Via Facsimile and U.S. Mail
Mail Stop 6010

	December 1, 2005


Harry Masuda
Chief Executive Officer
Human BioSystems
1127 Harker Avenue
Palo Alto, CA 94301

Re:	Human BioSystems
       	Registration Statement on Form SB-2,
      Filed October 13, 2005, amended November 22, 2005
Registration No. 333-128991

Dear Mr. Masua:
      This is to advise you that we have undertaken a limited
review
of the above referenced registration statement and have the
following
comments.

We and our Chief Executive Officer are the subject of SEC and
Justice
Department proceedings for securities fraud.

1. We note our prior comment 1 and your response.  You should
expand
the disclosure to explain why you believe, "the issues involved in
this matter were resolved over two years ago to the full
satisfaction
of all investors."  Disclose how much was repaid and to whom.

2. Please explain why you believe the deferred prosecution
agreement
between the government and Mr. Masuda should lead to a dismissal
of
all charges against him.  Absent a well-founded and factually
supported belief that this will happen, you should delete this
prediction.

Liquidity and Capital Resources

3. We note our prior Comment 4 and your response and reissue the
comment.  As to the Ben David transaction, please state how many
shares Mr. Ben David sold or transferred.


*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  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 and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Please contact Michael Reedich at (202) 551-3612 or to me at
(202) 551-3710.

								Sincerely,



								Jeffrey Riedler
								Assistant Director


cc:	Cathryn Gawne
	Silicon Valley Law Group
	25 Metro Drive, Suite 600
	San Jose, CA 95110




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