Mail Stop 6010



      September 9, 2005

G. Dale Garlow
President and Chief Executive Officer
Vyrex Corporation
2159 Avenida de la Playa
La Jolla, CA  92037

Re:  	Vyrex Corporation
	Preliminary Proxy Statement on Schedule 14A, Filed September
2,
2005
	File No. 0-27866

Dear Mr. Garlow:

      This is to advise you that we have limited our review of the
above referenced proxy statement to only the issues identified
below.

Schedule 14A

1. We note that your proxy statement only contains one proposal to
be
considered by your shareholders. More specifically, you are asking
shareholders to vote on a merger agreement pursuant to which you
intend to reincorporate the company from a Nevada company to a
Delaware company.  As your disclosure provides, this
reincorporation
also contemplates changes to your certificate of incorporation,
including an increase in your capital stock. Because we believe
the
increase in capital stock is a material change, please revise your
document so that the increase in capital stock is presented as a
separate proposal to be considered by shareholders.  Please note
you
may state that each of your proposals is contingent on the
approval
of the other proposal, but you must allow shareholders to vote on
each of the proposed material changes.

2. Additionally, with respect to the increase in capital stock,
please provide a statement, if true, that you have no current
intentions or understandings to issue the additional authorized
shares of capital stock other than with respect to the stock
option
issuances.

*	*	*


      You may wish to provide us with marked copies of the
amendment
to expedite our review.  Please furnish a response letter with
your
amendment that keys your responses to our comments.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR under the form type label CORRESP.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

      Please contact Song P. Brandon at (202) 551-3621 with any
other
questions.

								Sincerely,



								Jeffrey P. Riedler
								Assistant Director
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