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                              [OPTICARE LETTERHEAD]

                                                     September 29, 2005

VIA EDGAR
---------

Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Jim Rosenberg
      Senior Assistant Chief Accountant

RE:    OPTICARE HEALTH SYSTEMS, INC.
       FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
       FILE NO. 001-15223

Dear Mr. Rosenberg:

         This letter sets forth the supplemental response of OptiCare Health
Systems, Inc. (the "Company") to the comments contained in the staff's letter of
comments (the "Staff Letter") dated August 19, 2005 in connection with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004
(the "Form 10-K"). For your convenience, the Company's response to each comment
contained in the Staff Letter has been listed in the order of, and corresponding
to, the comments from the Staff Letter.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ...,
PAGE 25

LIQUIDITY AND CAPITAL RESOURCES, PAGE 30

     1.   PLEASE PROVIDE US DISCLOSURE THAT ADDRESSES MATERIAL CHANGES IN THE
          DRIVERS UNDERLYING YOUR OPERATING CASH FLOWS, INCLUDING SPECIFIC CASH
          INFLOWS AND OUTFLOWS GENERATED, FOR THE PERIODS PRESENTED. YOUR
          DISCUSSIONS SHOULD FOCUS ON THE PRIMARY UNDERLYING DRIVERS AND OTHER
          MATERIAL FACTORS NECESSARY IN UNDERSTANDING THE HISTORICAL AND FUTURE
          CASH FLOWS, RATHER THAN MERELY DESCRIBING ITEMS IDENTIFIED ON THE FACE
          OF THE STATEMENT OF CASH FLOWS. REFER TO SECTION IV OF FINANCIAL
          REPORTING RELEASE 72.

         The Company will clarify its operating cash flow disclosure as
described below, in all applicable future filings under the Securities Exchange
Act of 1934, as amended

Securities and Exchange Commission
Page 2
September 29, 2005

(the "Exchange Act") and submissions regarding the drivers underlying its
operating cash flows, including specific cash inflows and outflows generated as
required by Section IV of Financial Reporting Release 72.

         "Net cash provided by operating activities in 2004 totaled $2.9 million
         as compared to net cash used by operating activities of $2.8 million
         and $0.2 million in 2003 and 2002, respectively. The increase in net
         cash from operating activities in 2004 compared to 2003 is primarily
         attributable to an increase in net income from continuing operations of
         $7.0 million from 2003 to 2004. This increase in net income from
         continuing operations was offset by net reductions in non-cash items
         from 2003 to 2004 totaling $7.5 million, which resulted primarily from
         the 2003 recording of a valuation reserve for deferred tax assets
         totaling $4.8 million, a $1.8 million loss on the early extinguishment
         of debt and a decrease in non-cash interest expenses of $0.8 million
         from 2003 to 2004. In addition, a net reduction in the non-cash
         components of working capital in 2004 compared to 2003 increased
         operating cash flow by approximately $6.1 million. The increase in
         non-cash components of working capital resulted primarily from an
         increase in accounts payable and accrued expenses of $3.8 million, a
         net increase in other assets and other liabilities of $1.3 million and
         a reduction in the cash used by discontinued operations of $1.0
         million. The increase of $3.8 million in accounts payable and accrued
         expenses resulted primarily from expenses associated with the sale of
         the Distribution business, including professional fees. The $1.3
         million net increase in other assets and other liabilities relates to
         the liability recorded by the Company as of December 31, 2004 related
         to the estimated potential exposure on the remaining lease obligation
         on the Yonkers facility. The Company has since commenced discussions
         with the landlord of this facility regarding a possible lease
         termination settlement.

         The increase in net cash used in operating activities in 2003 compared
         to 2002 is primarily attributable to an increase in the net loss from
         continuing operations of $11.9 million. This increase in net loss from
         continuing operations was offset by net increases in non-cash items
         from 2002 to 2003 totaling $12.3 million, which resulted primarily from
         an increase in the valuation reserve for deferred tax assets totaling
         $1.8 million, a $9.6 million loss on the early extinguishment of debt
         and a net increase of $0.9 million of other non-cash adjustments from
         2002 to 2003. In addition, a net increase in the non-cash components of
         working capital in 2003 compared to 2002 decreased operating cash flow
         by approximately $2.9 million. The decrease in non-cash components of
         working capital resulted primarily from an increase in cash used by
         discontinued operations of $4.7 million, an increase in accounts
         receivable of $0.6 million, both of which were offset in part by an
         increase in accounts payable and accrued expenses of $2.4 million. The
         increase in cash used by discontinued operations of $4.7 million
         resulted primarily from operating losses sustained in 2003 by Wise
         Optical. The increase in accounts

Securities and Exchange Commission
Page 3
September 29, 2005

         receivable of $0.6 million was attributable to increased revenues in
         2003 compared to 2002 and the increase of $2.4 million in accounts
         payable and accrued expenses from 2002 to 2003 resulted primarily from
         increased corporate overhead expenses associated with the acquisition
         of Wise Optical."

ITEM 9A. CONTROLS AND PROCEDURES, PAGE 46

    2.   WE NOTE THAT YOUR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS
         CONCLUDED THAT YOUR "DISCLOSURE CONTROLS AND PROCEDURES WERE ADEQUATE
         AND EFFECTIVE TO ENSURE THAT MATERIAL INFORMATION RELATING TO [YOU] ...
         WAS MADE KNOWN TO THEM BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY
         DURING THE PERIOD IN WHICH THIS ANNUAL REPORT ON FORM 10-K WAS BEING
         PREPARED." PLEASE TELL US HOW THIS DISCLOSURE COMPLIES WITH ITEM 307 OF
         REGULATION S-K, AS; (A) THE DEFINITION OF DISCLOSURE CONTROLS AND
         PROCEDURES, IN EXCHANGE ACT RULE 13A-15, WOULD APPEAR TO ENCOMPASS MORE
         THAN JUST ENSURING MATERIAL INFORMATION WAS MADE KNOW TO THEM AND (B)
         ITEM 307 APPEARS TO INDICATE THAT THE EVALUATION SHOULD HAVE BEEN AS OF
         THE END OF THE PERIOD COVERED BY THE ANNUAL REPORT, NOT THE PERIOD IT
         WAS PREPARED.

         The Company advises the Commission with respect to each of the
Commission's concerns that:

         (a) the Company's disclosure controls and procedures are designed to
         ensure that information required to be disclosed in reports the Company
         files or submits under the Exchange Act is recorded, processed,
         summarized and reported within the appropriate time period in
         accordance with the requirements of Exchange Act Rule 13a-15. The
         Company respectfully submits to the Commission that it intended for its
         summary disclosure under Item 9A of the Annual Report relating to the
         principal executive officer's and principal financial officer's
         conclusion of the adequacy and effectiveness of the Company's
         disclosure controls and procedures to mean that the Company's
         disclosure controls and procedures were adequate and effective to
         ensure that information required to be disclosed in reports the Company
         files or submits under the Exchange Act is recorded, processed,
         summarized and reported within the appropriate time period in
         accordance with the requirements of Exchange Act Rule 13a-15; and

         (b) its principal executive officer and principal financial officer
         evaluated the effectiveness of the Company's disclosure controls and
         procedures as of the end of the period covered by the Annual Report as
         required by Item 307 of Regulation S-K and that the disclosure in Item
         9A of the Annual Report specifically states this as follows: "...after
         evaluating the effectiveness of our disclosure controls and procedures
         ... as of the end of the period covered by this Annual Report on Form
         10-K,..." (emphasis added). The Company notes that this evaluation

Securities and Exchange Commission
Page 4
September 29, 2005

         included a review of the Company's disclosure controls and procedures
         in place as of the end of the period covered by the Annual Report with
         respect to the preparation and filing of the Annual Report and that the
         disclosure under Item 9A of the Annual Report "..., particularly during
         the period in which this Annual Report on Form 10-K was being
         prepared," refers to the fact that in addition to the disclosure
         controls and procedures related to the day-to-day operation of the
         Company there are additional disclosure controls and procedures in
         place during the periods in which the Company prepares its periodic
         reports, including the Annual Report, to ensure that information
         required to be disclosed in these periodic reports is recorded,
         processed, summarized and reported within the appropriate time period.

         Accordingly, the Company will clarify its disclosure regarding the
evaluation of its disclosure controls and procedures in all applicable future
Exchange Act filings and submissions to clearly state that the controls and
procedures comply with the specific requirements of Item 307 of Regulation S-K
and Rule 13a-15.

FINANCIAL STATEMENT, PAGE F-1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, PAGE F-7

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-7

SERVICES REVENUE, PAGE F-9

    3.   ON PAGE F-26, WE NOTED THAT YOU CONTRACT WITH OPTICARE, P.C. TO PROVIDE
         THE SERVICES TO PATIENTS AND THAT YOUR FORMER CEO IS THE SOLE NOMINEE
         SHAREHOLDER OF OPTICARE P.C. IN LIGHT OF ALL OF THIS, PLEASE TELL US
         WHY YOUR RECOGNITION OF SERVICES REVENUE BASED ON ESTABLISHED RATES
         REDUCED BY AN ESTIMATE FOR CONTRACTUAL ALLOWANCES THAT ARISE DUE TO THE
         TERMS OF CERTAIN REIMBURSEMENT CONTRACTS WITH THIRD-PARTY PAYORS IS
         APPROPRIATE, AS OPPOSED TO THE AMOUNT YOU WOULD RECEIVE FROM OPTICARE,
         P.C. IF YOU CONSOLIDATE OPTICARE, P.C., PLEASE EXPLAIN YOUR INTEREST IN
         OPTICARE, P.C. AND ADDRESS THE APPLICABILITY OF AND YOUR COMPLIANCE
         WITH ARB 51, FIN 46(R), EITF 97-2 AND ANY OTHER RELEVANT GUIDANCE.
         OTHERWISE, PLEASE CITE THE PARAGRAPHS IN THE AICPA ACCOUNTING AND
         AUDITING GUIDE ON HEALTH CARE ORGANIZATIONS SUPPORTING YOUR REVENUE
         RECOGNITION.

         Please note that this comment as it relates to the Company's
   recognition of services revenue is similar in nature to an SEC comment
   previously received by the Company on January 30, 2002.

Securities and Exchange Commission
Page 5
September 29, 2005

         The Company's health care services revenue is based and recorded at the
provider's full established rates that are then reduced by an estimate of
contractual allowances, as required under the AICPA accounting and auditing
guide on healthcare organizations, paragraph 5.03. The contractual allowances
arise due to the terms of certain reimbursement contracts with third-party
payors that provide for payments to the Company at amounts different than the
established rates. The contractual allowances represent the difference between
the provider's full established rates and the estimated recoverable amounts and
are recognized in the period in which the services are rendered. The contractual
allowance recorded is estimated based on an analysis of actual collection
experience in the prior twelve month period in relation to amounts billed and
other relevant information. Any differences between the estimated contractual
adjustments and the actual final settlements under reimbursement contracts are
recognized as contractual adjustments in the period in which the final
settlements occur.

         The Company, through its wholly owned subsidiary, OptiCare Eye Health
Centers, Inc. (the "PPM"), has fully consolidated the operating results of
Opticare, P.C. (the "Physician Practice"), a professional corporation, for the
last ten years. Consolidating the operating results of Physician Practice over
this period of time has been substantiated based on the following facts:

         (1) since December 1, 1995, a Professional Services and Support
         Agreement ("PSSA"), has been in place by and between the PPM and the
         Physician Practice. A copy of the PSSA is attached hereto as Exhibit
         "A"; and

         (2) all of the shares of capital stock of the Physician Practice are
         subject to the terms and conditions of a separate Stockholders'
         Agreement (the "Stockholders Agreement"), dated as of December 1, 1995,
         between the PPM, the Physician Practice and Dean J. Yimoyines M.D., the
         Chairman of the Board of Directors and the Company's former CEO ("Dr.
         Yimoyines"). A copy of the Stockholder's Agreement is attached hereto
         as Exhibit "B". Dr. Yimoyines is no longer an employee of the Company
         or the PPM, however he continues as the CEO and President of the
         Physician Practice. As a consequence of the terms and conditions of the
         Stockholders Agreement, which are further described below, the Company
         believes that Dr. Yimoyines, and his successors, are "nominee
         shareholders" within the meaning of Emerging Issues Task Force ("EITF")
         97-2 in that the Company's relationship with such shareholders, through
         its wholly owned subsidiary the PPM, has all of the six nominee
         shareholder characteristics that are set forth in footnote 1 of EITF
         97-2; and

         (3) the PSSA requires that the Physician Practice perform all medical
         related services exclusively for the PPM unless the PPM otherwise
         agrees in writing.

Securities and Exchange Commission
Page 6
September 29, 2005

         Under the provisions of ARB - 51 Consolidated Financial Statements,
consolidated financial statements reflect a more meaningful presentation, so
long as one of the companies in the group has a direct or indirect controlling
financial interest in the other companies. The usual condition for a controlling
financial interest is ownership of a majority voting interest, and, therefore,
as a general rule ownership by one company, directly or indirectly, of over
fifty percent of the outstanding voting shares of another company generally
points toward consolidation.

         The Company believes that as a result of the terms and conditions of
the PSSA and the Stockholders Agreement described below, it has an indirect
controlling financial interest in the Physician Practice through the PPM.
Consequently, the Company maintains that the Physician Practice would be scoped
out of the provisions set forth in FIN 46R.

         Pursuant to Section 4 of the Stockholders Agreement, so long as the
PSSA remains in effect, the PPM has the option at any time and from time to time
to designate an individual qualified under Connecticut law to purchase all of
the shares owned by one or more stockholders of the Physician Practice. The
purchase price for such shares would be equal to the lesser of (x) the amount
the stockholder paid for the shares and (y) the boo