SecProbe.io

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 Document August 14, 2025 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re: Curis, Inc. Registration Statement on Form S-1 File No. 333-289456 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Curis, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333- 289456), so that it may become effective at 4:30 p.m., Eastern Time, on August 18, 2025, or as soon as practicable thereafter. Very truly yours, CURIS, INC. By: /s/ Diantha Duvall         Name: Diantha Duvall Title: Chief Financial Officer 128 Spring Street | Building C – Suite 500 | Lexington, MA 02421-3112 | www.curis.com | Phone 617.503.6500

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

James E. Dentzer
President and Chief Executive Officer
Curis, Inc.
128 Spring Street, Building C Suite 500
Lexington, MA 02421

 Re: Curis, Inc.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289456
Dear James E. Dentzer:

 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 Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Caroline Dotolo, Esq.
</TEXT>
</DOCUMENT>

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 Document May 15, 2025 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tyler Howes Re: Curis, Inc. Registration Statement on Form S-3 File No. 333-287014 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Curis, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-287014), so that it may become effective at 4:30 p.m., Eastern Time, on May 19, 2025, or as soon as practicable thereafter. Very truly yours, CURIS, INC. By: /s/ Diantha Duvall         Name: Diantha Duvall Title: Chief Financial Officer 128 Spring Street | Building C – Suite 500 | Lexington, MA 02421-3112 | www.curis.com | Phone 617.503.6500

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

James Dentzer
Chief Executive Officer
Curis, Inc.
128 Spring Street, Building C Suite 500
Lexington, MA 02421

 Re: Curis, Inc.
 Registration Statement on Form S-3
 Filed May 7, 2025
 File No. 333-287014
Dear James Dentzer:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Caroline Dotolo, Esq.
</TEXT>
</DOCUMENT>

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Document

January 3, 2025

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Jessica Dickerson

Re: Curis, Inc.

 Registration Statement on Form S-3

 File No. 333-284009

 Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Curis, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-284009), so that it may become effective at 4:30 p.m., Eastern Time, on January 7, 2025, or as soon as practicable thereafter.

Very truly yours,

CURIS, INC.

By: /s/ Diantha Duvall

Name: Diantha Duvall

Title: Chief Financial Officer

December 31, 2024
James E. Dentzer
President and Chief Executive Officer
Curis, Inc.
128 Spring Street, Building C - Suite 500
Lexington, MA 02421
Re:Curis, Inc.
Registration Statement on Form S-3
Filed December 23, 2024
File No. 333-284009
Dear James E. Dentzer:
            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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Cynthia T. Mazareas, Esq.

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Document

April 10, 2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Jimmy McNamara

Re: Curis, Inc.

 Registration Statement on Form S-3

 File No. 333-276950

 Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Curis, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-276950), so that it may become effective at 4:30 p.m., Eastern Time, on April 12, 2024, or as soon as practicable thereafter.

Very truly yours,

CURIS, INC.

By: /s/ Diantha Duvall

Name: Diantha Duvall

Title: Chief Financial Officer

United States securities and exchange commission logo
February 13, 2024
Diantha Duvall
Chief Financial Officer
Curis Inc.
128 Spring Street, Building C – Suite 500
Lexington, MA 02421
Re:Curis Inc.
Registration Statement on Form S-3
Filed February 8, 2024
File No. 333-276950
Dear Diantha Duvall:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cynthia Mazareas

United States securities and exchange commission logo
January 3, 2024
Diantha Duvall
Chief Financial Officer
Curis, Inc.
128 Spring Street
Building C - Suite 500
Lexington, Massachusetts 02421
Re:Curis, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 000-30347
Dear Diantha Duvall:
            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

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December 21, 2023

By Electronic Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Gary Newberry and Kevin Kuhar

Re:    Curis, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022

Filed March 13, 2023

File No. 001-30347

Ladies and Gentlemen:

Curis, Inc. (the “Company” or “we”) is responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in the Staff’s letter dated December 12, 2023 (the “Comment Letter”), relating to the above referenced Form 10-K for the fiscal year ended December 31, 2022.  For convenience, the Company’s responses below are keyed to the numbering of the comment and heading used in the Comment Letter.

Form 10-K for the Fiscal Year ended December 31, 2022

Item 9A - Controls and Procedures, page 113

1.     In an abbreviated amended filing for this Item 9A, please provide the disclosures required by Item 307 of Regulation S-K regarding the effectiveness of your disclosure controls and procedures. Refer to Rule 12b-15 of the Exchange Act and Question 161.01 of the Compliance and Disclosure Interpretations for Exchange Act Rules.

Response:    The Company acknowledges the Staff’s comment and has provided the disclosures required by Item 307 of Regulation S-K regarding the effectiveness of the Company’s disclosure controls and procedures by filing an abbreviated Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (617) 503-6602.  Thank you for your assistance.

Securities and Exchange Commission

December 21, 2023

Page 2

Very truly yours,

/s/ Diantha Duvall
Diantha Duvall

Chief Financial Officer

cc:    James E. Dentzer, Chief Executive Officer, Curis, Inc.

    Cynthia Mazareas, Wilmer Cutler Pickering Hale and Dorr LLP

United States securities and exchange commission logo
December 12, 2023
Diantha Duvall
Chief Financial Officer
Curis, Inc.
128 Spring Street
Building C - Suite 500
Lexington, Massachusetts 02421
Re:Curis, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 000-30347
Dear Diantha Duvall:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A - Controls and Procedures, page 113
1.In an abbreviated amended filing for this Item 9A, please provide the disclosures required
by Item 307 of Regulation S-K regarding the effectiveness of your disclosure controls and
procedures.  Refer to Rule 12b-15 of the Exchange Act and Question 161.01 of the
Compliance and Disclosure Interpretations for Exchange Act Rules.
            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.

 FirstName LastNameDiantha Duvall
 Comapany NameCuris, Inc.
 December 12, 2023 Page 2
 FirstName LastName
Diantha Duvall
Curis, Inc.
December 12, 2023
Page 2
            Please contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 Curis, Inc.

4 Maguire Road

 Lexington, MA 02421

 May 15, 2018

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Curis, Inc.

Registration Statement on Form S-3

File No. 333-224627

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Curis, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-224627) (the “Registration Statement”), so that it
may become effective at 4:30 p.m. Eastern time on May 17, 2018, or as soon thereafter as practicable.

 [The remainder of this page is intentionally left blank.]

 Very truly yours,

Curis, Inc.

By:

/s/ Ali Fattaey

 Name:

 Title:

 Ali Fattaey, Ph.D.

 President and Chief
Executive Officer

May 14, 2018
Ali Fattaey
President and Chief Executive Officer
Curis, Inc.
4 Maguire Road
Lexington, Massachusetts 02421
Re:Curis Inc.
Registration Statement on Form S-3
Filed May 3, 2018
File No. 333-224627
Dear Dr. Fattaey:
            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 Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Cynthia T. Mazareas, Esq.

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CORRESP

December 15, 2016

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Curis, Inc.

Registration Statement on Form S-3

File No. 333-214899

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Curis, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-214899) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern time on December 16, 2016,
or as soon thereafter as practicable.

[The remainder of this page is intentionally left blank.]

 4 Maguire Road, Lexington, MA 02421-3112 | www.curis.com | Phone
617.503.6500 | Fax 617.503.6501

 Very truly yours,

Curis, Inc.

By:

/s/ James E. Dentzer

 Name:

 Title:

 James E. Dentzer

 Chief Financial Officer and
Chief Administrative Officer

 [Signature Page to Request for Acceleration]

Mail Stop 4565

December 14 , 2016

Ali Fattaey
President and Chief Executive Officer
Curis, Inc.
4 Maguire Road
Lexington, Massachusetts 02421

Re: Curis , Inc.
  Registration Statement on Form S-3
Filed  December 5 , 2016
  File No.  333-214899

Dear Mr. Fattaey :

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 Johnny Gharib  at (202) 551 -3170  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Cynthia T. Mazareas , Esq.
 Wilmer Cutler Pickering Hale and Dorr LLP

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CORRESP

 Curis, Inc.

4 Maguire Road

 Lexington, MA 02421

 August 31, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Curis, Inc.

 Registration Statement on Form S-3

File No. 333-205460

Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Curis, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-205460) (the “Registration
Statement”), so that it may become effective at 4:00 pm Eastern time on September 2, 2015, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

 [Remainder of this page intentionally left blank]

 Very truly yours,

CURIS, INC.

By:

/s/ Michael P. Gray

 Name: Michael P. Gray

 Title: Chief Financial
and Chief Business

           Officer

 [Signature Page to Curis, Inc. Acceleration Request]

 -2-

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Acceleration Request

 Curis, Inc.

4 Maguire Road

 Lexington, MA 02421

 August 12, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Curis, Inc.

 Registration Statement on Form S-3

File No. 333-205460

Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Curis, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-205460) (the “Registration
Statement”), so that it may become effective at 4:00 pm Eastern time on August 14, 2015, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

 [Remainder of this page intentionally left blank]

 Very truly yours,

CURIS, INC.

By:

/s/ Michael P. Gray

 Name: Michael P. Gray

 Title: Chief Financial
and Chief Business

           Officer

 [Signature Page to Curis, Inc. Acceleration Request]

 -2-

July 8 , 2015

Via E-Mail
Michael P. Gray
Chief Business and Financial Officer
Curis, Inc.
4 Maguire Road
Lexington, Massachusetts 02421

Re: Curis, Inc.
  Registration Statement on Form S -3
Filed July 2 , 2015
  File No. 333-205460

Dear Mr. Gray :

We have limited our review of your registration statement to the resolution of your
pending confidential treatment request. Please be advised that we will not be in a position to
declare your registration statement effective until all outstanding comments, if any, on your
request for confidential treatment have been cleared.

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 Act of 193 3 and
all applicable Securities  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 accu racy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant  to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effe ctiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Michael P. Gray
Curis, Inc.
July 8 , 2015
Page 2

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accel eration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relat e to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact P reston  Brewer at (202) 551 -3969 , Dan Greenspan at (202) 551 -3623  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
 Assistant Director

cc: Via E -Mail
 Cynthia T. Mazareas , Esq.
 Wilmer Cutler Pickering Hale and Dorr LLP

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Correspondence

 Curis, Inc.

4 Maguire Road

 Lexington, MA 02421

 April 29, 2015

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Curis, Inc.

 Registration Statement on Form S-3

File No. 333-203480

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Curis, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-203480), as amended (the “Registration Statement”), so that it may become effective at 4:30 pm Eastern time on May 1, 2015, or as
soon thereafter as practicable.

 The Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

 [Remainder of this page intentionally left blank]

Very truly yours,

CURIS, INC.

By:

 /s/ Ali Fattaey

Name:

Ali Fattaey

Title:

President and Chief Executive Officer

 [Signature Page to Curis, Inc. Acceleration Request]

 -2-

April 23, 2015

Via E -mail
Ali Fattaey
President and Chief Executive Officer
Curis, Inc.
4 Maguire Road
Lexington, Massachusetts 02421

Re: Curis, Inc.
  Registration Statement on Form S-3
Filed April 1 7, 2015
  File No. 333-203480

Dear Mr. Fattaey :

We have reviewed your registration statement  and have the following comment.  If you
do not believe this comment applies to your facts and circumstances, please tell us why in your
response.

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

1. We have limited our review of your registration statement to the resolution of your
pending confidential treatment request.  Please be advised that we will not be in a
position to declare your registration statement effective until all outstanding comments , if
any, on your request for confidential treatment have been cleared.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated au thority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Ali Fattaey
Curis, Inc.
April 23, 2015
Page 2

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified i n the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks  at (202) 551 -8336 , Daniel Greenspan at (202) 551 -
3623 or me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Steven D. Singer , Esq.
Wilmer Cutler Pickering Hale and Dorr LLP

Mail Stop 4720

November 13, 2009

Mr. Daniel R. Passeri President & Chief Executive Officer Curis, Inc. 45 Moulton Street  Cambridge, MA 02138

Re:      Curis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
            Filed February 26, 2009
 Schedule 14A filed April 17, 2009
File No. 000-30347

Dear Mr. Passeri:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

 Jeffrey Riedler Assistant Director

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SEC Response Letter

 October 16, 2009

 BY EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Rose Zukin

Re:
Curis, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

    Filed February 26, 2009 (“Form 10-K”)

Schedule 14A filed April 17, 2009 (“Schedule 14A”)

    File No. 000-30347

 Dear Ms. Zukin:

 On behalf of Curis, Inc. (“Curis” or the “Company”), set forth below are the Company’s
responses to comments contained in a letter dated October 13, 2009 (the “Letter”) from Jeffrey Riedler, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to
Mr. Daniel R. Passeri, President and Chief Executive Officer of Curis, relating to the Company’s Form 10-K and Schedule 14A. The response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP
by the Company. The response is keyed to the numbering of the comments in the Letter and to the headings used in the Letter.

 Form 10-K for
Fiscal Year Ended December 31, 2008

 General

1.
Please refer to your response to Comment 1. Please note that we will not be in a position to clear outstanding comments on the 10-K until we have reviewed your revised
disclosure in the Form 10-K/A, to be filed.

Response:
We respectfully note your comment. As indicated in our conversation with Ms. Zukin on Friday, October 10, 2009, Curis intends to file its Form 10-K/A
immediately following the Staff’s confirmation that Curis has satisfied all of the Staff’s other comments with respect to its review of the Form 10-K and Schedule 14A.

 Securities and Exchange Commission

 October 16, 2009

 Page 2

 Item 1. Business

 Intellectual Property, page 7

2.
Please refer to your response to Comment 3. Please provide us with an analysis supporting your determination that the license agreements are not material or significant
to your business. We note that the subject matter of these license agreements is the proprietary technology and data and resources relating to the Hedgehog Pathway. As this technology is the subject of your current, material collaboration agreement
with Genentech, it appears that these license agreements are material to your business. We reissue Comments 3 and 4.

Response:
In its Form 10-K, the Company disclosed that it was a party to various license agreements that give it rights to research, develop and commercialize various
technologies, particularly its Hedgehog pathway technologies, and that its most significant license agreements (collectively, the “License Agreements”) include:

•

 license agreements dated February 9, 1995 and September 1, 2000 with the President and Fellows of Harvard University, each of which was
amended and restated effective June 10, 2003 (as restated, collectively, the “Harvard Agreement”);

•

 a license agreement dated January 1, 1995, as subsequently amended, with The Trustees of the Columbia University, which has recently been
terminated;

•

 a license agreement dated September 26, 1996, which was amended and restated effective June 1, 2003, with the Johns Hopkins University and
the University of Washington School of Medicine (as restated, the “JHU/WashU Agreement”);

•

 a license agreement dated May 3, 2000 with the Johns Hopkins University; and

•

 a license agreement dated February 12, 1996 with the Leland Stanford Junior University.

 The License Agreements are Not Significant or Material

As further described below, although the License Agreements have historically been “significant” to Curis in its past research and development programs and
collaborations, as Curis’s business has evolved its material collaborations have been terminated or narrowed in focus and the importance of the License Agreements has substantially diminished such that Curis no longer considers these License
Agreements to be either “material” or “significant.” Specifically, these License Agreements do not currently provide for obligations that are material to and enforceable against Curis, or rights that are material to Curis and
enforceable against the other parties to such agreements.

 Securities and Exchange Commission

 October 16, 2009

 Page 3

The Licensed Rights. The License Agreements generally grant to the Company exclusive, royalty-bearing licenses to third party intellectual property relating to
the Hedgehog signaling pathway (the “Licensed Rights”). The Hedgehog signaling pathway controls the development and growth of many kinds of tissues in the body by directly promoting cell division in specific cell types, and by activating
other secondary signaling pathways that control the synthesis of growth factors and angiogenic (blood vessel-forming) factors. Historically, Curis’s therapeutic approaches targeting the Hedgehog pathway have been aimed at developing molecules
that either amplify Hedgehog pathway cell signaling (“Hedgehog agonists”) or inhibit Hedgehog pathway cell signaling (“Hedgehog antagonists”).

Hedgehog Agonists. In the past, Curis was party to various collaboration agreements that related to Hedgehog agonist research and development, including:
(i) a July 2001 joint venture with affiliates of Elan Corporation, plc to research and develop Hedgehog agonists in neurology indications, which was terminated in May 2003; (ii) a January 2004 license and collaboration agreement with Wyeth
Pharmaceuticals for therapeutic applications of Hedgehog agonists in the treatment of neurological and other disorders, which was terminated effective May 2008; and (iii) a September 2005 license and collaboration agreement with
Procter & Gamble Corporation to evaluate and develop Hedgehog agonist compounds for hair growth regulation and other skin disorders, which was terminated effective November 2007.

The Company is no longer conducting research and development on Hedgehog agonists, either alone or in any material collaboration. Moreover, none of the Licensed Rights
included claims that were material to the lead Hedgehog agonists compounds that were under development during the time these collaborations were in effect. As such, to the extent that the License Agreements grant to the Company rights to Hedgehog
agonist intellectual property, such Licensed Rights were not, and are not, material to the Company.

 Securities and Exchange Commission

 October 16, 2009

 Page 4

Hedgehog Antagonists. Curis also historically conducted research on Hedgehog antagonists, and in June 2003, Curis entered into a collaboration with Genentech,
Inc., a wholly-owned member of the Roche Group, to further research and develop Hedgehog antagonists. This collaboration is the only remaining Hedgehog-related research and development program in Curis’s development pipeline. The only drug
candidate currently being developed under this program is GDC-0449, a small molecule Hedgehog pathway antagonist. Genentech and Roche are responsible for the clinical development and commercialization of GDC-0449, and Curis is eligible to receive
payments under the collaboration assuming the successful achievement by Genentech of specified development and regulatory objectives, and is also eligible to receive royalty payments on product sales if GDC-0449 is successfully commercialized and
sold by Genentech or its sublicensee. GDC-0449 is currently being tested by Genentech and Roche in several Phase II clinical trials.

Although Curis has sublicensed to Genentech all of its rights under the License Agreements, none of the Licensed Rights include claims that cover GDC-0449 and, as such,
none of the License Agreements is material to this collaboration. To Curis’s knowledge, Genentech is not advancing into development any other program under the collaboration that is covered by the claims in the Licensed Rights, or otherwise.

Curis notes that under the Harvard Agreement and the JHU/WashU Agreement, it has an obligation to pay to the applicable licensor a portion of any royalty payments that
it receives from Genentech, notwithstanding that the Licensed Rights under the Harvard Agreement and the JHU/WashU Agreement do not specifically cover GDC-0449. After giving effect to royalty stacking provisions under these two License Agreements,
the total payment Curis is obligated to make under each of the Harvard Agreement and the JHU/WashU Agreement is 2.5%, respectively, of any payments that Curis may in the future receive from Genentech. In addition, Curis notes that under all of the
License Agreements, it has certain patent prosecution and maintenance cost obligations which in each of the last three years, and during the first half of 2009, equaled 1.1%, 2.3%, 1.9% and 1.9%, respectively, of Curis’s total operating
expenses. Curis does not view any of these financial obligations as material.

 Securities and Exchange Commission

 October 16, 2009

 Page 5

 The Agreements Are “Ordinary Course”

Curis also notes that the License Agreements, if made today, would be deemed by the Company to have been “made in the ordinary course of its business” and to
not be agreements upon which Curis’s business is “substantially dependant.” Accordingly, if these License Agreements were entered into today, Curis would not, for example, disclose these agreements on Form 8-K pursuant to item
1.01 thereto (and Item 601(b)(10)(ii)(B) of Regulation S-K). Curis is a life science company that is engaged in researching, developing and seeking to commercialize targeted cancer therapies. Curis believes that in-licenses of intellectual
property are one type of agreement that ordinarily accompanies the kind of business conducted by Curis and other life science companies. To this end, in the ordinary course of Curis’s business, it may from time to time enter into license
agreements pursuant to which it in-licenses intellectual property rights that are useful to its research and development programs, but that are not material to its business.

In summary, because these License Agreements, when viewed in the context of Curis’s current business, are both immaterial and ordinary course, Curis has determined
to revise its disclosure in future filings to omit references to the License Agreements and will update its Exhibit Index in its next Annual Report on Form 10-K to delete references to these agreements.

 Please do not hesitate to contact the undersigned at (617) 526-6393 if you have any questions regarding this response letter or any related matters.

 Very truly yours,

 /s/ Cynthia T.
Mazareas

 Cynthia T. Mazareas

 Cc:
Daniel R. Passeri

Mail Stop 4720
October 13, 2009
 Mr. Daniel R. Passeri President & Chief Executive Officer Curis, Inc. 45 Moulton Street  Cambridge, MA 02138
 Re:      Curis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
                Filed February 26, 2009   Schedule 14A filed April 17, 2009
File No. 000-30347

Dear Mr. Passeri:

We have reviewed your response letter dated October 2, 2009 to comments we
issued in a letter dated September 14, 2009 and have the following comments.  Where the comments request you to revise disclosure, th e information you provide should show us
what the revised disclosure will look like a nd identify the annual or  quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additional 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.

Form 10-K for Fiscal Year Ended December 31, 2008

General

1. Please refer to your response to Comment 1.  Please note that we will not be in a
position to clear outstanding comments on the 10-K until we have reviewed your revised disclosure in the Form  10-K/A, to be filed.

Mr. Daniel R. Passeri
Curis, Inc.
October 13, 2009 Page 2

Item 1.  Business
 Intellectual Property, page 7

2. Please refer to your response to Comment 3.  Please provide us with an analysis
supporting your determination that the lic ense agreements are not material or
significant to your business.  We note th at the subject matte r of these license
agreements is the proprietary technology and data and resources relating to the Hedgehog Pathway.  As this technology is the subject of your current, material collaboration agreement with Genentech, it appears that these license agreements are material to your business.  We reissue Comments 3 and 4.

* * *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please provide us any requested information. Detailed cover letters greatly facilitate  our review. Please file the letter on EDGAR under the form
type label CORRESP.    We urge all persons who are responsi ble for the accuracy an d 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 comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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 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 advise d that the Division of Enfo rcement 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.

Mr. Daniel R. Passeri
Curis, Inc. October 13, 2009 Page 3

 Please do not hesitate to contact Rose Zukin at (202) 551-3239 or me at (202) 551-3715 if you have questions regarding th e comments and related matters.

Sincerely,

Jeffrey Riedler Assistant Director

CORRESP
1
filename1.htm

Correspondence

 VIA FACSIMILE

 October 2, 2009

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Rose Zukin, Esq.

Re:
Curis, Inc.

 Form 10-K for the
Fiscal Year Ended December 31, 2008

   Filed February 26, 2009 (“Form 10-K”)

 Schedule 14A filed April 17, 2009

   File No. 000-30347 (“Schedule 14A”)

 Dear Ms. Zukin:

 On behalf of Curis, Inc. (“Curis” or the “Company”), set forth below are the Company’s responses to comments
contained in a letter dated September 14, 2009 (the “Letter”) from Jeffrey Riedler, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Daniel R. Passeri,
President and Chief Executive Officer of Curis, relating to the Company’s Form 10-K and Schedule 14A. The response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The response is
keyed to the numbering of the comments in the Letter and to the headings used in the Letter.

 Form 10-K for Fiscal Year Ended
December 31, 2008

 General

1.
We note that your Form 10-K indicates that information related to “Securities Authorized for Issuance Under Equity Compensation Plans” may be found in your
definitive proxy statement. However, this information is not contained in your definitive proxy statement. Please amend your filing to disclose the information required by Item 201(d) of Regulation S-K.

 Response:

 In response to this comment, the Company intends to file a Form 10-K/A in order to include the information required by Item 201(d) of Regulation S-K, “Securities Authorized for Issuance Under Equity Compensation Plans.”

 Securities and Exchange Commission

 October 2, 2009

  Page
 2

 Item 1. Business

 Hedgehog Pathway Inhibitor Program, page 3

2.
We note your disclosure on pages 4 and 5 that pursuant to your Genentech Hedgehog Pathway Inhibitor Collaboration, you will be eligible to receive future cash
payments upon the achievement of additional specified clinical development and regulatory approval objectives, as well as royalties on product sales if any products are successfully developed and commercialized. Please expand your disclosure in this
section to state the aggregate amount of milestone payments that you are entitled to receive under the collaboration agreement. In addition, please expand your disclosure to disclose the potential range of the percentage of royalty payments (for
example, “low-single-digits” or “high-single-digits”). This information is considered material to an investor.

 Response:

 In response to this comment, the Company intends to expand the
disclosure relating to its collaboration with Genentech in order to disclose the aggregate amount of milestone payments under the collaboration and the range of potential future royalty payments. The new disclosure is attached hereto as Schedule
A. The Company intends to include this revised disclosure in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.

 Intellectual Property, page 7

3.
We note your disclosure on page 8 that you have entered into the following “significant” license agreements:

•

 License Agreements dated February 9, 1995 and September 1, 2000 with the President and Fellows of Harvard University, each of which were
amended and restated effective June 10, 2003;

•

 License Agreement dated January 1, 1995 and as subsequently amended with The Trustees of the Columbia University;

•

 License Agreement dated September 26, 1996, which was amended and restated effective June 1, 2003, with the Johns Hopkins University and
the University of Washington School of Medicine;

•

 License Agreement dated May 3, 2000 with the Johns Hopkins University; and

•

 License Agreement dated February 12, 1996 with the Leland Stanford Junior University.

 Securities and Exchange Commission

 October 2, 2009

  Page
 3

 Please expand your disclosure to provide a more specific description of each
agreement. Your disclosure should include a discussion of the material terms of the agreement, including the subject of the agreement, each party’s obligations, rights to intellectual property, all amounts payable under the agreement including
any aggregate amount of milestones and the potential range of the percent of royalty payments, all amounts already paid, and termination provisions.

 Response:

 We respectfully note the Staff’s comment. After a further
analysis of these license agreements, the Company has concluded that none of the license agreements referenced in this section and filed as exhibits to the Company’s periodic reports continue to be material or significant to the Company’s
business. In view of this determination, the Company will revise its disclosure to delete this discussion. The Company intends to include this revised disclosure in its Annual Report on Form 10-K for the year ended December 31, 2009 and will
also update its Exhibit Index in such Annual Report on Form 10-K to delete references to these agreements.

 Exhibit Index

4.
We note that you described the license agreement with The Johns Hopkins University, dated May 3, 2000, as “significant”; however, you have not filed
the agreement as an exhibit. Please provide us with a legal analysis as to why the agreement need not be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

 Response:

 Please refer to the Company’s response to comment No. 3. Because the Company has determined that the license agreement is no longer material or significant, the Company will revise its disclosure.

 Schedule 14A

 Executive and Director
Compensation and Related Matters

 Compensation Discussion and Analysis, page 15

 Benchmarking and Targeted Compensation Levels, page 16

5.
We note your disclosure on page 16 that the compensation committee retains an independent third-party compensation consultant to review your executive officer
compensation. Please identify this third-party compensation consultant, and confirm that you will identify the compensation consultant in future filings.

 Securities and Exchange Commission

 October 2, 2009

  Page
 4

 Response:

 In response to this comment, the Company confirms that it will identify its compensation consultant in its “Compensation Discussion and
Analysis” in future filings. The Company supplementally discloses to the Staff that the compensation consultant referred to in its Schedule 14A was Towers Perrin.

 Please do not hesitate to contact the undersigned at (617) 526-6393 if you have any questions regarding this response letter or any related matters.

 Very truly yours,

 /s/ Cynthia T. Mazareas

 Cynthia T. Mazareas

cc:
Daniel R. Passeri

 President and
Chief Executive Officer

 Curis, Inc.

 Schedule A

 Our most advanced program is our Hedgehog pathway inhibitor program under collaboration with Genentech, Inc., a wholly-owned member of the
Roche Group. The lead drug candidate being developed under this program is GDC-0449, a first-in-class orally-administered small molecule Hedgehog pathway inhibitor. Genentech and Roche are responsible for the clinical development and
commercialization of GDC-0449. We are eligible to receive up to $115 million in contingent cash payments under the collaboration for the development of GDC-0449 or another small molecule assuming the successful achievement by Genentech and Roche of
specified clinical development and regulatory objectives, of which we have received $18 million to date. In addition to these payments, we are also eligible for a royalty on sales of any Hedgehog pathway inhibitor products that are successfully
commercialized by Genentech and Roche. For GDC-0449, we are entitled to a mid- to high-single digit royalty, which escalates within this range with increasing product sales. In certain specified circumstances, the royalty rate applicable to GDC-0449
may be decreased to a low- to mid-single digit royalty.

CORRESP
1
filename1.htm

Correspondence

 CURIS, INC.

 45 Moulton Street

 Cambridge, MA 02138

 October 2, 2009

 Via EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
Rose Zukin, Esq.

Re:
Curis, Inc. (the “Company”)

 Form 10-K for the Fiscal Year Ended December 31, 2008 (“Form 10-K”)

 Filed February 26, 2009

 Schedule 14A filed April 17, 2009 (“Schedule 14A”)

 File No. 000-30347

 Dear
Ms. Zukin:

 This letter is in response to a letter dated September 14, 2009 (the “Letter”) from Jeffrey
Riedler, of the Staff of the Securities and Exchange Commission (the “Commission”) to Mr. Daniel R. Passeri, President and Chief Executive Officer of the Company relating to the Company’s Form 10-K and Schedule 14A.

 The Company hereby acknowledges that:

•

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

•

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

 Very truly yours,

CURIS, INC.

By:

 /s/ Daniel R. Passeri

Name: Daniel R. Passeri

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR TRANSMISSION

 September 18, 2009

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:    Rose Zukin, Esq.

Re:
Curis, Inc.

 Form 10-K for the Fiscal Year Ended
December 31, 2008

 Filed February 26, 2009 and Schedule 14A filed April 17, 2009

 File No. 000-30347

 Dear Ms. Zukin:

 On behalf of Curis, Inc. (“Curis”), I am writing to confirm that Curis is preparing a response to the letter dated September 14, 2009 from Jeffrey
Riedler, of the Staff of the Securities and Exchange Commission to Mr. Daniel R. Passeri, President and Chief Executive Officer of Curis relating to the Company’s Form 10-K and Schedule 14A (the “Letter”). As I indicated
during our telephone conversation on September 17, 2009, the Company intends to submit its response to the Letter on or before October 2, 2009.

 Very truly yours,

 /s/ Cynthia T. Mazareas

 Cynthia
T. Mazareas

 cc: Daniel R. Passeri

Mail Stop 4720
September 14, 2009
 Mr. Daniel R. Passeri President & Chief Executive Officer Curis, Inc. 45 Moulton Street  Cambridge, MA 02138
 Re:      Curis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
                Filed February 26, 2009   Schedule 14A filed April 17, 2009
File No. 000-30347

Dear Mr. Passeri:

We have reviewed your filing and have the following comments.  Where the
comments request you to revise disclosure, th e information you provide should show us
what the revised disclosure will look like a nd identify the annual or  quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additional 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.
 Form 10-K for Fiscal Year Ended December 31, 2008

General

1. We note that your Form 10-K indicates th at information related to “Securities
Authorized for Issuance Under Equity Compensation Plans” may be found in
your definitive proxy statement.  However, this information is not contained in
your definitive proxy statement.  Pleas e amend your filing to disclose the
information required by Item 201(d) of Regulation S-K.

Mr. Daniel R. Passeri
Curis, Inc.
September 14, 2009 Page 2

 Item 1.  Business

 Hedgehog Pathway Inhibitor Program, page 3

2. We note your disclosure on pages 4 and 5 that pursuant to your Genentech
Hedgehog Pathway Inhibitor Collaboration, you will be eligible to receive future
cash payments upon the achievement of add itional specified clinical development
and regulatory approval objectives, as well as royalties on pro duct sales if any
products are successfully developed a nd commercialized.  Please expand your
disclosure in this section to state the aggregate amount of milestone payments that
you are entitled to rece ive under the collaborati on agreement.  In addition, please
expand your disclosure to disclose the poten tial range of the pe rcentage of royalty
payments (for example, “low-single-dig its” or “high-single-digits”).  This
information is considered material to an investor.
 Intellectual Property, page 7

3. We note your disclosure on page 8 that  you have entered into the following
“significant” license agreements:

• License Agreements dated February 9, 1995 and September 1, 2000 with the President and Fellows of Harvard University, each of which
were amended and restated effective June 10, 2003;
• License Agreement dated January 1, 1995 and as subsequently amended with The Trustees of the Columbia University;
• License Agreement dated September 26, 1996, which was amended and restated effective June 1, 2003, w ith the Johns Hopkins University
and the University of Washington School of Medicine;
• License Agreement dated May 3, 2000 with the Johns Hopkins University; and
• License Agreement dated February 12, 1996 with the Leland Stanford Junior University.

Please expand your disclosure to provide a more specific description of each
agreement.  Your disclosure should include  a discussion of the material terms of
the agreement, including the subject of the agreement, each party’s obligations,
rights to intellectual prop erty, all amounts payable under the agreement including
any aggregate amount of milestones and the potential range of the percent of
royalty payments, all amounts already pa id, and termination provisions.

Mr. Daniel R. Passeri
Curis, Inc.
September 14, 2009 Page 3

Exhibit Index

4. We note that you described the license agreement with The Johns Hopkins University, dated May 3, 2000, as “significant”; however, you have not filed the
agreement as an exhibit.  Please provide us with a legal analysis as to why the
agreement need not be filed as an exhi bit pursuant to Item 601(b)(10) of
Regulation S-K.
 Schedule 14A

 Executive and Director Compen sation and Related Matters

 Compensation Discussion and Analysis, page 15

 Benchmarking and Targeted Compensation Levels, page 16

5. We note your disclosure on page 16 that  the compensation committee retains an
independent third-party compensation consultant to review your executive officer compensation.  Please identify this third-party compensation consultant, and confirm that you will identify the compensa tion consultant in future filings.

* * *

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please provide us any requested information. Detailed cover letters greatly facilitate  our review. Please file the letter on EDGAR under the form
type label CORRESP.    We urge all persons who are responsi ble for the accuracy an d 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 comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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

Mr. Daniel R. Passeri
Curis, Inc. September 14, 2009 Page 4

• 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 advise d that the Division of Enfo rcement 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.     Please do not hesitate to contact Rose Zukin at (202) 551-3239 or me at (202) 551-3715 if you have questions regarding th e comments and related matters.

Sincerely,

Jeffrey Riedler Assistant Director

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

Mail Stop 6010
Via Facsimile and U.S. Mail

	April 19, 2006

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-30347

Dear Mr. Gray:

We have completed our review of your Form 10-K and have no further
comments at this time.

								Sincerely,

								Joseph J. Roesler
      							Accounting Branch Chief

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Letter

 WILMERHALE

 Cynthia T. Mazareas

 +1 617 526 6393 (t)

 +1 617 526 5000 (f)

 cynthia.mazareas@wilmerhale.com

 VIA FACSIMILE

 March 21, 2006

 Securities and Exchange Commission

 Division of Corporation Finance

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention: Joseph Roesler

Re:
Curis, Inc.

 File No. 000-30347

 Dear Mr. Roesler:

 In response to the
March 20, 2006 telephone conversation between Mary Mast of the Staff of the Securities and Exchange Commission (the “Commission”) and Mr. Michael P. Gray, Vice President of Finance and Chief Financial Officer of Curis, Inc.
(“Curis” or the “Company”), we are writing to you on behalf of Curis to advise you that the Audit Committee of the Board of Directors of Curis has determined that Curis will restate its financial results for 2003, 2004 and for
the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005. The scope of the restatement is set forth in the Form 12b-25 (Notification of Late Filing) filed by the Company with the Commission on March 17, 2006,
a copy of which is attached hereto.

 If you require any additional information, please telephone the undersigned at the telephone number indicated above.

 Very truly yours,

 /s/ Cynthia T. Mazareas

 Cynthia T. Mazareas

Cc:
Michael P. Gray

 Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109

Baltimore

Beijing

Berlin

Boston

Brussels

London

Munich

New York

Northern Virginia

Oxford

Palo Alto

Waltham

Washington

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 12b-25

 Commission File Number 000-30347

 NOTIFICATION OF LATE FILING

(Check One):

x

Form 10-K

¨

Form 20-F

¨

Form 11-K

¨

Form 10-Q

¨

Form 10-D

¨

Form N-SAR

¨

Form N-CSR

For
Period Ended: December 31, 2005

 ¨

Transition Report on Form 10-K

¨

Transition Report on Form 10-Q

 ¨

Transition Report on Form 20-F

¨

Transition Report on Form N-SAR

 ¨

Transition Report on Form 11-K

 For the Transition Period Ended: ______________

 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 PART I

 REGISTRANT INFORMATION

 Full name of registrant: Curis, Inc.

 Former name if applicable: Not applicable.

 Address of principal executive office (Street and number): 61 Moulton Street

 City,
state and zip code: Cambridge, MA 02138

 PART II

 RULE 12b-25 (b) AND (c)

 If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 A-1

 PART III

 NARRATIVE

 State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or
the transition report or portion thereof, could not be filed within the prescribed time period.

 On March 16, 2006, the Audit
Committee of the Board of Directors of Curis, Inc. (“Curis” or the “Company”) determined, following a routine review by the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and
Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005, that Curis will restate its financial results for 2003, 2004 and for the quarters ended March 31, 2005, June 30, 2005, and September 30, 2005.

The restatement primarily relates to the Company’s revenue recognition accounting for $7,509,000 in license and maintenance fee payments paid by
Genentech as part of the June 2003 Hedgehog antagonist collaboration between the parties. From fiscal year 2003 through the third quarter of 2005, the Company had recognized $2,239,000 in license fee revenue related to these payments. Following
discussions with the SEC, Curis has determined it should not have recognized any of this revenue. Instead, Curis will defer the $7,509,000 in license and maintenance fee payments and recognize it only when the Company can reasonably estimate when
its contractual steering committee obligations will cease or after it no longer has contractual steering committee obligations under this agreement with Genentech. The contractual term of the Company’s steering committee obligations extends for
as long as Hedgehog antagonist products subject to this collaboration are being developed or commercialized by either of the parties. Accordingly, the contractual term of the Company’s steering committee obligations is indefinite and the
Company expects that it will not record any revenue related to these payments for at least several years.

 The Company had been recognizing
revenue in connection with the $7,509,000 in payments over an eight-year period based on the Company’s estimate that its participation on the steering committees would become inconsequential after the first product was approved in each of the
two programs covered under this collaboration, and would therefore no longer represent a performance obligation.

 During this same period
from fiscal year 2003 through the third quarter of 2005, the Company recorded $345,000 as research and development expenses for the amortization of $410,000 in license fees that were payable by the Company to university licensors as a result of the
June 2003 Genentech collaboration. The Company has determined that it should not have amortized this expense, but instead should have recognized the $410,000 immediately as expense in June 2003.

 In connection with the restatement, the Company will also correct other previously identified immaterial errors which had previously been corrected
through a cumulative adjustment to the financial statements in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. The restatement will allocate the adjustment among the correct periods. The Company
expects that the effect to previously recorded license fee revenues, research and development expenses, and net income (loss) of the restatement, which is not yet complete and is subject to audit or review by the Company’s independent
registered public accountants, PricewaterhouseCoopers LLP, will be as follows:

(Unaudited)

 Nine Months

 Ended

 September 30,

 2005

Year-ended December 31,

2004

2003

 Decrease to license fee revenues

$
(340,000
)

$
(1,229,000
)

$
(670,000
)

 (Decrease)/increase to research and development expense

(238,000
)

(84,000
)

387,000

 Increase to net loss

(102,000
)

(1,145,000
)

(1,057,000
)

 Previously reported net loss before adjustments

(13,419,000
)

(13,904,000
)

(11,623,000
)

 Percent variation from previously reported loss before adjustments

0.8
%

8.2
%

9.1
%

 A-2

(Unaudited)

Quarter Ended

March 31,
2005

 June 30,

 2005

September 30,
2005

 (Decrease)/increase to license fee revenues

$
(273,000
)

$
(273,000
)

$
206,000

 Decrease to research and development expense

(12,000
)

(97,000
)

(129,000
)

 (Increase)/decrease to net loss

(261,000
)

(176,000
)

335,000

 Previously reported net loss before adjustments

(5,113,000
)

(4,675,000
)

(3,631,000
)

 Percent variation from previously reported loss before adjustments

5.1
%

3.8
%

(9.2
%)

(Unaudited)

Quarter Ended

March 31,
2004

 June 30,

 2004

September 30,
2004

December 31,
2004

 Decrease to license fee revenues

$
(310,000
)

$
(310,000
)

$
(311,000
)

$
(298,000
)

 (Decrease)/increase to research and development expense

(11,000
)

(93,000
)

36,000

(16,000
)

 Increase to net loss

(299,000
)

(217,000
)

(347,000
)

(282,000
)

 Previously reported net loss before adjustments

(4,038,000
)

(4,301,000
)

(3,906,000
)

(1,659,000
)

 Percent variation from previously reported loss before adjustments

7.4
%

5.0
%

8.9
%

17.0
%

(Unaudited)

Quarter Ended

March 31,
2003

 June 30,

 2003

September 30,
2003

December 31,
2003

 Decrease to license fee revenues

N/A

$
(13,000
)

$
(346,000
)

$
(310,000
)

 (Decrease)/increase to research and development expense

N/A

409,000

(12,000
)

(10,000
)

 Increase to net loss

N/A

(422,000
)

(334,000
)

(300,000
)

 Previously reported net loss before adjustments

N/A

(5,039,000
)

4,550,000

(6,936,000
)

 Percent variation from previously reported loss before adjustments

N/A

8.4
%

(7.3
%)

4.3
%

 A-3

 The Company expects that, as an effect of the restatement, previously recorded deferred revenues in the
Company’s consolidated balance sheets will change as set forth in the table below. The amounts below are subject to audit or review by PricewaterhouseCoopers LLP.

(Unaudited)

September 30,
2005

December 31,
2004

December 31,
2003

 Increase (decrease) in deferred revenues

$
2,239,000

$
408,000

$
(4,821,000
)

 While the Company has worked diligently to complete the review of its revenue recognition
accounting for the $7,509,000 received from Genentech and the restatement, the Company is unable timely to file its Form 10-K for the fiscal year ended December 31, 2005 without unreasonable effort or expense. The Company currently expects to
complete its review and restatement and to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 on or before March 31, 2006.

 In the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 15, 2005, management concluded that the Company’s internal control over financial reporting was
effective as of December 31, 2004. However, in consideration of the restatement described above, management is reevaluating its conclusion on the effectiveness of internal control over financial reporting as of December 31, 2004. In
addition, management has not yet completed its evaluation of internal control over financial reporting as of December 31, 2005.

 As
management completes its evaluation of internal control over financial reporting as of December 31, 2005 and its reevaluation of its conclusion on the effectiveness of internal control over financial reporting as of December 31, 2004, it
is possible that one or more control deficiencies may individually, or in the aggregate, constitute one or more material weaknesses as of December 31, 2004 and/or December 31, 2005. The existence of one or more material weaknesses would
preclude a conclusion by management that the Company’s internal control over financial reporting was effective as of the respective date.

 PART IV

 OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification: Michael Gray, Vice President of Finance and Chief Financial Officer, 617-503-6500

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 x     Yes                 ¨     No

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?

 x
Yes                 ¨     No

 If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

 A-4

 The Company expects that the effect of the restatement on the results of operations, which is not
yet complete and is subject to audit by the Company’s independent registered public accountants, PricewaterhouseCoopers LLP, will be as set forth above under “Part III – Narrative.”

 Curis, Inc.

 (Name of Registrant as Specified in Charter)

 Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date March 17, 2006

 By:

 /S/    MICHAEL P.
GRAY

 Name:

 Title:

 Michael P. Gray

 Vice President of Finance and Chief Financial Officer

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

VIA FACSIMILE

 January 4, 2006

 Securities and Exchange Commission

 Division of Corporation Finance

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention:     Joseph Roesler

Re:
Curis, Inc.

 Form 10-K for Fiscal Year Ended
December 31, 2004 (“Form 10-K”)

 Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

 File No. 000-30347

 Dear Mr. Roesler:

 On behalf of Curis, Inc. (“Curis” or the “Company”), set forth below are the Company’s responses to comments contained in a letter dated
December 7, 2005 (the “December Letter”) from Jim B. Rosenberg, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray, Vice President of Finance
and Chief Financial Officer of Curis relating to the Company’s Form 10-K and Form 10-Q. The response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The response is keyed to the
numbering of the comments in the December Letter and to the headings used in the December Letter.

 Form 10-K for the
year ended December 31, 2003

 Genentech Collaboration Accounting

1.
Refer to our comment number 3 and your response. Please revise your proposed disclosure to clearly state that if one milestone is not considered substantive, then the remaining
milestones would also not be considered substantive.

 Response:

 In response to this comment, the Company has further revised its proposed disclosure in Note 1 (Revenue Recognition), which is attached hereto as
Exhibit A. Please be advised that for purposes of the Company’s response to this comment as well as comment No. 2 below, the attached Exhibit A has been marked against the Exhibit A attached to the Company’s
response letter to the Staff dated November 23, 2005.

 Securities and Exchange Commission

 January 4, 2006

 Page 2

2.
Refer to our comment number 4 and your response. We understood from previous discussions that the steering committee services were considered an obligation during the research and
development period, but were considered a right after FDA approval. Please address the following in disclosure-type format:

•

Clarify why the steering committee services would not be considered an obligation during the research and development stage for all products developed, not just the two initial
products or revise your policy to account for all steering committee services consistently as a separate obligation and deliverable under the contract.

•

Clarify whether or not a change in estimate for your period of revenue recognition would be made if you entered into new product development which included participation on a
steering committee.

•

Clarify why the steering committee services become a right after FDA approval.

•

Clarify the term of the steering committee services, any parameters relating to your participation in the steering committee, and whether or not your obligation or participation
differs for the initial two products vs. any other products developed during the life of the agreement.

 Response:

 In response to this comment, the Company has further revised its proposed disclosure in Note 4 (Research and Development Collaborations
Entered into After January 1, 2005), which is attached hereto as Exhibit A.

 If you require any additional information, please telephone the
undersigned at the telephone number indicated above.

 Very truly yours,

 /s/ Cynthia T. Mazareas / KJ

 Cynthia T. Mazareas

Cc:
Michael P. Gray

 Exhibit A

 (1) REVENUE RECOGNITION

 During the third
quarter of 2005, the Company updated its disclosure relating to its revenue recognition policies that were previously presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. In addition, in the third
quarter of 2005, the Company recorded adjustments identified during the preparation of the financial statements for the quarter to correct errors in recording the fair value of shares issued in connection with our collaborations with Genentech and
Wyeth. The shares were valued using a price based on a trailing average of closing prices, pursuant to the terms of the stock purchase agreements. The Company has determined that it should have valued the shares using the quoted market price on the
dates of issuance and, as a result, additional paid-in capital was understated and deferred revenues were overstated. The effects of these adjustments was to increase additional paid-in-capital by $1,629,000, decrease noncurrent deferred revenue by
$1,169,000 and to reverse $460,000 of revenue in the third quarter of 2005 to correct for the cumulative overstatement of revenues from June 2003 through June 30, 2005. The impact of these errors, if recorded in the periods to which they
related, would not effect the net loss per share previously reported by the Company for any prior year or quarter, nor otherwise have a material impact on previously reported financial information. In addition, the Company does not believe that the
impact of these adjustments is material to the financial statements for the quarter ended September 30, 2005 or to the projected results of operations for the year ending December 31, 2005.

 The Company’s business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the
development and commercialization of the Company’s product candidates. The terms of the agreements typically include non-refundable license fees, funding of research and development, payments based upon achievement of clinical development
milestones and royalties on product sales. The Company follows the provisions of the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 104 (SAB No. 104), Revenue Recognition, Emerging Issues Task Force
(EITF) Issue No. 00-21 (EITF 00-21), Accounting for Revenue Arrangements with Multiple Deliverables, EITF Issue No. 99-19 (EITF 99-19), Reporting Revenue Gross as a Principal Versus Net as an Agent, and EITF Issue No. 01-9
(EITF 01-9), Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).

 Non-refundable
license fees are recognized as revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further
performance obligations under the license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include a license and performance obligations such as
research and steering committee services can be separated or whether they must be accounted for as a single unit of accounting in accordance with EITF 00-21. The Company recognizes up-front license payments as revenue upon delivery of the license
only if the license has standalone value and the fair value of the undelivered performance obligations, typically including research or steering committee

 A-1

services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for
separately as performed. If the license is considered to either (i) not have standalone value or (ii) have standalone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would
then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed.

 Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance
obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method provided that the Company can
reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents are typically used as
the measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon achievement of substantive milestones, by
the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or
the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period.

 If the Company cannot
reasonably estimate the level of effort required to complete its performance obligations under an arrangement and the performance obligations are provided on a best-efforts basis, then the total payments under the arrangement, excluding royalties
and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over the period the Company expects to complete its performance obligations. Revenue is limited to the lesser of the
cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date.

 Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. In addition, if the
Company is involved in a steering committee as part of a multiple element arrangement that is accounted for as a single unit of accounting, the Company assesses whether its involvement constitutes a performance obligation or a right to participate.
Steering committee services that are not inconsequential or perfunctory and that are determined to be performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining
the level of effort required in an arrangement and the period over which the Company expects to complete its aggregate performance obligations.

 Collaboration agreements may also contain substantive milestone payments. Substantive milestone payments are considered to be performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions
are met:

•

the milestone payments are non-refundable;

 A-2

•

achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement;

•

substantive effort is involved in achieving the milestone;

•

the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and,

•

a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment.

 Determination as to whether a milestone meets the aforementioned conditions involves management’s judgment. If any of these conditions
are not met, the resulting payment would not be considered a substantive milestone, and therefore the resulting payment would be considered part of the consideration for the single unit of accounting and be recognized as revenue as such performance
obligations are performed under either the relative performance or straight-line methods, as applicable, and in accordance with these policies as described above. In addition, the determination that one such payment was not a substantive milestone
would prevent the Company from concluding that subsequent milestone payments were substantive milestones and, as a result, any additional milestone payments would also be considered part of the consideration for the single unit of accounting and
would be recognized as revenue as such performance obligations are performed under either the relative performance or straight-line methods, as applicable.

 Reimbursement of costs is recognized as revenue provided the provisions of EITF 99-19 are met, the amounts are determinable, and collection of the related receivable is reasonably assured.

 Royalty revenue is recognized upon the sale of the related products, provided that the royalty amounts are fixed or determinable, collection of the related receivable is
reasonably assured and the Company has no remaining performance obligations under the arrangement. If royalties are received when the Company has remaining performance obligations, the royalty payments would be attributed to the services being
provided under the arrangement and therefore would be recognized as such performance obligations are performed under either the relative performance or straight line methods, as applicable, and in accordance with these policies as described above.

 For revenue generating arrangements where the Company, as a vendor, provides consideration to a licensor or collaborator, as a customer, the Company
applies the provisions of EITF 01-9. EITF 01-9 addresses the accounting for revenue arrangements where both the vendor and the customer make cash payments to each other for services and/or products. A payment to a customer is presumed to be a
reduction of the selling price unless the Company receives an identifiable benefit for the payment and the Company can reasonably estimate the fair value of the benefit received. Payments to a customer that are deemed a reduction of selling price
are recorded first as a reduction of revenue, to the extent of both cumulative revenue recorded to date and of probable future revenues, which include any unamortized deferred revenue balances,

 A-3

under all arrangements with such customer and then as an expense. Payments that are not deemed to be a reduction of selling price would be recorded as an
expense.

 Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated
balance sheets. Amounts not expected to be recognized during the twelve-month period ended September 30, 2006 are classified as long-term deferred revenue. As of September 30, 2005, the Company has short- and long-term deferred revenue of
$2,152,000 and $7,291,000, respectively, related to its collaborations.

 A-4

 (4) RESEARCH AND DEVELOPMENT COLLABORATIONS ENTERED INTO PRIOR TO JANUARY 1, 2005

 During the third quarter of 2005, the Company updated certain aspects of its disclosures related to its research and development collaborations entered
into prior to January 1, 2005. The updated disclosures are presented within this Note and were previously presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 (a) GENENTECH, INC. JUNE 2003 COLLABORATION

 (i) Collaboration Summary

 In June 2003, the Company licensed its proprietary Hedgehog pathway technologies to Genentech for human
therapeutic use. The primary focus of the collaborative research plan has been to develop molecules that inhibit, or antagonize, the Hedgehog pathway for the treatment of various cancers. The collaboration consists of two programs: the development
of a small molecule Hedgehog antagonist formulated for the topical treatment for basal cell carcinoma; and the development of systemically administered small molecule and antibody Hedgehog antagonists for the treatment of certain other solid tumor
cancers. Pursuant to the collaboration agreement, Genentech agreed to make specified cash payments, in

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

Via Facsimile and U.S. Mail
Mail Stop 6010

December 7, 2005

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Quarter Ended March 31, 2005

	File No.  000-30347

Dear Mr. Gray:

	We have reviewed your November 23, 2005 response to our
letter
dated November 18, 2005, and have the following comments.  In our
comments, we ask you to provide us with information so we may
better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2003

Genentech Collaboration Accounting
1. Refer to our comment number 3 and your response.  Please revise
your proposed disclosure to clearly state that if one milestone is
not considered substantive, then the remaining milestones would
also
not be considered substantive.

2. Refer to our comment number 4 and your response.  We understood
from previous discussions that the steering committee services
were
considered an obligation during the research and development
period,
but were considered a right after FDA approval.  Please address
the
following in disclosure-type format:

* Clarify why the steering committee services would not be
considered
an obligation during the research and development stage for all
products developed, not just the two initial products or revise
your
policy to account for all steering committee services consistently
as
a separate obligation and deliverable under the contract.
* Clarify whether or not a change in estimate for your period of
revenue recognition would be made if you entered into new product
development which included participation on a steering committee.
* Clarify why the steering committee services become a right after
FDA approval.
* Clarify the term of the steering committee services, any
parameters
relating to your participation in the steering committee, and
whether
or not your obligation or participation differs for the initial
two
products vs. any other products developed during the life of the
agreement

*    *    *    *

      	Please respond to the comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.

	You may contact Joseph Roesler, Staff Accountant, at (202)
551-
3628 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant

??

??

??

??

Michael P. Gray
Curis, Inc.
December 7, 2005
Page 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Response Letter

Cynthia T. Mazareas

VIA FACSIMILE

60 STATE STREET

BOSTON, MA 02109

November 23, 2005

+1 617 526 6393

+1 617 526 5000 fax

Securities and Exchange Commission

cynthia.mazareas@wilmerhale.com

Division of Corporation Finance

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

 Attention: Joseph Roesler

Re:
Curis, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (“Form 10-K”)

Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

File No. 000-30347

 Dear Mr. Roesler:

 On behalf of Curis,
Inc. (“Curis” or the “Company”), set forth below are the Company’s responses to comments contained in a letter dated November 18, 2005 (the “November Letter”) from Jim B. Rosenberg, of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray, Vice President of Finance and Chief Financial Officer of Curis relating to the Company’s Form 10-K and Form 10-Q. The
response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The response is keyed to the numbering of the comments in the November Letter and to the headings used in the November Letter.

 Form 10-K for the year ended December 31, 2003

 Genentech Collaboration Accounting

1.
Refer to comment 1. We note you plan to revise your accounting in future periods. From our telephone conversations, we understood that the correction of this accounting policy had
no impact on historical periods. Please tell us if our understanding is correct.

 Response:

 The Company confirms to the Staff that the revisions to its accounting policies discussed in Response No. 1 of the Company’s letter to the
Staff dated November 9, 2005 have no impact on historical periods.

 BALTIMORE    BEIJING    BERLIN    BOSTON    BRUSSELS    LONDON    MUNICH

 NEW YORK    NORTHERN VIRGINIA    OXFORD    PALO
ALTO    WALTHAM    WASHINGTON

 Securities and Exchange Commission

 November 23, 2005

 Page 2

2.
We note that your proposed disclosure on page A-2 no longer addresses how you account for a multiple element arrangement that represents a single unit of accounting if that
arrangement contains performance obligations that are not on a best efforts basis. If you enter into such arrangements, please revise your proposed accounting policy disclosure to address them.

 Response:

 The Company does not currently have any revenue-generating arrangements
that contain performance obligations that are not on a best efforts basis and does not anticipate that it would have any such arrangements in future periods. Accordingly, the Company determined to eliminate such disclosure. However, if the Company
were to enter into such an arrangement in a future period, the Company would modify the disclosures relating to its revenue recognition policy to address such arrangement.

3.
Refer to the discussion of substantive milestones on page A-3. We understood from telephone discussions with you that if a performance bonus does not meet the conditions described
on page A-3, then the resulting payment would not be considered a substantive milestone and therefore the resulting payment would be considered part of the consideration for the single unit of accounting and recognized over that unit’s
performance period using either the relative performance or straight-line methods, as applicable, described on page A-2. We also understood from those telephone discussions that if an arrangement contained multiple performance bonuses and you
determined that a performance bonus was not a substantive milestone, this determination would prevent you from concluding that subsequent performance bonuses were substantive milestones and as a result those performance bonuses would also be
considered part of the consideration for the single unit of accounting. Please tell us if our understanding is correct and consider the need to clarify your proposed disclosure.

 Response:

 The Company confirms to the Staff its position that if a performance bonus
does not meet the conditions described on page A-3, then the resulting payment would not be considered a substantive milestone and therefore the resulting payment would be considered part of the consideration for the single unit of accounting and
recognized over that unit’s performance period using either the relative performance or straight-line methods. The Company has further clarified this accounting policy in Note 1 (Revenue Recognition) (“Note 1”), which is attached
hereto as Exhibit A. The Company also confirms that if an arrangement contains performance bonus payments and one of the performance bonus

 Securities and Exchange Commission

 November 23, 2005

 Page 3

payments is not deemed to be substantive milestone, then subsequent performance bonus payments would be considered part of the consideration for the single
unit of accounting.

4.
We note from the revised disclosure that you propose on page A-8 of your response that the performance period you use to recognize revenue (i.e. June 2003 through June 2011) only
includes Curis’ steering committee performance obligations as they relate to the first product discovered for each of basal cell carcinoma and Hedgehog. However, we also note from the revised disclosure you propose that the Genentech June 2003
Collaboration is not limited to the first product discovered for each of basal cell and Hedgehog, but also covers other drugs and that Curis’ steering committee performance obligations extend beyond the first product discovered for each of
basal cell and Hedgehog. Because Curis has asserted that its participation in the steering committee is a right to participate and not an obligation to participate only when a drug is in the manufacturing and selling phase, please clarify for us why
the performance period would exclude Curis’ obligation to participate in the steering committee while research and development is ongoing under the arrangement subsequent to the first product approved in both the basal cell and Hedgehog.

 Response:

 The Company believes that its obligation to serve on the steering committee
will constitute a substantive performance obligation until such time as the first product candidates based on the Hedgehog antagonist technology receive FDA approval. The Company currently estimates that FDA regulatory approval for its current
Hedgehog antagonist product candidates under the collaboration will occur in June 2011, which is approximately eight years after the June 2003 initiation of the collaboration. The Company currently has two Hedgehog antagonist product candidates
under development. The first is a topically-applied Hedgehog antagonist for the treatment of basal cell carcinoma, which is currently in phase I clinical trials. The Company is also currently developing a systemically-administered Hedgehog
antagonist for the treatment of other solid tumors under the collaboration. This second compound is in pre-clinical development and the Company currently expects a Hedgehog antagonist for the treatment of other solid tumor cancers may enter clinical
testing in 2006.

 Although the Company is contractually
obligated to serve on the steering committee during any ongoing research and development, the Company believes that after the first two product candidates under the collaboration are FDA approved the Company’s steering committee service would
be inconsequential or perfunctory and would therefore not constitute a substantive performance obligation. The Company believes that its

 Securities and Exchange Commission

 November 23, 2005

 Page 4

involvement in the steering committees is presently a substantive performance obligation because the Company currently possesses greater knowledge and
understanding of its Hedgehog antagonist technology than Genentech and Genentech is currently utilizing the steering committee process as a means to gain a fuller understanding of this technology. The Company believes that by June 2011, the
estimated approval date for the first two product candidates, through the significant engagement of Genentech’s own resources in the development process, Genentech’s expertise in the Hedgehog antagonist technologies and the related
clinical development of these technologies will be as substantial as, if not greater than, that of the Company. By June 2011, the Company believes Genentech will have the required knowledge to singly develop any Hedgehog antagonist product candidate
without the need for Curis’ substantive involvement. Accordingly, the Company does not believe its service on the steering committee would thereafter constitute a substantive performance obligation.

 The Company cannot currently definitively conclude if there will be
follow-on topical or systemic Hedgehog antagonist compounds after its estimated first FDA approvals in June 2011, or if thereafter Genentech will test the first topical or systemic Hedgehog antagonist compounds that receive regulatory approval in
another cancer indication(s). However, as indicated above, the Company does not believe its steering committee service obligations with respect to such future product candidates would be substantive because Genentech could advance such compounds
without Curis’ involvement. The Company has further revised its disclosures in Section 4(a)(ii) of Note 4 (Research and Development Collaborations Entered Into prior to January 1, 2005) (“Note 4”), which is attached hereto
as Exhibit A, in order to clarify the basis for the estimates it has made with respect to the performance period.

5.
Base on our telephone conversation, we confirm our understanding that you plan to further revise your disclosure to clarify the following points:

a.
See the last paragraph on page A-1. You will clarify that you analyze multiple element arrangements, such as license and development arrangements, to determine whether the
deliverables, which often include a license and performance obligations such as research and steering committee services, can be separated or whether they must be account for as a single unit of accounting.

b.
 See the last paragraph on page A-2. You will clarify that if the Company is involved in a steering committee as part of a multiple element arrangement that is

 Securities and Exchange Commission

 November 23, 2005

 Page 5

accounted for as a single unit of accounting, the Company assesses whether its involvement constitutes a performance obligation or a right to participate.

c.
See the first paragraph on page A-9. You will clarify that you believe the clinical development and drug approval milestones under the Genentech June 2003 collaboration are
substantive milestones because they meet all of the conditions described in your policy.

 Response:

 In response to this comment, the Company has further revised its disclosures in Notes 1 and 4. The Company has attached such disclosures hereto as
Exhibit A. Please be advised that for purposes of the Company’s response to this comment as well as comment Nos. 3 and 4 above, the attached Exhibit A has been marked against the Exhibit A attached to the Company’s
response letter to the Staff dated November 9, 2005. The Company intends to include the revised Notes 1 and 4 in future filings.

 If you require any additional information, please telephone the undersigned at the telephone number indicated above.

Sincerely,

/s/ Cynthia T. Mazareas

Cynthia T. Mazareas

Cc:
Michael P. Gray

 Exhibit A

(1) REVENUE RECOGNITION

 During the third quarter of 2005, the Company updated its disclosure relating to its revenue recognition policies that were previously presented in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004. In addition, in the third quarter of 2005, the Company recorded adjustments identified during the preparation of the financial statements for the quarter to correct errors in
recording the fair value of shares issued in connection with our collaborations with Genentech and Wyeth. The shares were valued using a price based on a trailing average of closing prices, pursuant to the terms of the stock purchase agreements. The
Company has determined that it should have valued the shares using the quoted market price on the dates of issuance and, as a result, additional paid-in capital was understated and deferred revenues were overstated. The effects of these adjustments
was to increase additional paid-in-capital by $1,629,000, decrease noncurrent deferred revenue by $1,169,000 and to reverse $460,000 of revenue in the third quarter of 2005 to correct for the cumulative overstatement of revenues from June 2003
through June 30, 2005. The impact of these errors, if recorded in the periods to which they related, would not effect the net loss per share previously reported by the Company for any prior year or quarter, nor otherwise have a material impact
on previously reported financial information. In addition, the Company does not believe that the impact of these adjustments is material to the financial statements for the quarter ended September 30, 2005 or to the projected results of
operations for the year ending December 31, 2005.

 The Company’s
business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Company’s product candidates. The terms of the agreements
typically include non-refundable license fees, funding of research and development, payments based upon achievement of clinical development milestones and royalties on product sales. The Company follows the provisions of the Securities and Exchange
Commission’s Staff Accounting Bulletin (SAB) No. 104 (SAB No. 104), Revenue Recognition, Emerging Issues Task Force (EITF) Issue No. 00-21 (EITF 00-21), Accounting for Revenue Arrangements with Multiple Deliverables,
EITF Issue No. 99-19 (EITF 99-19), Reporting Revenue Gross as a Principal Versus Net as an Agent, and EITF Issue No. 01-9 (EITF 01-9), Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor’s Products).

 Non-refundable license fees are recognized as
revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the
license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include a license and performance obligations such as research and steering committee
services, can be separated or whether they must be accounted for as a single unit of accounting in accordance with EITF 00-21. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has
standalone value and the fair value of the undelivered performance obligations,

 A-1

typically including research or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be
determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have standalone value or (ii) have standalone value but the fair value of any of the undelivered performance
obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the
performance obligations are performed.

 Whenever the Company determines that an
arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using e

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

Via Facsimile and U.S. Mail
Mail Stop 6010

November 18, 2005

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Quarter Ended March 31, 2005

	File No.  000-30347

Dear Mr. Gray:

	We have reviewed the above referenced filings and your
November
9, 2005 response to our letter dated November 1, 2005, and have
the
following comments.  In our comments, we ask you to provide us
with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2003

Genentech Collaboration Accounting

1. Refer to comment 1.  We note you plan to revise your accounting
in
future periods.   From our telephone conversations, we understood
that the correction of this accounting policy had no impact on
historical periods.  Please tell us if our understanding is
correct.

2. We note that your proposed disclosure on page A-2 no longer
addresses how you account for a multiple element arrangement that
represents a single unit of accounting if that arrangement
contains
performance obligations that are not on a best efforts basis.  If
you
enter into such arrangements, please revise your proposed
accounting
policy disclosure to address them.
3. Refer to the discussion of substantive milestones on page A-3.
We
understood from telephone discussions with you that if a
performance
bonus does not meet the conditions described on page A-3, then the
resulting payment would not be considered a substantive milestone
and
therefore the resulting payment would be considered part of the
consideration for the single unit of accounting and recognized
over
that unit`s performance period using either the relative
performance
or straight-line methods, as applicable, described on page A-2.
We
also understood from those telephone discussions that if an
arrangement contained multiple performance bonuses and you
determined
that a performance bonus was not a substantive milestone, this
determination would prevent you from concluding that subsequent
performance bonuses were substantive milestones and as a result
those
performance bonuses would also be considered part of the
consideration for the single unit of accounting.  Please tell us
if
our understanding is correct and consider the need to clarify your
proposed disclosure.
4. We note from the revised disclosure that you propose on page A-
8
of your response that the performance period you use to recognize
revenue (i.e. June 2003 through June 2011) only includes Curis`
steering committee performance obligations as they relate to the
first product discovered for each of basal cell carcinoma and
Hedgehog.  However, we also note from the revised disclosure you
propose that the Genentech June 2003 Collaboration is not limited
to
the first product discovered for each of basal cell and Hedgehog,
but
also covers other drugs and that Curis` steering committee
performance obligations extend beyond the first product discovered
for each of basal cell and Hedgehog.  Because Curis has asserted
that
its participation in the steering committee is a right to
participate
and not an obligation to participate only when a drug is in the
manufacturing and selling phase, please clarify for us why the
performance period would exclude Curis` obligation to participate
in
the steering committee while research and development is ongoing
under the arrangement subsequent to the first product approved in
both the basal cell and Hedgehog.
5. Based on our telephone conversation, we confirm our
understanding
that you plan to further revise your disclosure to clarify the
following points:
a. See the last paragraph on page A-1.  You will clarify that you
analyze multiple element arrangements, such as license and
development arrangements, to determine whether the deliverables,
which often include a license and performance obligations such as
research and steering committee services, can be separated or
whether
they must be accounted for as a single unit of accounting.

b. See the last paragraph on page A-2.  You will clarify that if
the
Company is involved in a steering committee as part of a multiple
element arrangement that is accounted for as a single unit of
accounting, the Company assesses whether its involvement
constitutes
a performance obligation or a right to participate.
c. See the first paragraph on page A-9.  You will clarify that you
believe the clinical development and drug approval milestones
under
the Genentech June 2003 collaboration are substantive milestones
because they meet all of the conditions described in your policy.

*    *    *    *

      	Please respond to the comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.

	You may contact Joseph Roesler, Staff Accountant, at (202)
551-
3628 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant

??

??

??

??

Michael P. Gray
Curis, Inc.
November 18, 2005
Page 3

</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

SEC RESPONSE LETTER

 VIA FACSIMILE

 November 9, 2005

 Securities and Exchange Commission

 Division of Corporation Finance

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, DC 20549

Attention:

Joseph Roesler

Re:
Curis, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (“Form 10-K”)

Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

File No. 000-30347

 Dear Mr. Roesler:

 On behalf of Curis,
Inc. (“Curis” or the “Company”), set forth below are the Company’s responses to comments contained in a letter dated November 1, 2005 (the “November Letter”) from Jim B. Rosenberg, of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray, Vice President of Finance and Chief Financial Officer of Curis relating to the Company’s Form 10-K and Form 10-Q. The
response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The response is keyed to the numbering of the comments in the November Letter and to the headings used in the November Letter.

 Form 10-K for the year ended
December 31, 2003

 Genentech
Collaboration Accounting

1.
We have read your response to comment 1. For the reasons cited in our October 26, 2005 conference call we continue to believe the income classification guidance in EITF 01-9
cited in your September 28, 2005 response does not provide a sufficient basis to offset income statement debits against deferred revenue. Please provide revised disclosures in disclosure-type format so we may evaluate your proposed disclosures.

 Response:

 In response to this comment, the Company intends to revise its accounting in
future periods under EITF 01-9 for revenue generating arrangements

 Securities and Exchange Commission

 November 9, 2005

 Page 2

where the Company, as a vendor, provides consideration to a licensor or collaborator, as a customer. Accordingly, the Company intends to revise the related
disclosures in the notes to its financial statements in future filings and, specifically, has attached to this letter as Exhibit A the proposed revised disclosures for Note 1 (Revenue Recognition) (“Note 1”) and Note 4
(Research and Development Collaborations Entered Into Prior to January 1, 2005) (“Note 4”). Specifically, the Company has further revised the second to last paragraph in Note 1 and has also included a similar disclosure in the last
paragraph of the “Accounting Summary” section of Note 4(a).

 Please be advised that for purposes of the Company’s response to this comment as well as comment Nos. 2 and 5 below, the attached Exhibit A has been marked against the Exhibit A attached to the
Company’s response letter to the Staff dated September 23, 2005.

2.
We have read the proposed revenue recognition disclosures in your response to comment 6 and based on the October 26, 2005 conference call we understand you are drafting new
disclosures on revenue recognition to better clarify in what circumstances you use the relative performance method, the straight line method, the deliverable method and the substantive milestone method. We will re-evaluate your policy once we
receive your proposed disclosures.

 Response:

 In response to this comment, the Company has further
revised its revenue recognition disclosures in Note 1. The Company has attached as Exhibit A the proposed revised disclosures to Note 1.

3.
In your response to comment 4 you stated that you will provide us a SAB 99 analysis. We will evaluate your response and your proposed disclosures once we receive your SAB 99
analysis.

 Response:

 In response to this comment, the Company has supplementally provided to the
Staff its SAB 99 analysis of the materiality of its error in recording $4.0 million in maintenance fees as receivables and deferred revenue at the outset of the Genentech collaboration in June 2003.

4.
 We have read your response to comment 5 and we are unable to concur with you that taking an approximately 37% discount of the quoted market price is appropriate. We
believe the quoted market price of the common stock on the EITF 96-18 measurement date is the best evidence of the value of stock. We also believe that restrictions imposed do not provide a basis for valuing the stock at a price other than the
quoted market price

 Securities and Exchange Commission

 November 9, 2005

 Page 3

and we do not believe the example provided in your response is comparable to the fact pattern presented. Please advise.

 Response:

 After further consideration of the Staff’s comment and our discussion
during the October 26, 2005 conference call, the Company has now determined that it will modify its accounting for the sale of common stock to Genentech and Wyeth so that it is based on the quoted market prices as of the respective transaction
dates. As a result of this determination, the Company has supplementally provided to the Staff its SAB 99 analysis of the materiality of its errors in recording the common stock sales to Genentech and Wyeth based upon a trailing average closing
price rather than the quoted market price on the date of sale.

 Also as a result of this determination, the Company intends to revise the related disclosures in the notes to its financial statements in future filings and, specifically, has revised the disclosures in Note 4(a)(i) and (ii) and
4(c)(i) and (ii) set forth in Exhibit A attached hereto

5.
We have read the proposed disclosures in your response to comment 8. We refer to the Genentech accounting summary disclosures in which you state that the “second $2,000,000
maintenance payment was eliminated as part of an amendment.” The term “eliminated” seems to imply that the receivable was written-off when in fact it was replaced with another amount per the amendment. Please provide revised
disclosure in disclosure-type format so we may evaluate your proposed disclosures.

 Response:

 In response to this comment, the Company has revised the disclosures in Note 4(b) to remove the word “eliminated” from its revenue
recognition disclosure and to clarify that the second $2,000,000 maintenance payment due under the June 2003 arrangement was replaced by a $2,000,000 payment made to the Company for research services in December 2004 with no economic impact arising
from the replacement f one payment for the other. The Company has attached the proposed revised disclosures for Note 4(b) to this letter as Exhibit A.

 If you require any additional information, please telephone the undersigned at the telephone number indicated above.

 Securities and Exchange Commission

 November 9, 2005

 Page 4

 Please be advised that it is the Company’s intention to include the updated disclosures set forth in Exhibit A
and the other modifications to its financial statements in its Quarterly Report on Form 10-Q for the Quarter ended September 30, 2005, which the Company is required to file with the SEC on or before November 9, 2005. Accordingly, the
Company would appreciate the opportunity to review any further comments or revisions with the Staff at its earliest convenience prior to such filing.

Sincerely,

/s/    CYNTHIA T.
MAZAREAS

Cynthia T. Mazareas

Cc:
Michael P. Gray

 Exhibit A

(1) REVENUE RECOGNITION

 During the third quarter of 2005, the Company updated its disclosure relating to its revenue recognition policies that were previously presented in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2004. In addition, in the third quarter of 2005, the Company recorded adjustments identified during the preparation of the financial statements for the quarter to correct errors in recording the fair value of shares issued in
connection with our collaborations with Genentech and Wyeth. The shares were valued using a price based on a trailing average of closing prices, pursuant to the terms of the stock purchase agreements. The Company has determined that it should have
valued the shares using the quoted market price on the dates of issuance and, as a result, additional paid-in capital was understated and deferred revenues were overstated. The effects of these adjustments was to increase additional paid-in-capital
by $1,629,000, decrease noncurrent deferred revenue by $1,169,000 and to reverse $460,000 of revenue in the third quarter of 2005 to correct for the cumulative overstatement of revenues from June 2003 through June 30, 2005. The impact of these
errors, if recorded in the periods to which they related, would not effect the net loss per share previously reported by the Company for any prior year or quarter, nor otherwise have a material impact on previously reported financial information. In
addition, the Company does not believe that the impact of these adjustments is material to the financial statements for the quarter ended September 30, 2005 or to the projected results of operations for the year ending December 31, 2005.

 The Company’s business strategy includes entering into collaborative
license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Company’s product candidates. The terms of the agreements typically include non-refundable license fees, funding
of research and development, payments based upon achievement of clinical development milestones and royalties on product sales. The Company follows the provisions of the Securities and Exchange Commission’s Staff Accounting Bulletin (SAB)
No. 104 (SAB No. 104), Revenue Recognition, Emerging Issues Task Force (EITF) Issue No. 00-21 (EITF 00-21), Accounting for Revenue Arrangements with Multiple Deliverables, EITF Issue No. 99-19 (EITF 99-19), Reporting
Revenue Gross as a Principal Versus Net as an Agent, and EITF Issue No. 01-9 (EITF 01-9), Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).

 Non-refundable license fees are recognized as revenue when the Company has a contractual
right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the license agreement. Multiple element
arrangements, such as license and development arrangements are analyzed to determine whether the elements, the license and the performance obligations, can be separated or whether they must be accounted for as a single unit of accounting in
accordance with EITF 00-21. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has standalone value and the fair value of the undelivered performance obligations, typically including research
or steering committee services, can be determined.

If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the
license is considered to either (i) not have standalone value or (ii) have standalone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single
unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed.

 Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period
over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method
provided that the Company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time
equivalents are typically used as the measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon
achievement of substantive milestones, by the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the
cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period.

 If the Company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement and the
performance obligations are provided on a best-efforts basis, then the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line
basis over the period the Company expects to complete its performance obligations. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line
basis, as of the period ending date.

 Significant management judgment is
required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. In addition, if the Company is involved in a steering committee
under a research arrangement, the Company assesses whether its involvement constitutes a performance obligation or a right to participate. Steering committee services that are not inconsequential or perfunctory and that are determined to be
performance obligations are combined with other research services or performance obligations required under an arrangement, if any, in determining the level of effort required in an arrangement and the period over which the Company expects to
complete its aggregate performance obligations.

 A-2

 Collaboration agreements may also contain substantive milestones. Substantive milestone payments are considered to be
performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions are met:

•

the milestone payments are non-refundable;

•

achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement;

•

substantive effort is involved in achieving the milestone;

•

the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and,

•

a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment.

 Determination as to whether a milestone meets the aforementioned
conditions involves management’s judgment. If any of these conditions are not met, the milestone payment would not be considered a substantive milestone, and the resulting payment would be recognized as revenue as such performance obligations
are performed under either the relative performance or straight-line methods, as applicable, and in accordance with these policies as described above.

 Reimbursement of costs is recognized as revenue provided the provisions of EITF 99-19 are met, the amounts are determinable, and collection of the related receivable is
reasonably assured.

 Royalty revenue is recognized upon the sale of the related
products, provided that the royalty amounts are fixed or determinable, collection of the related receivable is reasonably assured and the Company has no remaining performance obligations under the arrangement. If royalties are received when the
Company has remaining performance obligations, the royalty payments would be attribute

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

Via Facsimile and U.S. Mail
Mail Stop 6010

November 1, 2005

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Quarter Ended March 31, 2005

	File No.  000-30347

Dear Mr. Gray:

	We have reviewed the above referenced filings and your
September
28, 2005 response to our August 22, 2005 letter, as well as our
teleconference call on October 26, 2005 and have the following
comments.  In our comments, we ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2003

Genentech Collaboration Accounting

1. We have read your response to comment 1.  For the reasons cited
in
our October 26, 2005 conference call we continue to believe the
income classification guidance in EITF 01-9 cited in your
September
28, 2005 response does not provide a sufficient basis to offset
income statement debits against deferred revenue.  Please provide
revised disclosures in disclosure-type format so we may evaluate
your
proposed disclosures.

2. We have read the proposed revenue recognition disclosures in
your
response to comment 6 and based on the October 26, 2005 conference
call we understand you are drafting new disclosures on revenue
recognition to better clarify what circumstances you use the
relative
performance method, the straight line method, the deliverable
method
and the substantive milestone method.  We will re-evaluate your
policy once we receive your proposed disclosures.

3. In your response to comment 4 you stated that you will provide
us
a SAB 99 analysis.  We will evaluate your response and your
proposed
disclosures once we receive your SAB 99 analysis.

4. We have read your response to comment 5 and we are unable to
concur with you that taking an approximately 37% discount of the
quoted market price is appropriate.  We believe the quoted market
price of the common stock on the EITF 96-18 measurement date is
the
best evidence of the value of stock.  We also believe that
restrictions imposed do not provide a basis for valuing the stock
at
a price other than the quoted market price and we do not believe
the
example provided in your response is comparable to the fact
pattern
presented.    Please advise.

5. We have read the proposed disclosures in your response to
comment
8.  We refer to the Genentech accounting summary disclosures in
which
you state that the "second $2,000,000 maintenance payment was
eliminated as part of an amendment."  The term "eliminated" seems
to
imply that the receivable was written-off when in fact it was
replaced with another amount per the amendment.  Please provide
revised disclosure in disclosure-type format so we may evaluate
your
proposed disclosures.

*    *    *    *

      	Please respond to the comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.

      	You may contact Joseph Roesler, Staff Accountant, at
(202)
551-3628 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant

??

??

??

??

Michael P. Gray
Curis, Inc.
November 1, 2005
Page 2

</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

Response Letter

 WILMER CUTLER PICKERING

     HALE AND DORR LLP

Cynthia T. Mazareas

 60 STATE STREET

 BOSTON, MA
02109

 +1 617 526 6393

 +1 617 526 5000 fax

 cynthia.mazareas@wilmerhale.com

 September 28, 2005

 Pursuant to Regulation §200.83 (Rule 83) of the Freedom of Information Act, this letter omits confidential information included in the unredacted version of this
letter delivered to the Securities and Exchange Commission, Division of Corporation Finance. Asterisks denote such omissions.

 BY ELECTRONIC SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Joseph Roesler

Re:
Curis, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (“Form 10-K”)

Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

File No. 000-30347

 Dear Mr. Roesler:

 On behalf of Curis, Inc. (“Curis” or the “Company”), set forth below are the responses to comments contained in a letter dated August 22, 2005
(the “August Letter”) from Jim B. Rosenberg, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray, Vice President of Finance and Chief Financial
Officer of Curis relating to the Company’s Form 10-K and Form 10-Q. The response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The response is keyed to the numbering of the
comments in the August Letter and to the headings used in the August Letter.

 Form 10-K for the year ended December 31, 2003

 Genentech Collaboration Accounting

 BALTIMORE

BEIJING

BERLIN

BOSTON

BRUSSELS

LONDON

MUNICH

 NEW YORK

NORTHERN VIRGINIA

OXFORD

PALO ALTO

WALTHAM

WASHINGTON

 Securities and Exchange Commission

 September 28, 2005

 Page 2

1.
We have evaluated your June 20, 2005 response 3 as it relates to your policy of charging the excess of costs incurred over cumulative revenues recognized against deferred
revenue. The effect of this policy appears to be to accelerate the timing of revenue recognition such that incurred costs have no impact on the income statement in the period in which they are incurred. It does not appear that the income
characterization guidance in EITF 01-9 provides a basis for changing the timing of revenue recognition. Please advise.

 Response:

 The
Company respectfully notes your comment and the additional factors discussed during the Company’s teleconferences with the Staff on August 9, 2005 and August 18, 2005.****************************************************

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 The Company supplementally notes that the Company’s policy was not intended to accelerate revenue recognition. Rather, it was the Company’s
interpretation of the guidance in EITF 01-9 with respect to how a reduction in selling price, resulting from its payments to Genentech, should be reflected in its financial statements.

2.
In our telephone conferences on August 9, 2005 and August 18, 2005, you indicated that you recognize the $4 million in maintenance fees over the performance period. Please
help us understand why each of the maintenance fees does not represent a substantive milestone.

 Securities and Exchange Commission

 September 28, 2005

 Page 3

 Response:

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 More specifically, the June 2003 Genentech agreement provided
for a $5 million up-front fee, two $2 million maintenance fee payments payable in June 2004 and June 2005, respectively, milestone payments on the achievement of specified clinical developmental and drug approval objectives and royalties on product
sales. The maintenance fee payments, while generally associated with the research and development services to be provided through 2005 and the steering committee obligations, are not specifically tied to the achievement of any developmental
objectives.

 In addition, the maintenance fee payments were
contractually committed provided only that Genentech did not terminate the agreement during the first two years of the arrangement as the result of an uncured breach of any material term of the agreement by the Company (or due to the Company’s
insolvency). *****

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 Securities and Exchange Commission

 September 28, 2005

 Page 4

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3.
Please analyze for us why it is appropriate to treat the December 2004 amendment as an arrangement separate and apart from the June 2003 arrangement rather than as a modification of
the June 2003 arrangement. We understand from our telephone conferences on August 9, 2005 and August 18, 2005 that the December 2004 amendment was not contemplated at the time the June 2003 arrangement was entered into and therefore given
the time elapsed between the June 2003 arrangement and its amendment you do not believe that the presumption in EITF 00-21, paragraph 2 has been met. However, we also note that the December 2004 amendment appears to change the rate per full time
equivalent implicit in the June 2003 arrangement through the acceleration of the $2 million cash payment originally due in June 2005. That is, the December 2004 amendment appears to modify the June 2003 arrangement rather than provide for
incremental services. In these circumstances, it is unclear why the December 2004 amendment is accounted for as a unit of accounting separate and apart from the June 2003 single unit of accounting. In addition, please clarify to us what role the
joint steering committee has in the additional eight full-time equivalents provided in the December 2004 amendment.

 Response:

 The
Company respectfully notes your comment. **********

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 EITF 00-21 provides guidance relating to the separability of
deliverables included in an arrangement that obligates a vendor to provide more than one product or service (and that is not subject to the scope of other specific accounting literature). Paragraph 2 of EITF 00-21 states that “separate
contracts with the same entity or related parties that are entered into at or near the same time are presumed to have been negotiated as a package and should, therefore, be evaluated as a single arrangement in considering whether there are one or
more units of accounting. That presumption may be overcome if there is sufficient evidence to the contrary.”

 Pursuant to the original June 2003 agreement, in exchange for the license and the research and steering committee services, Genentech paid a $5 million
up-front license payment and agreed to pay a total of $4 million in maintenance fees. ************

 Securities and Exchange Commission

 September 28, 2005

 Page 5

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 Pursuant to the terms of the June 2003 collaboration, during the initial two-year term of the research program, the Company agreed to assign no fewer than eight FTEs to the program. During the period from June 2003
until June 2004, the Company dedicated FTEs in excess of the minimum eight FTE requirement in order to build preclinical data that the Company expected would increase the likelihood of the successful preclinical development of the technology under
the collaboration. After the conclusion of the first year of the collaboration, the Company asked Genentech to pay for an additional eight FTEs, in return for which the Company would provide research services and xenograft tumor samples to Genentech
on a best-efforts basis (not subject to any acceptance criteria) through June 2005. These xenograft tumor samples are a by-product of the research services and consist of primary human tumor samples that have been implanted and grown in mouse
models. In anticipation of the execution of a formal written agreement, the Company committed an additional eight FTEs to the program beginning in June 2004. On December 20, 2004, the Company and Genentech entered into the expected amendment to
the June 2003 collaboration agreement. Genentech agreed to fund sixteen FTEs at a rate of $250,000 per year per FTE from June 2004 until June 2005, for a total of $4 million. Under the original agreement, during the second year of the collaboration,
the Company was obligated to dedicate 8 FTEs to the collaboration and Genentech would have paid the Company $2 million (which implies a per-FTE rate of $250,000 that is equal to the per-FTE rate included in the amendment). Genentech agreed to pay $2
million in December 2004 and eliminated the $2 million maintenance fee that was due in June 2005 under the original arrangement. In substance, the amendment provided an additional $2.1 million of funding to the Company (including $250,000 for each
of eight incremental FTEs plus $100,000 for the xenograft tumor samples) during the period of June 2004 through June 2005.

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 Securities and Exchange Commission

 September 28, 2005

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 The eight incremental FTEs are supporting the objectives of the research program under the direction of the steering
committee.

4.
In our telephone conferences on August 9, 2005 and August 18, 2005 you indicated that you recognized the right to receive $4 million in maintenance fees as a financial
asset on the date the June 2003 agreement was signed. You indicated that you believed these fees represented deferred payments contingent solely on the expiration of time because the contract did not explicitly link these fees to any particular
performance under the contract. You also indicated that if Curis failed to provide the services specified in the June 2003 arrangement that Curis would not be entitled to the $4 million maintenance fee notwithstanding the absence of an explicit link
between these performance provisions and the $4 million in maintenance fees. Under these circumstances, it is unclear why you believe the right to receive $4 million in maintenance fees represents a financial asset on the date the June 2003
agreement was signed. Please advise.

 Response:

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5.
 We note from your disclosures on page 70 of your December 31, 2004 Form 10-K that you sold 1,323,835 shares of common stock to Genentech for $3.5 million on
June 11, 2003 as partial consideration for the rights and licenses granted to Genentech under the Collaboration Agreement. We also understand from our telephone conference on August 9, 2005 that the $2.644 purchase price of the common
stock sold to Genentech was based on the average closing share price for 30 trading days preceding June 11, 2003, which you believe approximates fair value. Since the common stock was issued as part of a transaction to sell goods or services to
Genentech, it appears that such issuance should be measured and recognized in accordance with EITF 96-18 and classified in accordance with EITF 01-9. Please give us your analysis of both the requirement under EITF 96-18/Statement 123 to use the
quoted market price of the common stock if the common stock is more reliably measurable and the discussion prior to example 4 in EITF 01-9, Exhibit 01-9B. In your analysis, please reconcile the value you attributed to the common stock with the
quoted market price of the common stock on the EITF 96-18 measurement date. If you believe the difference between the $3.5 million value you attributed to the common stock and the fair value of that common stock dete

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

Via Facsimile and U.S. Mail
Mail Stop 6010

August 22, 2005

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Quarter Ended March 31, 2005

	File No.  000-30347

Dear Mr. Gray:

	We have reviewed the above referenced filings and your June
20,
2005 response to our letter dated June 7, 2005, as well as, our
teleconference calls on August 9, 2005 and August 18, 2005, and
have
the following comments.  In our comments, we ask you to provide us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2003

Genentech Collaboration Accounting

1. We have evaluated your June 20, 2005 response 3 as it relates
to
your policy of charging the excess of costs incurred over
cumulative
revenues recognized against deferred revenue.  The effect of this
policy appears to be to accelerate the timing of revenue
recognition
such that incurred costs have no impact on the income statement in
the period in which they are incurred.  It does not appear that
the
income characterization guidance in EITF 01-9 provides a basis for
changing the timing of revenue recognition.  Please advise.
2. In our telephone conferences on August 9, 2005 and August 18,
2005, you indicated that you recognize the $4 million in
maintenance
fees over the performance period.  Please help us understand why
each
of the maintenance fees does not represent a substantive
milestone.
3. Please analyze for us why it is appropriate to treat the
December
2004 amendment as an arrangement separate and apart from the June
2003 arrangement rather than as a modification of the June 2003
arrangement.  We understand from our telephone conferences on
August
9, 2005 and August 18, 2005 that the December 2004 amendment was
not
contemplated at the time the June 2003 arrangement was entered
into
and therefore given the time elapsed between the June 2003
arrangement and its amendment you do not believe that the
presumption
in EITF 00-21, paragraph 2 has been met.  However, we also note
that
the December 2004 amendment appears to change the rate per full
time
equivalent implicit in the June 2003 arrangement through the
acceleration of the $2 million cash payment originally due in June
2005.  That is, the December 2004 amendment appears to modify the
June 2003 arrangement rather than provide for incremental
services.
In these circumstances, it is unclear why the December 2004
amendment
is accounted for as a unit of accounting separate and apart from
the
June 2003 single unit of accounting.  In addition, please clarify
to
us what role the joint steering committee has in the additional
eight
full-time equivalents provided in the December 2004 amendment.
4. In our telephone conferences on August 9, 2005 and August 18,
2005
you indicated that you recognized the right to receive $4 million
in
maintenance fees as a financial asset on the date the June 2003
agreement was signed.  You indicated that you believed these fees
represented deferred payments contingent solely on the expiration
of
time because the contract did not explicitly link these fees to
any
particular performance under the contract.  You also indicated
that
if Curis failed to provide the services specified in the June 2003
arrangement that Curis would not be entitled to the $4 million
maintenance fee notwithstanding the absence of an explicit link
between these performance provisions and the $4 million in
maintenance fees.  Under these circumstances, it is unclear why
you
believe the right to receive $4 million maintenance fees
represents a
financial asset on the date the June 2003 agreement was signed.
Please advise.
5. We note from your disclosures on page 70 of your December 31,
2004
Form 10-K that you sold 1,323,835 shares of common stock to
Genentech
for $3.5 million on June 11, 2003 as partial consideration for the
rights and licenses granted to Genentech under the Collaboration
Agreement.  We also understand from our telephone conference on
August 9, 2005 that the $2.644 purchase price of the common stock
sold to Genentech was based on the average closing share price for
30
trading days preceding June 11, 2003, which you believe
approximates
fair value.  Since the common stock was issued as part of a
transaction to sell goods or services to Genentech, it appears
that
such issuance should be measured and recognized in accordance with
EITF 96-18 and classified in accordance with EITF 01-9.  Please
give
us your analysis of both the requirement under EITF 96-
18/Statement
123 to use the quoted market price of the common stock if the
common
stock is more reliably measurable and the discussion prior to
example
4 in EITF 01-9, Exhibit 01-9B.  In your analysis, please reconcile
the value you attributed to the common stock with the quoted
market
price of the common stock on the EITF 96-18 measurement date.  If
you
believe the difference between the $3.5 million value you
attributed
to the common stock and the fair value of that common stock
determined using the quoted marked price of a share of the common
stock on the 96-18 measurement date is not material please provide
us
your SAB 99 analysis. In this regard, the apparent absence of any
disclosure about an identifiable benefit, as that term is used in
EITF 01-9, appears to suggest that the common stock issued
represents
a sales incentive.  It also appears that the common stock is more
reliably measurable than the sales incentive given, but it appears
that the $3.5 million fair value is not based on the quoted market
price of the common stock on the EITF 96-18 measurement date.
6. See your revenue recognition policy in Note 1.  Please clarify
in
your disclosure:
* How you distinguish between milestones and services in a single
unit of accounting.
* What "the remainder" is.
* How your accounting on the Genentech arrangement for the $4
million
maintenance fees ratably over the performance period reconciles
with
your accounting policy disclosure in Note 1 that indicates you
recognize such fees based on expected total labor hours for the
service.
7. In Note 1, you state that you assess proportional performance
of
services in some circumstances based on the ratio of costs
incurred
to date to total costs to be incurred under the related contract.
Please help us understand why you believe cost is an output
measure.
If cost is an input measure, please help us understand by
reference
to specific authoritative literature why you believe use of an
input
measure to assess proportional performance for a service contract
is
appropriate.

Disclosures
8. Based on our telephone conferences on August 9, 2005 and August
18, 2005 we believe additional disclosures are necessary to
provide
better transparency into your business.  Please provide us the
following information in disclosure-type format to help us
evaluate
the adequacy of your disclosure:

* Separately present royalty revenue and license fee revenue on
the
face of the Consolidated Statement of Operations and Comprehensive
Loss.
* Disclose your accounting policy for characterizing in the income
statement sales incentives and other consideration given to your
customers.  Refer to EITF 01-9.
* Ensure that the material facts of and accounting for each of the
collaborations disclosed in Note 4 are disclosed.  For example, in
telephone conferences with us, you indicated that the $4 million
maintenance fees were recorded as financial assets on June 11,
2003.
You also indicated that in exchange for the exercise of the co-
development option, you gave up your right to certain US
milestones.
We are unable to locate disclosure to this effect in Note 4.
* Clarify why you believe it is appropriate in the Genentech
agreement to record the revenue over the period of the steering
committee services instead of the research and development period.
Clarify your obligations under the steering committee and the
composition of the steering committee.
* Clarify the reasons no accounting treatment was given to the
option
exercised in the June 2003 agreement.  In this regard, we note
that
only Curis could exercise the option and that there was no
deliverable under EITF 00-21.
* For each collaboration agreement disclosed in Note 4, please
disclose the following:
* Whether the arrangement represents a single unit of accounting
or
multiple unit of accounting.  If it is a single unit of
accounting,
identify the unique attributes of the collaboration that support
this
conclusion.  If there are multiple units of accounting, identify
them.  For each collaboration, ensure that it is clear from the
disclosure in Notes 1 and 4 how you are accounting for each unit
of
accounting.
* What the performance period is and how it was determined.
* Whether the milestones are substantive or whether they are
recognized proportionally.
* Whether consideration was given to the collaborator and if so,
how
you accounted for and characterized this consideration in the
income
statement.
Please provide to us your revised disclosures.

*    *    *    *

      	Please respond to the comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides
requested information.  Detailed letters greatly facilitate our
review.  Please file 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 filings to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

      You may contact Joseph Roesler, Staff Accountant, at (202)
551-
3628 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								For Jim B. Rosenberg
								Senior Assistant Chief
Accountant

??

??

??

??

Michael P. Gray
Curis, Inc.
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Response Letter

 [LETTERHEAD OF WILMER CUTLER PICKERING
HALE AND DORR LLP APPEARS HERE]

VIA FACSIMILE

 June 20, 2005

 Securities and Exchange Commission

 Division of Corporate Finance

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention:    Joseph Roesler

Re:

Curis, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004 (“Form 10-K”)

Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

File No. 000-30347

 Dear Mr. Roesler:

 On behalf of Curis, Inc. (“Curis” or the “Company”), set forth below are
the responses to comments contained in a letter dated June 7, 2005 (the “Letter”) from Jim B. Rosenberg, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray,
Vice President of Finance and Chief Financial Officer of Curis relating to the Company’s Form 10-K and Form 10-Q. The response contained herein is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The
response is keyed to the numbering of the comments in the Letter and to the headings used in the Letter.

 Form 10-K for the fiscal year ended December 31, 2004

 Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations

 Contractual Obligations, page 41

1.
We note from your disclosures in Note 11(b) of your consolidated financial statements that you are obligated to pay license fees, royalties and milestones. Please assess whether
these payments meet the criteria as a purchase obligation, and if these payments should be shown in the contractual obligations table pursuant to Item 303(a)(5) of Regulation S-K, tell us why you have neither included them in the table nor in a
discussion in the liquidity and capital resource section of the MD&A. Please refer to Financial Reporting Release 72, section IV.

 Securities and Exchange Commission

 June 20, 2005

 Page 2

Response:

The Company does not have any fixed and determinable known material contractual obligations that constitute “purchase obligations” within the meaning of Item 305(a)(5) of Regulation
S-K, other than any known contractual commitments that are currently disclosed. We note that the known contractually committed license payments that are referred to in footnote 11(b) of the Financial Statements have been set forth under the heading
“Licensing Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations” (the “Table”). The Company has determined to not include in the Table any
milestone and royalty amounts that it may be required to pay to its licensees in future periods inasmuch as the amount and timing of any such payments, if any, is currently unknown. Such payments are contingent upon the achievement of specified
research, development and commercialization objectives, the achievement of which is highly uncertain. The uncertain nature of any such future payments is due, in part, to the preclinical stage of development of each of the licensed
technologies.

In response to the Staff’s comment, in future filings the Company intends to include both a footnote to “Management’s Discussion and Analysis of Financial Condition and Results
of Operations - Contractual Obligations” and further discussion in the “Liquidity and Capital Resources” section to the effect that in the future the Company may owe royalties and other contingent payments to its licensees based on
the achievement of developmental milestones, product sales and specified other objectives.

 Consolidated Financial
Statements

 Notes to Consolidated Financial Statements

 (11) Commitments

 (b) License Agreements, page 79

2.
Please tell us how recording an accrual for scientific and clinical milestones over the period that the work required to meet the milestone is completed is consistent with SFAS 5.
It would appear that management’s best estimate of the accrual should be recorded at the point and time the milestone is probable and estimable. If the milestone relates to FDA approval, please tell us how management is able to determine that
the milestone is probable.

Response:

 In response to the Staff’s comment, in future filings the Company intends to revise this disclosure to state that expenses related
to

 Securities and Exchange Commission

 June 20, 2005

 Page 3

scientific and clinical milestones will be accrued at the point in which achievement of the milestone is probable and the amount can be estimated in accordance with SFAS 5, which is the
Company’s policy as it relates to these expenses. All expenses incurred by the Company related to scientific and clinical milestones since its inception were recorded at the point in which the milestone became probable and the amount could be
estimated. To date, the Company has not incurred any material milestone expenses related to either scientific or clinical development milestones.

In response to the Staff’s comment regarding management’s ability to determine that milestone expenses are probable if such milestone is based on FDA approval, the Company notes
that no milestone expenses have been incurred to date by the Company that have been tied to FDA approval. Further, should future milestone expenses be based on FDA approval, the Company expects that it would not consider such milestone probable
until FDA approval had been obtained.

 Form 10-Q for the Quarter Ended
March 31, 2005

 Notes to Condensed Consolidated Financial
Statements

 3. Genentech Collaboration Accounting

3.
We have the following comments related to your collaboration arrangement with Genentech:

•

Please tell us why you believe EITF 01-09 is the appropriate literature to account for the amount reimbursable to Genentech for research and development costs incurred by Genentech.

•

Please clarify to us why the excess of costs incurred over the cumulative revenues recognized is first charged against deferred revenue. It is not clear why incurring costs above
the cumulative revenue recognized is the completion of the earning process.

•

Please tell us your consideration of EITF 99-19 and EITF 00-21 in regards to the arrangement with Genentech. In addressing EITF 99-19, please provide to us your analysis of each
criteria within EITF 99-19, who the primary obligor is in this arrangement and who the customer is in the arrangement. In addressing EITF 00-21, please provide to us your evaluation of the separate units of accounting at inception and at the point
that each item in the arrangement is delivered.

 Securities and Exchange Commission

 June 20, 2005

 Page 4

Response:

Set forth below is the corresponding response to each of the bulleted items in the Staff’s comment.

•

Paragraph 1 of EITF 01-09 states that it addresses the accounting for consideration given by a vendor to a customer and applies to vendors that derive revenue from sales of services or
products. On June 11, 2003, the Company entered into a Collaborative Research, Development and License Agreement with Genentech (the “License Agreement”) pursuant to which the Company licensed its hedgehog (“Hh”) antagonist
technologies to Genentech, agreed to provide research services for two years and also agreed to participate in a joint steering committee through the period of development of the technologies. The Company received $9 million from Genentech, which it
has been recognizing over the performance period that it will be providing services to Genentech (see EITF 00-21 discussion below). Because the Company is deriving revenue from the sale of the license and services to Genentech, the Company has
considered Genentech to be a customer.

In January 2005, the Company exercised an option to co-develop with Genentech a basal cell carcinoma (“BCC”) product candidate that is based upon one of the Company’s Hh
antagonist technologies. Pursuant to the co-development arrangment, the Company and Genentech will share equally in the U.S. costs and profits, if any, of the BCC product candidate. Other than the Company’s participation on the co-development
steering committee, Genentech is managing all aspects of the BCC development program and is incurring all costs. Genentech subsequently invoices the Company for its equal share of these development costs and the Company has made payments to
Genentech in satisfaction of these invoices. These payments were considered by the Company to be within the scope of EITF 01-09 because they are payments to a customer and did not meet any of the scope exceptions outlined in paragraph 7 of EITF
01-09. The Company considered the guidance in Issue 1 of EITF 01-09, specifically whether the benefit received by the Company from Genentech (i.e., the BCC development services provided by Genentech) was separable from the Hh antagonist license and
services sold to Genentech and, if so, whether the fair value of those services provided by Genentech could be estimated, as discussed in paragraphs 9a and 9b of EITF 01-09. The Company concluded that the benefit received could not be separated from
the license and services sold to Genentech. The

 Securities and Exchange Commission

 June 20, 2005

 Page 5

benefit the Company will receive for paying 50% of Genentech’s development costs is a 50% share of the profits if and when the BCC technology is ultimately commercialized; such profits
can not be separated from the BCC license that was sold to Genentech. Therefore, the amounts paid to Genentech under the co-development arrangement have been treated as a reduction of revenue.

•

By electing to fund 50% of Genentech’s BCC development costs, the Company believes it is effectively refunding the $9 million of up-front payments received from Genentech in order to fund
the Company’s 50% share of the first $18 million of Genentech’s BCC development expenses. The Company believes that receiving $9 million in payments from Genentech and subsequently funding 50% of the first $18 million of Genentech’s
development costs is economically the same as receiving no payments from Genentech; Genentech funding the first $18 million of BCC development costs; and then costs in excess of $18 million being split 50/50 between the Company and Genentech. In the
latter situation, the Company would have recorded no revenue and would incur no expense until Genentech incurred in excess of $18 million of BCC development expenses; prior to which point the Company would have no obligations to provide funding of
the BCC development. The Company believes its treatment of the amounts repaid to Genentech should result in the same accounting outcome on a cumulative basis. This is achieved by treating the payments to Genentech first as a reversal of previously
recorded revenue and next as a reduction of any deferred revenue remaining from the payments received from Genentech. Once cumulative revenue is reduced to zero and the deferred revenue is eliminated, subsequent payments to Genentech should be
recorded as research and development expense. The guidance in paragraph 18 of EITF 01-09 indicates that payments in excess of cumulative revenues could continue to be treated as contra-revenue if future revenues are probable. However, future
revenues under the License Agreement are dependent upon successful clinical development and FDA approval. Because clinical development and FDA approval are highly uncertain, the Company believes these are not “probable” revenue streams as
contemplated by paragraph 18, so payments to Genentech in excess of cumulative revenues and deferred revenue should be treated as expense.

 Securities and Exchange Commission

 June 20, 2005

 Page 6

·

Under the Company’s arrangement with Genentech, the Company sold a technology license to Genentech and employees of the Company are providing services to Genentech and,
therefore, Genentech is viewed as a customer. The Company uses one subcontractor to provide research services in connection with the Genentech arrangement. The Company analyzed the following criteria of EITF 99-19 in determining whether it was
appropriate to record revenues from Genentech on a gross basis.

·

Primary obligor: the Company is the primary obligor in the arrangement as it is responsible for managing the work done by the subcontractor and would be responsible for paying the subcontractor
whether or not the Company is paid by Genentech.

·

Establishing price: the Company negotiated terms with Genentech and the subcontractor had no input in those negotiations.

·

Company performs part of the service: Company employees are providing the majority of the research services.

·

Supplier selection: the Company uses this subcontractor to provide medicinal chemistry services on the BCC program and other of the Company’s programs. The Company selected this
subcontractor to perform services on these programs.

·

Determination of specifications: as noted above, the Company manages the work done by the subcontractor.

·

Credit risk: as noted above, the Company is obligated to pay the subcontractor whether or not Genentech pays the Company. Therefore, the Company bears the credit risk.

·

Inventory loss: not relevant.

Based on its assessment of the criteria of EITF 99-19, the Company believed it was appropriate to record revenues from Genentech on a gross basis.

 Securities and Exchange Commission

 June 20, 2005

 Page 7

As noted above, the arrangement with Genentech provided for the Company to grant to Genentech a license to its Hh antagonist technology, to provide research services for two years
and to participate in the joint steering committee and co-development steering committee through the period of development of the technologies. In exchange, Genentech agreed to pay the Company $9 million. The Company viewed these as three
deliverables under EITF 00-21 and assessed whether these items met the separability criteria of paragraph 9 of EITF 00-21. The Company concluded that the license was not separable from steering committee services as the Company has unique expertise
in this field that Genentech needs to derive any benefit from the license arrangement and to continue to advance these programs. In addition, the fair value of the steering committee services could not be objectively and reliably determined. Those
services involve senior members of the Company’s scientific team with expertise in this field and must be provided throughout the development period, which is expected to extend through June 2011. This is similar to example 6 in EITF 00-21.
Because the license was not separable from the steering committee services and because the fair value of such services could not be determined, the contract has been accounted for as a single arrangement and the revenue is being recognized over the
period that the Company provides steering committee services.

 We have also attached to this letter
as Appendix A a written statement from the Company with respect to the matters set forth in the third to last paragraph of the Letter.

 If you require any additional information, please telephone the undersigned at the telephone number indicated above.

 Sincerely,

 /s/ Cynthia T. Mazareas

 Cynthia T. Mazareas

 Cc:    Michael P.
Gray

 Appendix A

 CURIS, INC.

 61 Moulton Street

 Cambridge, MA 02138

 June 20, 2005

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention:    Joseph Roesler

Re:

Curis, Inc. (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2004 (“Form 10-K”)

Form 10-Q for Quarter Ended March 31, 2005 (“Form 10-Q”)

File No. 000-30347

 Dear Mr. Roesler:

 This letter is in response to a letter dated June 7, 2005 (the
“Letter”) from Jim B. Rosenberg, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Michael P. Gray, Vice President of Finance and Chief Financial Officer of the Com

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

Via Facsimile and U.S. Mail
Mail Stop 6010

June 7, 2005

Mr. Michael P. Gray
Vice President of Finance and
Chief Financial Officer
Curis, Inc.
61 Moulton Street
Cambridge, MA 02138

Re:	Curis, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Form 10-Q for Quarter Ended March 31, 2005
	File No.  000-30347

Dear Mr. Gray:

      We have reviewed your filings and have the following
comments.
We have limited our review of the above referenced filings to only
those issues addressed.  In our comments, we ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Item 7.  Management Discussion and Analysis of Financial Condition
and Results of Operations

Contractual Obligations, page 41

1. We note from your disclosures in Note 11(b) of your
consolidated
financial statements that you are obligated to pay license fees,
royalties and milestones.  Please assess whether these payments
meet
the criteria as a purchase obligation and, if these payments
should
be shown in the contractual obligations table pursuant to Item
303(a)(5) of Regulation S-K, tell us why you have neither included
them in the table nor in a discussion in the liquidity and capital
resource section of the MD&A. Please refer to Financial Reporting
Release 72, section IV.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

(11) Commitments

(b) License Agreements, page 79

2. Please tell us how recording an accrual for scientific and
clinical milestones over the period that the work required to meet
the milestone is completed is consistent with SFAS 5.  It would
appear that management`s best estimate of the accrual should be
recorded at the point and time the milestone is probable and
estimable.  If the milestone relates to FDA approval, please tell
us
how management is able to determine that the milestone is
probable.

Form 10-Q for the Quarter Ended March 31, 2005

Notes to Condensed Consolidated Financial Statements

3. Genentech Collaboration Accounting

3. We have the following comments related to your collaboration
arrangement with Genentech:

* Please tell us why you believe EITF 01-09 is the appropriate
literature to account for the amount reimbursable to Genentech for
research and development costs incurred by Genentech.

* Please clarify to us why the excess of costs incurred over the
cumulative revenues recognized is first charged against deferred
revenue.  It is not clear why incurring costs above the cumulative
revenue recognized is the completion of the earning process.

* Please tell us your consideration of EITF 99-19 and EITF 00-21
in
regards to the arrangement with Genentech.  In addressing EITF 99-
19,
please provide to us your analysis of each criteria within EITF
99-
19, who the primary obligor is in this arrangement and who the
customer is in the arrangement.  In addressing EITF 00-21, please
provide to us your evaluation of the separate units of accounting
at
inception and at the point that each item in the arrangement is
delivered.

*    *    *    *

      Please provide us a supplemental letter with detailed
explanations keyed to our comments within 10 business days of the
date of this letter or tell us when you will provide us with a
response.  Please file 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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Joseph Roesler, Staff Accountant, at (202)
551-
3628 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Michael P. Gray
Curis, Inc.
Page 3

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