Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following information prepared as at January 8, 2007 should be read in conjunction with the unaudited consolidated financial statements and notes prepared in accordance with Canadian generally accepted accounting principles (GAAP) in this quarterly report and should also be read in conjunction with the audited consolidated financial statements and notes and management’s discussion and analysis contained in the Company’s annual report for the year ended May 31, 2006. All amounts are expressed in Canadian dollars unless otherwise noted.

Overview of the Business
 
Lorus is a Canadian biotechnology company, traded on both the TSX (LOR) and AMEX (LRP), focused on the discovery, research and development of well-tolerated therapies that manage cancer and promote an improved quality of life. We are currently operating several research and pre-clinical programs in-house and have two products in clinical development with a Phase II clinical trial program underway. We continue to focus on partnership activities for all of our drug candidates.
 
The lead drugs in our antisense portfolio, GTI-2040 and GTI-2501, continue to advance in the clinic. There are currently six clinical trials with GTI-2040 sponsored by the US National Cancer Institute (NCI) in six different indications underway, as well as a Phase I/II clinical trial with GTI-2501 for the treatment of prostate cancer. We announced during the first quarter that an additional trial, to be sponsored by the US NCI, using GTI-2040 for the treatment of myelodysplastic syndrome would be initiated during the third quarter.
 
We have continued the development of our small molecule program by advancing our lead molecule, LT-253 into toxicity studies. We anticipate that upon successful results of these toxicity studies that we will be in the position to initiate a Phase I clinical trial.
 
In addition, Lorus has other novel, proprietary drug candidates in its product development pipeline including tumor suppressor/gene therapy approach and other low molecular weight compounds.
 
Results of Operations
 
Cash used in Operating Activities
Cash used in operating activities was $2.6 million for the three-month period ended November 30, 2006 compared to $2.4 million in the same period last year. For the six-month period ended November 30, 2006 cash used in operating activities totaled $4.4 million compared with $7.2 million for the six months ended November 30, 2005. The increase in cash used during the three-month period ended November 30, 2006 is due to cash utilized to reduce the accounts payable and accrued liabilities balances offset by lower research and development expenditures compared with an increase in accounts payable and accrued liabilities for the quarter ended November 30, 2005. The decrease in cash used in operating activities for the six-month period ended November 30, 2006 is the result of reduced research and development and general and administrative expenditures in the current year offset by cash used to reduce accounts payable and accrued liabilities compared with an increase in accounts payable and accrued liabilities balances in the prior year.

Research and Development
Research and development expenses for the three-month period ended November 30, 2006 decreased 57.4% to $1.1 million compared to $2.6 million for the same period last year. For the six-month period ended November 30, 2006, research and development expenses decreased 62.8% to $2.5 million compared to $6.6 million for the same period last year. The decrease in research and development costs is primarily due to a reduction in toxicity study, clinical trial, compliance, manufacturing and regulatory costs associated with the Phase III Virulizin® development program which was ongoing during the six-month period ended November 30, 2005, which was subsequently completed. In addition, due to headcount reductions implemented in the three months ended November 30, 2005, we have fewer employees engaged in research and development activities. The ongoing research and development costs relate to the GTI-2040 and GTI-2501 clinical development programs ongoing as well as our small molecule pre-clinical program.




General and Administrative
General and administrative expenses for the three-month period ended November 30, 2006 decreased to $1.4 million compared with $1.6 million in the same period last year. General and administrative expenses for the six-month period ended November 30, 2006 decreased to $2.2 million compared with $2.7 million in the same period last year. The decrease in general and administrative costs is the result of lower levels of staff following the November 2005 headcount reductions and the severance costs associated with those reductions as well as lower corporate communication costs totaling $1.0 million offset by charges incurred under the mutual separation agreement entered into with Dr. Jim Wright, of $500 thousand discussed under “Corporate Changes” below.

Stock-Based Compensation
Stock-based compensation expense decreased to $150 thousand for the three-month period ended November 30, 2006 compared with $414 thousand for the same period last year and $263 thousand for the six-month period ended November 30, 2006 compared with $705 thousand for the six-month period ended November 30, 2005.

The decrease in stock-based compensation expense is attributable to fewer options issued due to fewer employees and executive officers, a lower fair value assigned to the options issued resulting from a lower stock price, as well as the reversal of stock option expense previously recorded of $330 thousand for the six months ended November 30, 2006 due to the forfeiture of unvested options upon non-achievement of certain objectives.

Interest and Accretion Expense
We recognized non-cash interest expense of $262 thousand for the three-month period ended November 30, 2006 compared with $209 thousand in the same period last year and $527 thousand for the six-month period ended November 30, 2006 compared with $407 thousand in the same period last year representing interest at a rate of prime +1% on our $15.0 million convertible debentures (the ‘debentures’). The increase in interest expense over the prior periods is the result of increases in the prime rate of interest in comparison with the prior periods. The interest accrued on the debenture during the three and six-month periods ended November 30, 2006 was paid in common shares of the Company, a non-cash expense.
 
Accretion in the carrying value of the convertible debenture amounted to $227 thousand for the three-month period ended November 30, 2006 compared with $180 thousand in the same period last year and $446 thousand for the six-month period ended November 30, 2006 compared with $366 thousand for the six months ended November 30, 2005. The accretion charges arise as under Canadian GAAP, the Company has allocated the proceeds from each tranche of the convertible debenture to the debt and equity instruments issued on a relative fair value basis resulting in the $15.0 million convertible debentures having an initial cumulative carrying value of $9.8 million as of their dates of issuance. The carrying value of the convertible debt is accreted to its maturity amount.
 
Depreciation and Amortization
Depreciation and amortization expense for the three-month and six-month periods ended November 30, 2006 was $100 thousand and $200 thousand, respectively, compared to $130 thousand and $260 thousand for the same periods in the prior year. The decrease in depreciation and amortization expense is the result of reduced capital asset purchases during fiscal 2006 and 2007.
 
Amortization of Deferred Financing Charges
Amortization of deferred financing charges for the three-month and six-month periods ended November 30, 2006 were $27 thousand and $52 thousand, respectively, compared to $19 thousand and $39 thousand for the same periods in the prior year.

Interest Income
Interest income for the three-month period ended November 30, 2006 was $158 thousand, compared with $95 thousand for the same period last year. The increase in the current year is attributable to a slightly higher average cash and short-term investment balance during the period as well as higher interest rates. For the six-month period ended November 30, 2006, interest income was $225 thousand
 



compared to $210 thousand for the same period last year. The small increase is attributable to higher interest rates offset by a lower average cash and short-term investment balance during the first half of fiscal 2007 as the financing proceeds discussed below were not received until the end of the first quarter.
 
Net Loss
Net loss for the three-month period ended November 30, 2006 totaled $3.1 million ($0.01 per share) compared to a loss of $5.1 million ($0.03 per share) for the same period last year. For the six-month period ended November 30, 2006, net loss totaled $5.9 million ($0.03 per share) compared to $10.8 million ($0.06 per share) for the comparable period last year. The decrease in net loss for the three-month period ended November 30, 2006 is primarily the result of reductions in research and development expenses of $1.5 million, general and administrative expenses of $212 thousand and stock based compensation expense of $264 thousand.The year-to-date decrease in net loss is due primarily to a reduction of $4.1 million in research and development expenses, lower general and administrative expense of $500 thousand and lower stock-based compensation expense of $442 thousand.

Financing
On August 30, 2006, Lorus raised gross proceeds of $10.4 million by way of a subscription agreement for 28.8 million common shares at a price of $0.36 per common share. The 28.8 million common shares have been qualified for distribution in Canada under a short form prospectus filed on August 25, 2006 with the Ontario Securities Commission. In addition to the qualification prospectus filed in August, the investor received demand registration rights that will enable the investor to request Lorus to file a Canadian prospectus or a registration statement under the United States Securities Act (Registration Documents) to register the resale of all or part of the common shares held by the Investor, subject to certain restrictions. Lorus is required to file a maximum of five Registration Documents at the investor’s request. These demand registration rights will expire on June 30, 2012.
 
On August 31, 2006, Lorus raised gross proceeds of $1.8 million by way of a private placement for 5.0 million common shares at a price of $0.36 per common share.
 
We incurred expenses of $527 thousand related to these issuances, which have been recorded as a reduction to share capital.
 
During the quarter ended August 31, 2006, 46,000 stock options were exercised for cash proceeds of $14 thousand (August 31, 2005 - nil). There were no stock options exercised during the three-month period ended November 30, 2006 or 2005.

Corporate Changes
On September 19, 2006 the Company announced that Dr. Jim Wright would step down as the President and Chief Executive Officer effective September 21, 2006. The departure of Dr. Jim Wright resulted in a liability based on a mutual separation agreement executed between Dr. Jim Wright and Lorus. As a result we have recorded severance compensation expense of $500 thousand recorded in general and administrative expense. Accrued liabilities at November 30, 2006 include severance and compensation expense liabilities of $250 thousand that will be paid out by January 2007.





Quarterly Financial Information (unaudited)
(in thousands of dollars, except per share amounts)

The selected financial information provided below is derived from the Company's unaudited quarterly financial statements for each of the last eight quarters, all of which cover periods of three months. 
                                   
(Amounts in 000’s except for per common share data)
 
Nov. 30,
2006
 
Aug. 31,
2006
 
May 31,
2006
 
Feb. 28,
2006
 
Nov. 30,
2005
 
Aug. 31,
2005
 
May 31,
2005
 
Feb. 28,
2005
 
Revenue
 
$
23
 
$
7
 
$
14
 
$
5
 
$
6
 
$
1
 
$
-
 
$
3
 
Research and development
   
1,122
   
1,331
   
1,353
   
2,296
   
2,631
   
3,957
   
2,332
   
3,175
 
General and administrative
   
1,407
   
788
   
730
   
909
   
1,619
   
1,076
   
1,506
   
1,484
 
Net loss
   
(3,117
)
 
(2,770
)
 
(2,920
)
 
(4,095
)
 
(5,102
)
 
(5,742
)
 
(4,598
)
 
(5,274
)
Basic and diluted net loss per share
 
$
(0.01
)
$
(0.01
)
$
(0.02
)
$
(0.02
)
$
(0.03
)
$
(0.03
)
$
(0.03
)
$
(0.03
)
Cash used in operating activities
   
(2,585
)
$
(1,814
)
$
(1,940
)
$
(3,956
)
$
(2,360
)
$
(4,809
)
$
(3,789
)
$
(4,106
)

Liquidity and Capital Resources
Since its inception, Lorus has financed its operations and technology acquisitions primarily from equity and debt financing, the exercise of warrants and stock options, and interest income on funds held for future investment. We expect to continue to finance the GTI-2501 Phase I/II clinical trial and the development of our small molecule program from internal resources until their anticipated completion. The ongoing costs of the GTI-2040 Phase II clinical program will continue to be borne by the US NCI with Lorus continuing to be responsible for any additional GTI-2040 manufacturing costs. We currently have a sufficient supply of GTI-2040 on hand to complete the clinical trials underway.

We have not earned substantial revenues from our drug candidates and are therefore considered to be in the development stage. The continuation of our research and development activities and the commercialization of the targeted therapeutic products are dependent upon our ability to successfully finance and complete our research and development programs through a combination of equity financing and payments from strategic partners. We have no current sources of payments from strategic partners. In addition, we will need to repay or refinance the secured convertible debentures on their maturity should the holder not choose to convert the debentures into common shares. There can be no assurance that additional funding will be available at all or on acceptable terms to permit further development of our products or to repay the convertible debentures on maturity. If we are not able to raise additional funds, we may not be able to continue as a going concern and realize our assets and pay our liabilities as they fall due. The financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate for our financial statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications used.

Our current level of cash and short-term investments are sufficient to execute our current planned expenditures for the next twelve months.

Cash Position
At November 30, 2006 Lorus had cash and cash equivalents and short-term investments totaling $9.9 million compared to $8.3 million at May 31, 2006. Working capital was $8.0 million at November 30, 2006 compared to $5.8 million at May 31, 2006.




Contractual Obligations and Off-Balance Sheet Financing
At November 30, 2006, we had contractual obligations requiring annual payments as follows:

(Amounts in 000’s)
 
Less than
                 
   
1 year
 
1-3 years
 
4-5 years
 
5+ years
 
Total
 
Operating leases
   
139
   
56
   
-
   
-
   
195
 
Convertible Debenture1 
   
-
   
-
   
15,000
   
-
   
15,000
 
Total
   
139
   
56
   
15,000
   
-
   
15,195
 

1 The convertible debentures as described above may be converted into common shares of Lorus at a conversion price of $1.00. In the event that the holder does not convert the debentures, Lorus has an obligation to repay the $15.0 million in cash.

Outlook
Until one of our drug candidates receives regulatory approval and is successfully commercialized, Lorus will continue to incur operating losses. The magnitude of these operating losses will be largely affected by the timing and scope of future research and development, clinical trials and other development activities related to the Company’s lead products, as well as any new initiatives. Finally, the duration of the operating losses will depend on the scientific results of such clinical trials.

Risks and Uncertainties
Please refer to the MD&A included in our 2006 Annual Report for a complete discussion of risks and uncertainties.

Some of the most immediate risks and uncertainties facing us in the next fiscal year include:
 
We have a history of operating losses. We expect to incur additional losses and we may never achieve or maintain profitability.
 
We will need to raise additional funds to conduct research and development, preclinical studies, and clinical trials necessary to bring our potential products to market. We intend to raise additional financing, as required, through strategic alliance arrangements, the exercise of options and warrants, and the issuance of new share capital, as well as through other financing opportunities. There can be no assurance that these financing efforts will be successful or that we will continue to be able to meet our ongoing cash requirements.
 
We may be unable to obtain partnerships for one or more of our product candidates which could curtail future development and negatively impact our share price.
 
We may never develop any commercial drugs or other products that generate revenues.
 
We may be unable to obtain patents to protect our technologies from other companies with competitive products, and patents of other companies could prevent us from manufacturing, developing or marketing our products.
 
We may violate one or more of the operational covenants related to our convertible debentures that could result in an event of default and the requirement for early payment of our convertible debentures.
 
Our cash flow may not be sufficient to cover interest payments on the secured convertible debentures or to repay the debentures upon maturity or in the event of default.
 
Our share price has been and may continue to be volatile and an investment in our common shares could suffer a decline in value.
 
Future sales of our common shares by us or by our existing shareholders could cause our share price to fall.

Critical Accounting Policies and Estimates
Our accounting policies are in accordance with Canadian GAAP including some that require management to make assumptions and estimates that could significantly affect the results of operations and financial position. The significant accounting policies that we believe are the most critical in fully understanding and evaluating the reported financial results are disclosed in the MD&A section of our 2006 Annual



Report. As well, our significant accounting policies are disclosed in Note 2, Significant Accounting Policies, of the notes to our audited consolidated financial statements for the fiscal year ended May 31, 2006.

Disclosure Controls
Lorus announced during the three-months ended November 30, 2006 that Dr. Jim Wright would be resigning as the Company’s President and CEO effective September 21, 2006. Lorus also announced that Dr. Aiping Young, the Company's COO, would be appointed President and CEO effective the same day as Dr. Jim Wright’s resignation. As Lorus was not without a President and CEO for any period of time, and given Dr. Aiping Young's knowledge of the Company and its internal and disclosure controls, we do not believe that our current internal and disclosure control structure has been compromised from this change in management.

Updated Share Information
As at January 8, 2007, the number of issued and outstanding common shares of the
Company was 210,734,904. In addition, there were 3,000,000 warrants to purchase 3,000,000 common shares of the Company and 14,065,000 stock options outstanding can be exercised into an equal number of common shares. The convertible debentures are convertible into 15,000,000 common shares of the Company at the option of the holder.

Forward Looking Statements
This management discussion and analysis may contain forward-looking statements within the meaning of Canadian and U.S. securities laws. Such statements include, but are not limited to, statements relating to: our expectations regarding future financings, our plans to conduct clinical trials, the successful and timely completion of clinical studies and the regulatory approval process, our plans to obtain partners to assist in the further development of our product candidates, the establishment of corporate alliances, the Company’s plans, objectives, expectations and intentions and other statements including words such as “continue”, “believe”, “plan”, “expect”, “intend”, “will”, “should”, “may”, and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others:
 
our ability to obtain the capital required for research and operations
 
the regulatory approval process;
 
the progress of our clinical trials;
 
our ability to find and enter into agreements with potential partners;
 
our ability to attract and retain key personnel;
 
changing market conditions; and
 
other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission

Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our Annual Report underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.