QuatRx Pharmaceuticals Company
                     777 East Eisenhower Parkway, Suite 100
                            Ann Arbor, Michigan 48108
                                 (734) 913-9900



July 7, 2006


Via Edgarlink and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop - 4561
100 F Street, N.E.
Washington, DC  20549

Attention:        Mr. Zafar Hasan, Mr. Jeffrey Reidler,
                  and Mr. Joe Roesler

Re:      QuatRx Pharmaceuticals Company
         Form S-1 Registration Statement
         File No. 333-131537

Dear Gentlemen:

     Pursuant to Rule 477 of  Regulation  C of the  Securities  Act of 1933,  as
amended (the "Act"),  QuatRx  Pharmaceuticals  Company  (the  "Company")  hereby
respectfully   applies  to  the   Securities   and  Exchange   Commission   (the
"Commission")  for  consent  to the  withdrawal  of the  Company's  Registration
Statement  (File  No.  333-131537)  on Form S-1  filed  with the  Commission  on
February 3, 2006 and amended on March 15,  2006,  April 4, 2006,  April 20, 2006
and April 24, 2006 (the  "Registration  Statement"),  together with all exhibits
thereto, with such application to be approved effective as of the date hereof or
at the earliest practical date thereafter.

     The Registration  Statement was filed in connection with a proposed initial
public  offering of the Company's  common stock,  par value $0.01 per share (the
"Common  Stock").  The  Company  has  determined  not to move  forward  with its
proposed  initial  public  offering  at  this  time  due to  unfavorable  market
conditions.  Because the Company  does not intend to proceed  with the  proposed
offering at this time, the Company  believes that withdrawal of the Registration
Statement  is  consistent  with  the  public  interest  and  the  protection  of
investors,  as  contemplated  by paragraph (a) of Rule 477 of the Act. Since the
Registration Statement was not declared effective by the Commission, no sales of
the  Company's  Common Stock were made pursuant to the  Registration  Statement.
Pursuant to Rule 477(c) of the Act, the Company also advises the Commission that
it may undertake a subsequent private offering in reliance on Rule 155(c) of the
Act.

     In addition,  the Company hereby respectfully applies to the Commission for
consent to the  withdrawal of the  Company's  Registration  Statement  (File No.
000-51893) on Form 8-A filed with the Commission on April 4, 2006, together with
all exhibits thereto,  with such application to be approved  effective as of the
date hereof or at the earliest practical date thereafter.

     If you have any questions, please contact Stephen M. Davis or Peter DiIorio
of Heller Ehrman LLP at 212-832-8300.



                                     Sincerely,

                                     QuatRx Pharmaceuticals Company

                                     /s/ GARY ONN

                                     Gary Onn
                                     Chief Executive Officer