights to develop and sub-license a certain polypeptide.  In consideration of the license the Company paid an upfront amount and could be required to pay additional milestones and royalties on sales. The initial amount paid upfront was a one time non-creditable, non-refundable fee which was immaterial to the Company. The aggregate milestone payments under the agreement total $2,325,000.  Additionally, the Company is obligated to make royalty payments after the first commercial sale of the polypeptide within a range of 1% - 5% on a country by country basis on an aggregate worldwide scale of net sales.    The Company does not expect to make any milestone or royalty payments under this agreement in fiscal years ended May 31, 2013 or 2014, and cannot reasonably predict when such royalties will become payable, if at all.  The agreement will terminate upon the expiration of the last patent, which is expected to be in 2020.  The agreement may be terminated (i) by the Company for any reason upon  60 days prior written notice to Genentech or (ii) by Genentech for any material breach of the agreement by the Company, provided that the Company has the option to cure such breach within 30 days following written notice by Genentech.

* * * * *

Lorus Therapeutics Inc. hereby acknowledges that:

●

Lorus Therapeutics Inc. is responsible for the adequacy and accuracy of the disclosure in the filing.

●

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.

●

As always, should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416) 367-7377.  You also may email me at nauth.daniel@dorsey.com or fax me at (416) 367-7371.

Yours truly,

/s/ Daniel D. Nauth

Daniel D. Nauth

cc:           Elizabeth Williams, Director of Finance – Lorus Therapeutics Inc.

January 29, 2013

Via E -mail
Elizabeth Williams
Director of Finance
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario M9W 4Z7
Canada

Re: Lorus Therapeutics Inc.
 Form 20-F
Filed September 28, 2012
File No. 001 -32001

Dear Ms. Williams :

We have reviewed your filing an d have the following comment.

Please respond to this let ter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment applies  to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to our comment, we may have
additional comments.

Item 4.B Business Overview, page 18
License Agreements, page 21

1. Please provide proposed draft disclosure for inclusion in future filings that expands
your disclosure with respect to your license agr eement with Genentech to disclose the
amounts paid to date, aggregate potential milestone payments and a percentage point
range (not to exceed ten percentage points) within which the applicable royalty rate
falls.  Please also disclose the term of the agre ement and any termination provisions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Excha nge Act rules 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.

Eliza beth Williams
Lorus Therapeutics Inc.
January 29, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on 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.

Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873, Jennifer Riegel, Special
Counsel, at (202) 551 -3575 or me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. R iedler
Assistant Director

cc: Via E -mail
 Dan Miller
 Dorsey & Whitney LLP

Via Facsimile and U.S. Mail
Mail Stop 4720

         March 22, 2010

Elizabeth Williams
Director of Finance and Ac ting Chief Financial Officer
Lorus Therapeutics Inc. 2 Meridian Road
Toronto, Ontario, Canada
M9W 4Z7

Re: Lorus Therapeutics Inc.
Form 20-F for the Fiscal Year Ended May 31, 2009
Filed November 30, 2009
 File Number:  001-32001

Dear Ms. Williams:

  We have completed our review of your Form 20-F and have no further comments
at this time.            S i n c e r e l y ,
Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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Committed to Quality for Life

March 18, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Comment Letter, dated February 18, 2010 related to

Form 20-F for fiscal year ended May 31, 2009

File No. 001-32001

Dear Sirs/Mesdames:

Pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, we enclose our  responses to the Staff’s letter of comments, dated February 18, 2010 (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s (the “Company”)
Form 20-F for the fiscal year ended May 31, 2009 originally filed on November 30, 2009 (“Form 20-F”). Responses are keyed to the headings and comment numbers contained in the Comment Letter.

Comment 1

Item 18. Financial Statements

1.

Basis of Presentation

(b)

Reorganization, page F-8

1.

Please tell us why the continuity of interest method is appropriate for U.S. GAAP given that $8.5 million of cash was exchanged in the transaction.  Also please tell us why it was appropriate under U.S. GAAP to record a $6.3 million gain in the reorganization.  Refer also to your disclosure in “Gain on sale of shares” and “Plan of Arrangement and corporate
reorganization on pages 45 and 46.

Our response to the above question is provided in Appendix 1 to this letter.

In reference to the comments provided by the Commission, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments 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.

Please contact Mark Preston, Acting Controller, or the undersigned if you have any questions about the contents of this letter.

Yours truly,

/s/ Aiping Young

Aiping Young

President & CEO

Enclosure

cc:

Elizabeth Williams, Lorus Therapeutics Inc.

Daniel M. Miller, Dorsey & Whitney LLP

Anin Basu, KPMG LLP

Lorus Therapeutics Inc. 2 Meridian Road, Toronto, ON Canada M9W 4Z7 T. 416.798.1200 F. 416.798.2200 www.lorusthera.com

Committed to Quality for Life

APPENDIX 1

The purpose of the Arrangement completed by the Company in July 2007 was to transfer certain income tax attributes the Company had to an unrelated third party for cash proceeds of $8.5 million.  This transaction was achieved in two key steps: (A) Internal reorganization, resulting in the formation of
New Lorus (as described below), which became the parent company carrying on the business previously carried on by Old Lorus (as described below), and (B) sale of the shares of Old Lorus to an unrelated third party in an arm’s length transaction.

A: Internal reorganization resulting in the formation of New Lorus and continuation of the business and operations of Old Lorus

On July 10, 2007 (the “Arrangement Date”), the Company (or “New Lorus”) and Old Lorus (Lorus Therapeutics Inc. prior to the Arrangement Date) completed a plan of arrangement.  As part of the Arrangement, all of the assets and liabilities of Old Lorus (including all of the shares
of its subsidiaries held by it), with the exception of certain future tax assets were transferred, from Old Lorus to New Lorus.  Security holders in Old Lorus, which included shareholders, option holders, and the holder of the secured convertible debentures, exchanged their securities in Old Lorus for identical securities in New Lorus.  New Lorus at that time obtained substitutional listings of its common shares on both the Toronto Stock Exchange and the American Stock Exchange.  As
a result of these steps, Old Lorus became a wholly owned subsidiary of New Lorus, and all of the shares of New Lorus were held by the former shareholders of Old Lorus in the same numbers and proportions as they had held shares of Old Lorus.

As part of the Arrangement, New Lorus changed its name to Lorus Therapeutics Inc. and continued as a biopharmaceutical company, specializing in the research and development of pharmaceutical products and technologies for the management of cancer as a continuation of the business of Old Lorus.

New Lorus believes that continuity of interest or “carryover basis” accounting is appropriate based on the following:

1.

The transaction of transferring substantially all of the assets and liabilities of Old Lorus to New Lorus was between two companies under common control of the same shareholders.

2.

As a result of the Arrangement, there was no ultimate change in ownership of New Lorus before and after the Arrangement Date.  All shareholders of Old Lorus continued as shareholders of New Lorus in the same ownership percentages.  All holders of options exchangeable into shares of Old Lorus were issued the options with the same terms exchangeable into the same number of New Lorus shares

3.

The management team of Old Lorus continued as the management of New Lorus and the Board of Directors immediately preceding the Arrangement Date continued as the Board of directors of New Lorus.

4.

The Company continued to be listed, through a substitutional listing, on the Toronto Stock Exchange and the American Stock Exchange, with no change in the rights of entitlement of any of those shareholders who held shares in Old Lorus at the time of the exchange into shares of New Lorus.

In accordance with paragraph D 12 of SFAS 141, “Business Combinations”, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially recognize the assets and liabilities transferred
at their carrying amounts in the accounts of the transferring entity at the date of transfer.  The procedural guidance in paragraphs D 15 through D 17 also provide guidance that the financial statements of the entity receiving the net assets (New Lorus) should report the operations for the period in which the transaction occurs as though the transfer of net assets had occurred at the beginning of the period.

Therefore, as the business, management and operations of New Lorus was fundamentally unchanged and the rights and entitlement of the  shareholders and holder of the secured convertible debentures at the time were unchanged, New Lorus believes that the accounting for the financial statements of New Lorus
on a continuity of interest or on a carryover basis was appropriate as it  results in the most accurate depiction of the substance of the transaction for shareholders and other users of the financial statements  of New Lorus.

B: Sale of shares of Old Lorus by New Lorus to an unrelated third party for cash proceeds of $8.5 million

Under the steps of the Arrangement, the following transactions occurred that specifically related to the sale of shares of Old Lorus:

1.

At November 1, 2006, the Old Lorus established a wholly owned subsidiary, 6650309 Canada Inc. (New Lorus);

2.

At the Arrangement Date, Old Lorus was reorganized and the shareholders of Old Lorus exchanged their shares of Old Lorus for shares of New Lorus and  shares of the reorganized Old Lorus (which was now a shell company, with only certain future tax assets that had a full valuation allowance).

3.

New Lorus then sold all of its shares in Old Lorus to a third party in exchange for gross proceeds of $8.5 million in an arm’s length transaction.  Following the sale transaction, Old Lorus and New Lorus were not related or affiliated, and New Lorus had no further continuing interest in Old Lorus.

Therefore, on the sale of shares of Old Lorus by New Lorus to the third party, the Company recognized a gain of $6.3 million representing gross proceeds of $8.5 million, less costs of the transactions ($1.6 million) and an amount held in escrow ($0.6 million released in July 2008) aggregating to approximately $2.2
million.  As this transaction was between the Company and a third party for an agreed upon amount of cash, resulting in the disposition of the shares of the subsidiary (Old Lorus) which had certain income tax attributes, the gain arising from this transaction was recorded as a non-operating income, in a separate line in the statement of operations of New Lorus in the year ended May 31, 2008.

Lorus Therapeutics Inc. 2 Meridian Road, Toronto, ON Canada M9W 4Z7 T. 416.798.1200 F. 416.798.2200 www.lorusthera.com

CORRESP
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February 26, 2010

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.

20549

Filed: EDGAR/CORRESP

Dear Sirs and Mesdames,

Re:              Comment Letter, dated February 18, 2010 related to Form
20-F for fiscal year ended May 31, 2009 (the “Comment Letter”) File No. 001-32001

Lorus Therapeutics Inc. hereby notifies the Securities and Exchange Commission that it currently expects to provide responses to the comments contained in the Comment Letter on or before March 19, 2010.

Sincerely,

/s/ Mark Preston

Mark Preston,

Acting Controller

Via Facsimile and U.S. Mail
Mail Stop 4720

         February 18, 2010

Elizabeth Williams
Director of Finance and Ac ting Chief Financial Officer
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario, Canada
M9W 4Z7

Re: Lorus Therapeutics Inc.
Form 20-F for the Fiscal Year Ended May 31, 2009
Filed November 30, 2009
 File Number:  001-32001

Dear Ms. Williams:

We have reviewed your filing and have the following comment.  We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document.  In our comment, we ask you to
provide us with information to better understa nd your disclosures.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.

 Please understand that the purpose of our re view 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  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 18.  Financial Statements
1.  Basis of Presentation
(b) Reorganization, page F-8
1. Please tell us why the continuity of inte rest method is appropriate for U.S. GAAP
given that $8.5 million of cash was exchange d in the transaction.  Also, please tell
us why it was appropriate under U.S. GAA P to record a $6.3 million gain in the
reorganization.  Refer also to your disclo sure in “Gain on sale of shares” and
“Plan of Arrangement and corporat e reorganization” on pages 45 and 46.

Elizabeth Williams
Lorus Therapeutics Inc.
February 18, 2010
Page 2
* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comment.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if you have any questions regarding this
comment.  In this regard, do not hesi tate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Mail Stop 6010 Via Facsimile and U.S. Mail                                                                                                  January 4, 2008

Ms. Aiping H. Young President and Chief Executive Officer Lorus Therapeutics, Inc.  2 Meridian Road Toronto, Ontario, Canada M9W 4Z7
Re:      Lorus Therapeutics, Inc.
Form 20-F for fiscal year ended May 31, 2006
            File No. 001-32001
Dear Ms. Young:

We have completed our review of your Form 20-F and have no further comments
at this time.
       S i n c e r e l y ,
   Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
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      November
        28, 2007

      Securities
        and Exchange Commission

      100F
        Street, NE

      Washington,
        DC 20549

      Attention:
        Frank Wyman

      Dear
        Sirs and Mesdames,

      Re:
        Comment Letter, dated March 30, 2007 related to

      Form
        20-F for fiscal year ended May 31, 2006

      File
        No. 001-32001

      Pursuant
        to the Securities Exchange Act of 1934, as amended, and the rules and
        regulations thereunder, we enclose our proposed response to the remaining
        comment outstanding from the Staff’s letter of comments, dated March 30, 2007
        (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for
        the fiscal year ended May 31, 2006 originally filed on November 18, 2006
        (the
“Form 20-F”).  Lorus’ response to the remaining comment is included
        below, under the text of such comment.

      Comment
        7:

      Item
        17. Financial Statements

      Report
        of Independent Registered Public Accounting Firm, page
        F-2

      KPMG
        LLP states in their report that “we did not audit the consolidated financial
        statements of loss and deficit and cash flows for the period from inception
        on
        September 6, 1986 to May 31, 2006 in accordance with the standards of the
        Public
        Company Accounting Oversight Board (United States).”  Please note that
        an auditor’s association with the cumulative data is required on an annual basis
        as long as the registrant is in the development stage.  Please amend
        your filing to include a report from KPMG that states they have audited the
        consolidated financial statements of loss and deficit and cash flows for
        the
        period from inception on September 6, 1986 to May 31, 2006 in accordance
        with
        the standards of the Public Company Accounting Oversight
        Board.

      Further
        to discussions held by representatives of Lorus with a member of the Staff,
        Lorus confirms the following:

                1.

                Lorus
                  is unable to obtain the consent of its former auditors for the
                  use of
                  their auditors’ reports up to and including the 1994 year-end, which
                  affects the “cumulative amounts from inception” column in Lorus’ statement
                  of operations and Lorus’ reported cash flows in its consolidated financial
                  statements for the year ended May 31, 2007.  Furthermore, Lorus
                  is unable to label the “cumulative amounts from inception” column in the
                  financial statements as being “Unaudited”, as these amounts have been
                  audited in accordance with Canadian GAAS, as specifically stated
                  in the
                  independent auditors report to the shareholders, which report together
                  with the financial statements have been filed with the Ontario
                  Securities
                  Commission and were released to the shareholders in August
                  2007.

                2.

                Notwithstanding
                  the foregoing, Lorus’ auditors have informed Lorus that they do not expect
                  to make reference to the auditors’ report of Lorus’ former auditors in
                  connection with the audit of Lorus’ financial statements for the year
                  ending May 31, 2008 and later
                  periods.

                3.

                As
                  a result, given these unusual circumstances, it is Lorus’ understanding
                  that the Staff will not require the requested amendments to the
                  Form 20-F
                  with respect to KPMG’s independent auditors’ report to be made for the
                  purposes of the filing of the Form 20-F and other filings required
                  to be
                  made by Lorus pursuant to the Securities Exchange Act of 1934,
                  as
                  amended.

                4.

                Lorus
                  does not currently intend to make a registered offering of its
                  securities
                  under the Securities Act of 1933, as amended, but should Lorus
                  determine
                  to make such an offering that would require reference to the Lorus’
                  audited financial statements for the year ended May 31, 2007, Lorus
                  will,
                  prior to making such offering, discuss the offering with the
                  Staff.

      Change
        to the Independent Auditor’s report:

                1.

                Lorus
                  confirms that the sentence in the second paragraph of the auditor’s report
                  appearing in the Form 20-F for the year ended May 31, 2006 that
                  starts
                  with: “Those standards require that we plan…” will be amended in future
                  filings to specifically make reference to the
                  standards of the PCAOB and Canadian generally accepted auditing
                  standards.

      Please
        contact Mark Preston, Acting Controller if you have any questions regarding
        the
        content of this letter.

      Yours
        truly,

      /s/
        Mark Preston

      _____________________

      Mark
        Preston

      Acting
        Controller

      Cc:
Aiping
        Young, Lorus
        Therapeutics Inc.

      Elizabeth
        Williams, Lorus Therapeutics
        Inc.

      Dan
        Miller, Dorsey &
Whitney

CORRESP
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LORUS THERAPEUTICS INC.

2 MERIDIAN ROAD

TORONTO, ONTARIO

M9W 4Z7

June 13, 2007

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Frank Wyman

            Re:

            Comment Letter, dated March 30, 2007 related to

Form 20-F for fiscal year ended May 31, 2006

File No. 001-32001

Dear Sirs/Mesdames:

Pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, we enclose our proposed responses  to the Staff’s letter of comments, dated March 30, 2007 (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for the fiscal year ended May 31, 2006 originally filed on November 18, 2006 (“Form 20-F”). Responses are keyed to the headings and comment numbers contained in the Comment Letter.   .Where a comment would require an amendment to the Form 20-F, the proposed amendments are provided in Appendix A and are indicated by bold and underlined text..

.

Comment 1:

Form 20-F for fiscal year ended May 31, 2006

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Financial Condition and Results of Operations

A. Operating Results

Critical Accounting Policies, page 32

You have identified drug development costs, stock based compensation, valuation allowance for future tax assets and valuation of long lived assets as critical accounting policies but appear to have omitted any further discussion of the associated uncertainties in applying these critical accounting policies and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.  Please disclose the expected uncertainties in applying your critical accounting policies, the effect that changes in such estimates have had on your operating results and financial position for each period presented and the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on your financial position.  Refer to Section V of Financial Reporting Release No. 72 issued on December 29, 2003.
Please include a discussion of any differences between Canadian and U.S. GAAP regarding your critical accounting policies or estimates that are necessary for an understanding of the financial statements as a whole.  Please refer to SAE Topic 1:D.1.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 1 of the Appendix A.

Comment 2:

Operating Results

Research and Development page 34

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.scc.gov/divisions/corpfin/cfcrg032001.;htm#secviii.

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

            a.

            The costs incurred during each period presented and to date on the project;

            b.

            The nature timing and estimated costs of the efforts necessary to complete the project;

            c.

            The anticipated completion date for the project;

            d.

            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,

            e.

            The period in which material net cash inflows from the project are expected to commence.

Regarding a., if you do not maintain any research and development costs by project disclose that fact and explain why management does not maintain and evaluate research and development costs by project.  Provide other quantitative or qualitative disclosure that indicates the amount of the company’s resources being used on the project.

Regarding b. and c. disclose the amount or range of estimated costs and timing to complete the phase in process and each future phase.  To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you from making a reasonable estimate.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 2 of the Appendix A.

Comment 3:

You refer to NuChem Analog milestone obligations to be paid to Ion Pharmaceuticals and Cyclacel and royalties to be paid to the University of Manitoba and the University of Toronto.  Please disclose the following information related to these arrangements:

            a.

            Describe how your patents are used in the clinical development and commercialization activities for your lead product candidates.  In particular, describe how NuChem Analogs impact the clinical development of Virulizin and GTI-2040.

            b.

            Describe and quantify the “certain milestones” expected to be achieved in 2007 and 2008.

            c.

            Describe and quantify the terms governing royalty payments to these parties.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 3 of the Appendix A.

Comment 4:

Please disclose the process for developing intellectual property under your collaborations with NCI, University of Toronto and Sumitomo and Koken, the specific rights to the resulting intellectual property to be held by you and the terms expected to govern each related license.  Quantify the amount and timing of royalties expected to be received under these agreements.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 4 of the Appendix A.

Comment 5:

F. Tabular disclosure of contractual obligations, page 41

Your table of contractual obligations omits estimated funding obligations related to your license agreements and collaborations.  Please revise the table to include these obligations or explain to us why it is unnecessary.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 5 of the Appendix A.

Comment 6:

Item 11. Qualitative and quantitative Disclosures about Market Risk

Your disclosures in Notes 13 and 15 to the consolidated financial statements do not appear to provide the disclosures about market risk required by Item 11 to Form 20-F.  Pleas disclose the information required by Item 11 in this section of the filing.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 6 of the Appendix A.

Comment 7:

Item 17. Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

KPMG LLP states in their report that “we did not audit the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 6, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States).”  Please note that an auditor’s association with the cumulative data is required on an annual basis as long as the registrant is in the development stage.  Please amend your filing to include a report from KPMG that states they have audited the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 6, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board.

The Corporation’s Auditors, KPMG LLP have advised that it, respectfully, can not comply with the above comments for the following reasons:

Prior to the filing of its fiscal 2006 annual report, Lorus was eligible to file its annual report on Form 40-F under the Multi-jurisdictional Disclosure System (“MJDS”) with the SEC.  As permitted under the MJDS, KPMG's

audits for the periods prior to May 31, 2006 were conducted only in accordance with Canadian generally accepted auditing standards (“Canadian GAAS).

In July 2006, the Company determined that it no longer met the criteria to file as a MJDS foreign private issuer on Form 40-F and therefore would prepare its 2006 annual report on Form 20-F.  Form 20-F requires that audits of registrants be conducted in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) effective with the release of PCAOB Standard No. 1 in May 2004 and prior to that, generally accepted auditing standards of the United States (“US GAAS”) (effective in 2000).

For Canadian regulatory purposes, KPMG LLP issued its auditors’ report prepared in accordance with Canadian GAAS, dated August 9, 2006, on the consolidated financial statements as at May 31, 2006 and 2005 and for each of the years in the three-year period ended May 31, 2006 and for the cumulative period from September 5, 1986 to May 31, 2006.   The period from inception on September 5, 1986 to May 31, 1994 was audited and reported on by other auditors.

For SEC reporting purposes, KPMG LLP has issued its report of independent registered public accounting firm prepared in accordance with the standards of the PCAOB, dated November 17, 2006, for each of the years in the three-year period ended May 31, 2006.  For the cumulative period from June 1, 1994 to May 31, 2006, KPMG did not conduct its audit in accordance with US GAAS and/or the standards of the PCAOB and therefore KPMG’s audit opinion could not assert compliance with US GAAS and the standards of the PCAOB for the cumulative period from June 1, 1994 to May 31, 2006.   The period from inception on September 5, 1986 to May 31, 1994 was audited and reported on by other auditors.

KPMG LLP is unable to report on the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 5, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States) for the following reasons:

            1.

            KPMG LLP was appointed auditors for the year ended May 31, 1995.  At this time, KPMG does not have access to the predecessor auditors’ work papers for the period prior to the date they were appointed auditors in order to determine whether the audits conducted by the predecessor auditor included sufficient and appropriate audit procedures to assert compliance with the standards of the PCAOB.

            2.

            KPMG considered the differences between Canadian and United States auditing standards for the period from inception to May 31, 2004 as set out in an internal firm publication (prepared in 2000) and concluded that they could not be assured that all of the additional procedures as required by US GAAS and/or the standards of the PCAOB had been considered and evaluated as part of the Canadian GAAS audit of that time period.

Prior to June 1, 2004, additional procedures and documentation were required to be performed regarding fraud considerations (AU 316, Consideration of Fraud in a Financial Statement Audit), compliance with laws and regulations (AU 317, Illegal Acts by Clients) and communication with the Audit Committee, among other things as compared with Canadian GAAS at the time.  The auditor was required to make specific inquiries of management at the time regarding their policies relative to the prevention of illegal acts and compliance with laws and regulations.

For example, for the period prior to June 1, 2004, additional procedures and documentation were required to be performed regarding fraud considerations (AU 316, Consideration of Fraud in a Financial Statement Audit – SAS 82) for an audit conducted in accordance with US GAAS. In particular, SAS 82 required that the auditor inquire of management in order to determine:

            a)

            management's understanding regarding the risk of fraud in the entity

            b)

            whether management has knowledge of fraud that has been perpetrated on or within the entity.

            c)

            whether there are particular subsidiary locations, business segments, types of transactions, account balances, or financial statement categories where fraud risk factors exist or may be more likely to exist

            d)

            how management may be addressing such risks.

            e)

            whether the Company’s programs to prevent, deter, and detect fraud has identified any fraud risk factor.

In addition, for the period prior to June 1, 2004, additional procedures and documentation was required to be performed regarding compliance with laws and regulations (AU 317, Illegal Acts by Clients).  In particular, AU 317 required that the auditor inquire of management in order to determine:

            a)

            the Company’s policies relative to the prevention of illegal acts.

            b)

            the use of directives issued by the Company and periodic representations obtained by the Company from appropriate levels of authority within the organization concerning compliance with laws and regulations.

Lastly, for the period prior to June 1, 2004, additional procedures and documentation was required to be performed regarding communication with the Audit Committee (AU 380, Communication with Audit Committees).  In particular, AU 380 required that the auditor:

            a)

            document communication with the Audit Committee by appropriate memoranda or notations in the working papers

            b)

            inform the Audit Committee about adjustments arising from the audit that could, in the auditor’s judgment, either individually or in the aggregate, have a significant effect on the Company’s financial reporting process, whether or not recorded by the Company.

            3.

            Statement on Auditing Standards No. 96, Audit Documentation and PCAOB Standard No. 3, Audit Documentation both require that the auditor document procedures performed, audit evidence obtained, and conclusions reached with respect to financial statement assertions.  KPMG could not be assured that the documentation of audit work performed by all personnel who participated in the engagement (including the work of specialists) related to the cumulative results of operations would be sufficient to meet the US GAAS standards and specifically those of PCAOB Standard No. 3, paragraph 6.  KPMG could not be certain that an experienced auditor with a reasonable understanding of the industry and having no previous connection with the engagement would be able to conclude that the work performed was completed and identify the
person who reviewed the work and the date of the review.

In 2000, annual reports filed on Form 20-F with respect to fiscal years ended on or after September 30, 2000 were required to include an auditors’ report that stated that the audit has been conducted in accordance with US GAAS.  Previously, the SEC staff had accepted auditors’ reports that referred to the audit as having been conducted in accordance with local generally accepted auditing standards provided that an assertion is made that those auditing standards are substantially consistent with US GAAS.

It is KPMG’s understanding that at the November 1, 2000 meeting of the AICPA International Practices Task Force, the Task Force agreed (and KPMG understands that the SEC staff did not object) that, except in two limited transitional situations, described below, the auditor’s report should refer to the audit having been conducted in accordan

CORRESP
1
filename1.htm

      Correspondence with the SEC

    May
      23, 2007

    Securities
      and Exchange Commission

    100
      F Street, NE

    Washington,
      D.C.

    20549

    Filed:
      EDGAR/CORRESP

    Dear
      Sirs and Mesdames,

    Re:     Comment
      Letter, dated March 30, 2007 related to

    Form
      20-F for fiscal year ended May 31, 2006 (the “Comment Letter”) File No.
      001-32001

    Lorus
      Therapeutics Inc. hereby notifies the Securities and Exchange Commission that
      it
      currently expects to provide responses to the comments contained in the Comment
      Letter on or before June 15, 2007.

    Sincerely,

    /s/
      Mark Preston

    Mark
      Preston,

    Acting
      Controller

              LORUS
                THERAPEUTICS INC.

              2
                Meridian Road

              Toronto,
                Ontario

              M9W
                4Z7

              T:
                416.798.1200

              F:
                416.798.2200

              www.lorusthera.com

              info@lorusthera.com

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                March 30, 2007

Ms. Aiping H. Young
President and Chief Executive Officer
Lorus Therapeutics, Inc.
2 Meridian Road
Toronto, Ontario, Canada M9W 4Z7

Re:      Lorus Therapeutics, Inc.
Form 20-F for fiscal year ended May 31, 2006
            File No. 001-32001

Dear Ms. Young:

We have reviewed your filing and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your  documents. 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 deta iled as necessary in your e xplanation. In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for fiscal year ended May 31, 2006

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

A. Operating Results

Critical Accounting Policies, page 32

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 2
1. You have identified drug development cost s, stock based compensation, valuation
allowance for future tax assets and valu ation of long lived assets as critical
accounting policies but appear to have omitted any further discussion of the
associated uncertainties in applying these critical  accounting policies and the
likelihood that materially different am ounts would be reported under different
conditions or using different assumptions.    Please disclose the expected uncertainties in applying your critical accounting policies, the effect that changes in such estimates have had on your opera ting results and financial position for
each period presented and the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on your financial position.  Refer to Secti on V of Financial Reporting Release No. 72
issued on December 29, 2003.  Please include a discussion of any differences between Canadian and U.S. GAAP regardi ng your critical acc ounting policies or
estimates that are necessary for an unders tanding of the financ ial statements as a
whole.  Please refer to SAB Topic 1:D.1.

Operating Results

Research and Development, page 34

2. Please refer to the Division of Corpor ation 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/c orpfin/cfcrq032001.htm#secviii .

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

a. The costs incurred during each period pr esented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete the project;
c. The anticipated completion date for the project;
d. The risks and uncertainties associated with completing development on schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and,
e. The period in which material net cash in flows from the project are expected
to commence.

Regarding a., if you do not maintain a ny research and development costs by
project disclose that fact  and explain why manageme nt does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 3

Regarding b. and c., disclose the amount or range of estimated  costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you fr om making a reasonable estimate.

3. You refer to NuChem Analog milestone  obligations to be paid to Ion
Pharmaceuticals and Cyclacel and royalties to be paid to the University of
Manitoba and the University of Toronto. Please disclose the following information related to these arrangements:

a. Describe how your patents are used in the clinical development and
commercialization activities for your  lead product candidates. In
particular, describe how NuChem  Analogs impact the clinical
development of Virulizin and GTI-2040.
b. Describe and quantify the “certain mile stones” expected to be achieved in
2007 and 2008.
c. Describe and quantify the terms gove rning royalty payments to these
parties.

4. Please disclose the process for deve loping intellectual property under your
collaborations with NCI, University of  Toronto and Sumitomo and Koken, the
specific rights to the resu lting intellectual property to be held by you and the
terms expected to govern each related license. Quantify the amount and expected timing of all payment obligations. Quan tify the amount and timing of royalties
expected to be received  under these agreements.

F.  Tabular disclosure of c ontractual obligations, page 41
5. Your table of contractual obligations om its estimated funding obligations related
to your license agreements and collaborati ons.  Please revise the table to include
these obligations or explain to  us why it is unnecessary.

Item 11. Qualitative and Quantitative Disclosures about Market Risk

6. Your disclosures in Notes 13 and 15 to the consolidated financial statements do not appear to provide the disclosures about market risk required by Item 11 to Form 20-F.  Please disclose the informati on required by Item 11 in this section of
the filing.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 4
Item 17. Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

7. KPMG LLP states in their report that ”w e did not audit the co nsolidated financial
statements of loss and deficit and cash  flows for the period from inception on
September 6, 1986 to May 31, 2006 in accord ance with the standards of the
Public Company Accounting Oversight Boar d (United States).”  Please note that
an auditor’s association with  the cumulative data is requ ired on an annual basis as
long as the registrant is in the develo pment stage. Please amend your filing to
include a report from KPMG that states  they have audited the consolidated
financial statements of loss and defi cit and cash flows for the period from
inception on September 6, 1986 to May 31, 2006 in accordance with the standards
of the Public Company Accounting Oversight Board.

Notes to Consolidated Financial Statements

17. Canada and United States Accounting Policy Differences, page F-21

8. Please expand your disclosure to clarif y the accounting under US GAAP for the
conversion options embedded in the convertib le debentures. In particular, explain
your basis for concluding that these conve rsion options were was not subject to
bifurcation, including refere nces to applicable techni cal guidance within SFAS
133 and EITF 00-19.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please furnish your letter on EDGAR unde r the form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
statement from the company acknowledging that:

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 5
• 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 do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant