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

	March 28, 2005

Christopher J. Margolin, Esq.
Xoma Ltd.
2910 Seventh Street
Berkeley, CA 94710

RE: 	Xoma Ltd.
	Registration Statement on Form S-3
      Filed March 18, 2005
Registration No. 333-123438

Dear Mr. Margolin:
      This is to advise you that we have undertaken a limited
review
of the above referenced registration statement and have the
following
comment.
1. Please amend the disclosure in the Plan of Distribution section
to
identify specifically any registered broker dealers as
underwriters.

*	*	*

      As appropriate, please amend your registration statement in
response to this comment.  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
comment 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.

      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
for
an informed decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Michael Reedich at (202) 942-1815 or to me at
(202) 942-1840.


								Sincerely,



								Jeffrey Riedler
								Assistant Director


cc:	Geoffrey E. Liebmann, Esq.
	Cahill Gordon & Reindel LLP
	80 Pine Street
	New York, NY 10005

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