Via Facsimile and U.S. Mail
Mail Stop 6010


February 8, 2006


Mr. David Wurzer
Executive Vice President,
CFO, and Treasurer
Curagen Corporation
555 Long Warf Drive, 11th Floor
New Haven, Connecticut

      Re:	Curagen Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
	           Filed March 14, 2005
	Form 10-Q for the quarter ended March 31, 2005
	Form 10-Q for the quarter ended September 30, 2005
	File No.  0-23223

Dear Mr. Wurzer:

      We have reviewed your January 25, 2006 response to our
December
23, 2005 letter and have the following comments.  Where indicated,
we
think you should revise your documents in response to these
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we ask you to provide us with information so we may better
understand
your disclosure.

	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, 2004

Note 1. Organization and Summary of Significant Accounting
Policies,
page 52
Revenue Recognition, page 53
1. Please clarify to us and in the filing what you mean by
"deferred
revenue arising from payments received under collaborative
agreements
is recognized as income when earned".  Address each type of
revenue
stream received and how it is determined when the income is
earned.
Specifically state the period of revenue recognition for each
revenue
stream.

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

Note 7. Inventory, page 9
2. Refer to your response to comment 5.  Please clarify to us and
in
the filing why you record cost differently for non-lot controlled
and
lot controlled items.

Form 10-Q for the quarter ended September 30, 2005

Note 2. Significant Accounting Policy, page 6
3. You state in your response to comment 6 that you plan to revise
your Form 10-Q to adjust your revenue recognized for the period.
Please file a Form 8-K in accordance with Item 4.02 of the form.
Please confirm to us that the adjustment only affected the third
quarter 10-Q as we note that the agreement was signed in the
second
quarter.  Provide all the required disclosures in APB 20 in your
amended Form 10-Q.
4. You state in your response to comment 6 that you have
substantive
and non-substantive milestones.  The determination that one
payment
is not a substantive milestone would prevent you from concluding
that
subsequent milestone payments were substantive.  Please revise
your
financial statements in the 10-K and 10-Qs accordingly for all
agreements or clarify why you believe no revision is necessary.
5. Refer to your response to comment 6.  Clarify to us and in the
filing why you believe it is appropriate to recognize milestones
over
the remaining term of the agreement beginning from the date the
milestone is received.  Specifically clarify why none of the
milestone amount represents payment for past services since it
appears that you had certain obligations to perform prior to
receiving the milestone.
*    *    *    *
      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendments to expedite our review. Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review.  Please file the letter on EDGAR under the form type
label CORRESP.  Please understand that we may have additional
comments after reviewing your amendments and responses to our
comments.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Mary Mast, Review 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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David Wurzer
Curagen Corporation
February 8, 2006
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