Mail Stop 03-09
Via Facsimile and U.S. Mail

	May 23, 2005


Mr. Carl Spana
President and Chief Executive Officer
Palatin Technologies, Inc.
4C Cedarbrook Drive
Cranbury, NJ 08512

RE:	Palatin Technologies, Inc.
	Form 10-K for the fiscal year ended June 30, 2004
	Filed September 13, 2004
Form 10-Q for quarter ended March 31, 2005
Filed May 10, 2005
            File No. 001-15543

Dear Mr. Spana:

              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. Where our comments call for
disclosure, we think you should amend your March 31, 2005 Form 10-
Q
in response to these comments.  In some of our comments, we ask
you
to provide us with supplemental information so we may better
understand your disclosure.  Please amend your Form 10-Q filing
for
March 31, 2005 and respond to these comments within 15 business
days
or tell us when you will provide us with a response prior to the
expiration of the 15-day period.  If we have requested additional
information as well as an amendment, or if you disagree with any
comment that calls for disclosure, please provide this letter
prior
to your amendment.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Detailed letters greatly
facilitate our review. Please file your letter on EDGAR under the
form type label CORRESP. Please understand that we may have
additional comments after reviewing your responses to our
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 June 30, 2004

Managements Discussion and Analysis

Critical Accounting Policies, page 21

1. For each critical accounting policy we do not see any
disclosure
about the factors and assumptions and the reasonably likely
effects
that changes could have, nor do we see disclosure quantifying what
your actual changes in estimates have been and what caused those
changes.  Please provide us your analysis to support why that
disclosure is not in the filing.

Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 57

2. Please explain more specifically to us the revenue recognition
basis for each revenue stream (e.g. grant and contract revenues
and
up front fees), including the criteria you use in determining when
the earnings process is complete, the nature of facts and
circumstances underlying adjustments to your performance period
estimate and the factors used to determine substantive progress
towards completion under the contract. As it relates to
Mallinckrodt,
explain the relationship between cash payments of $3.2 million,
revenue of $2 million and deferred revenue of $242,000 in 2004.

Note 6. Stockholders` Equity, page 63

3. Please provide the references to the technical literature that
served as the basis for your accounting for the downward
adjustment
in 2003 of the exercise price of certain previously issued and
outstanding warrants, which was presented as a deemed dividend in
computing net loss attributable to common stockholders.
Demonstrate
how the amount charged to expense in 2003 complies with GAAP.

Form 10-Q for the quarter ended March 31, 2005

4. Please amend the filing to provide the following disclosures in
MD&A or as indicated:
* Disaggregate product sales from royalty revenue on the face of
the
statement of operations.
* Disclose the payment terms for product sales and royalties.
* Clarify in your accounting policy note to the financial
statements
when royalties are recognized.
* Explain why product and royalty revenue decreased to $466,000 in
the quarter ended March 31, 2005 from $1.5 million in the quarter
ended December 31, 2004.
* Quantify the amount of product sales that do not have a related
cost of product sold since the cost of the product sold was
previously expensed as research and development expense prior to
FDA
approval.
* Explain what is included in cost of sales if the cost of product
sold was previously expensed as research and development expense.
* Disclose the period over which the $20 million upfront payment
from
King is being recognized and how that period was determined.
* In MD&A, disaggregate the amount of each material component of
license, grant and contract revenue so that a reader can
understand
the nature and amount of each revenue stream.
* Disclose the components of accounts receivable at March 31, 2005
explaining the high level of receivables as compared to revenue in
the quarter ended March 31, 2005.

*  *  *  *  *

      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 the
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 filings or
in
response to our comments on your filings.

      You may contact Frank Wyman, Staff Accountant at (202) 551-
3660
or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-3614,
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. Carl Spana
Palatin Technologies, Inc.
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