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

	May 31, 2005


Dr. Richard A. Miller, M.D.
President and Chief Executive Officer
Pharmacyclics, Inc.
995 E. Arques Avenue
Sunnyvale, CA 94085-4521

RE:	Pharmacyclics, Inc.
	Form 10-K for the fiscal year ended June 30, 2004
	Filed August 30, 2004
            File No. 000-26658

Dear Dr. Miller:

              We have reviewed your filing and have the following
comments. We have limited our review of the above referenced
filing
to only those issues addressed. In our comments, we ask you to
provide us with supplemental information so that we may better
understand your disclosure. Please provide us the supplemental
information requested within 10 business days of the date of this
letter or tell us when you will provide a response prior to the
expiration of the 10-day period.  Please furnish a letter with
your
supplemental responses that keys your responses to our comments.
Detailed letters greatly facilitate our review. You should file
the
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

Research and Development, pages 25-26

1. We note that you do not disclose the principal terms of your
two
R&D collaborations, including the duration of these
collaborations,
how funding is shared, basis for expense reimbursement, R&D
expense
incurred for each period presented,  requirements to pay
development
milestones and product royalties, expected completion dates and
future capital funding requirements. Also, you do not disclose
estimated milestone and royalty payments in your table of
contractual
obligations or in a note to that table explaining their exclusion.
Please provide the analysis that served as the basis for your
decision not to include this disclosure in your filing.

2. Disclosure about critical accounting policies should allow a
fuller understanding of how you determine estimates made in
connection with R&D collaborations, critical factors and
assumptions
underlying these estimates and the potential impact on your future
operations and financial condition of changes in prior period
estimates. We were unable to find this disclosure in your filing.
Please provide the analysis that served as the basis for your
decision not to include this disclosure in your filing.

Financial Statements

Note 1. The Company and Significant Accounting Policies, page 39

3. Demonstrate how the disclosed fair value of purchase awards
under
the Company`s Purchase Plan of $5.72 in 2004, $15.06 in 2003 and
$15.74 in 2002 complies with FAS 123. We note that the Company`s
stock price was in the range of $2.35 per share to $5.70 per share
for 2003.
*  *  *  *  *

      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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Dr. Richard A. Miller, M.D.
Pharmacyclics, Inc.
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