Mail Stop 3-9
									November 26, 2004

Mr. Harry Masuda
President and Chief Executive Officer
Human Biosystems
1127 Harker Avenue
Palo Alto, California 94301

RE:	Human Biosystems
	Form 10-QSB for the quarter ended September 30, 2004
	File Number 0-28413

Dear Mr. Masuda:

We have limited our review of your Form 10-QSB to consideration of
your stock purchase agreement with Langley Park Investments PLC and
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  After reviewing this information, we
may or may not raise additional 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.

General
1. Your most recent Form 10-QSB on file indicates that at September
30, 2004, you had outstanding 38,999,200 shares of common stock
outstanding.  Based on the disclosure you provide in this Form 10-QSB
we note that you issued 7 million shares of your common stock to
Langley Park Investments PLC, which appears to represent approximately
17.9% of your total shares outstanding.  Please tell us if you or
Langley intend to file a Schedule 13D or Schedule 13G and when such
filing will take place.  We may have additional comments.
2. We note that your registration statement on Form SB-2 (File No.
333-117533) recently went effective.  To the extent offerings of your
capital stock that are registered in that Form SB-2 are still taking
place, please note that you should file a prospectus supplement
updating information regarding your issuance of common stock to
Langley.  In the
alternative, please explain to us why no further updates to your
registration statement are necessary.
3. Please tell us why you did not file a Form 8-K under Item 3.02 -
Unregistered Sales of Equity Securities when you entered into the
agreement with Langley.  In that regard it appears that you may not be
eligible to file under Form S-3 of the Securities Act of 1933 for a
secondary offering until at least July of 2005. Please advise.

Form 10-QSB for the quarter ended September 30, 2004

General
4. For the benefit of your readers and ease of reference, please
insert page numbers in your document for the next amended filing and
in future filings.

Part I-Financial Information, page 1
Item 2.  Management`s Discussion and Analysis or Plan of Operation,
page 9
Liquidity and Capital Resources, page 11
5. Briefly discuss the business & assets of Langley. Indicate when it
incorporated and how long it has been engaged in its current business.
6. Please revise to disclose the percentage the shares you issued to
Langley represent of your total shares outstanding.  Similarly, please
specify what percentage of the total outstanding shares your 512,665
Langley shares represent.
7. Please revise your disclosure to provide the conversion rate of the
British pound Sterling to the US dollar as of the close of business on
July 26, 2004.
8. Provide the basis for the valuation of the Langley shares at 1
British pound per share. We note that at the time of the agreement
there was no trading market for the Langley shares.
9. Please describe what type of Langley shares you received.  For
example, are they common stock or preferred stock.  In addition,
please briefly describe the material terms of the Langley stock.
10. We note your disclosure in this section that you anticipate using
the funds from the Langley sale to continue growth in your operations.
Please describe the specific use of proceeds you intend to employ with
the sale of the Langley shares. In addition, please briefly describe
the alternative financing methods you considered prior to entering
into the arrangement with Langley and the specific reasons describing
why you ultimately selected the stock purchase agreement with Langley.
11. Please describe any lock-up provisions or other restrictions
affecting Langley`s ability to sell or otherwise transfer its 7
million shares of your common stock.  In addition, please disclose any
obligations to register the resale of such shares of common stock.  To
the extent you have no such obligations, please so state.
12. We note your disclosure that due to the low trading price of the
Langley stock on the London Stock Exchange, you have not sold any of
your Langley shares.  Please disclose the per share market price of
the Langley stock as of a recent date.

Risk Factors, page 11
13. It appears that the shares you issued to Langley represent
approximately 18% of your current shares outstanding.  In that regard,
please consider adding a separate risk factor describing the dilutive
risk and consequences such issuance represents. In the alternative,
please explain to us why such a description of the risk is not
necessary.

Part II - Other Information, page 16
Item 2.  Changes in Securities, page 16
14. We note your disclosure in the Management`s Discussion and
Analysis section where you state that the 7 million shares of your
restricted common stock issued to Langley took place in August 2004.
To that end, it appears you should provide the information required by
Item 701 of Regulation S-B in this section with respect to your
issuance of securities to Langley.  Please revise your disclosure
accordingly.

Item 6.  Exhibits, page 17
15. We note your have not filed the stock purchase agreement with
Langley in this Form 10-QSB.  Further, it does not appear you have
previously filed this agreement.  Please file your stock purchase
agreement with Langley in an amended filing.

*	*	*

As appropriate, please amend your filing 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
amendment to expedite our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments.  Detailed
cover letters greatly facilitate our review.  Please understand that
we may have additional comments after reviewing your amendment and
responses to our comments.
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 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 filing or in response to our
comments on your filing.

You may contact Song Brandon at (202) 942-2831 or me at (202) 942-1840
with any questions.

							Sincerely,



							Jeffrey Riedler
							Assistant Director




Harry Masuda
Human Biosystems Inc.
November 26, 2004
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