<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>cssuzdak.txt
<DESCRIPTION>CONFIRMING STATEMENT
<TEXT>
                      CONFIRMING STATEMENT


     This Statement confirms that the undersigned has authorized
and designated Richard W. Reichow and Alexander M. Donaldson, or
either of them acting alone, to execute and file on the
undersigned's behalf all Forms 3, 4, and 5 (including any
amendments thereto) that the undersigned may be required to file
with the United States Securities and Exchange Commission as a
result of the undersigned's ownership of or transactions in
securities of Incara Pharmaceuticals Corporation.  The authority
of Richard W. Reichow and Alexander M. Donaldson, or either of
them acting alone, under this Statement shall continue until the
undersigned is no longer required to file Form 3, 4 and 5 with
regard to the undersigned's ownership of or transactions in
securities of Incara Pharmaceuticals Corporation, unless earlier
revoked in writing.  The undersigned acknowledges that Richard W.
Reichow and Alexander M. Donaldson, or either of them acting
alone, is not assuming, nor is Incara Pharmaceuticals Corporation
assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as
amended.

Dated:  July 1, 2004

                                          /s/ Peter Suzdak
                                          Peter D. Suzdak

</TEXT>
</DOCUMENT>