SecProbe.io

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Mail Stop 6010

      June 22, 2005

Via Facsimile and U.S. Mail

Mr. Daniel Lehrfeld
Chief Executive Officer
Photonic Products Group, Inc.
181 Legrand Avenue
Northvale, NJ   07647

	Re:	Photonic Products Group, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
Filed April 12, 2005
		File No. 0-11668

Dear Mr. Lehrfeld:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Note 1 - Significant Accounting Policies

-h. Acquired Goodwill and Intangible Assets, page F-8

1. We note that you recorded $443,750 in intangibles relating to
the
acquisition of Laser Optics, Inc. in 2003 and you recorded an
additional $656,124 of intangible assets in 2004, primarily
relating
to the acquisition of MRC Precision Optics, Inc.  Please respond
to
the following:

* For each of the intangibles recorded in connection with these
acquisitions, tell us the amortization period used and your basis
for
the estimated useful life.  Tell us why you believe these lives
are
appropriate.  Revise future filings to provide the disclosures
required by paragraph 52 of SFAS 141.

* Tell us why you did not record any amortization in 2003 and only
$32,425 of amortization in 2004.  Tell us why you did not record
any
amortization in 2004 relating to the acquisition of MRC in 2004.

Note 9 - Related party transactions, page F-16

2. We note that you issued a $1.7 million promissory note to
Clarex
in 2003.  In 2004, you issued 200,000 warrants to Clarex "for
offering the 2003 $1.7 million secured promissory note."  Please
respond to the following:

* Clarify why you issued the 200,000 warrants to Clarex nearly a
year
after the offering of the promissory note.

* Tell us if there was an agreement in place at the time the
initial
promissory note was issued for you to issue the 200,000 warrants.

* Tell us how you have accounted for the 200,000 warrants that you
issued in 2004 to this non-employee for services.  Cite the
accounting literature you relied upon.

3. We note that you also issued an additional 200,000 warrants to
Clarex in 2004 as compensation for Clarex extending the maturity
date
of the Note to December 2008.  We note the original maturity date
of
the Note was December 2005.  Please tell us how you accounted for
the
extension of the maturity date.  Discuss how you considered EITF
96-
19 and SFAS 140 in determining your accounting.  Finally, tell us
how
you have accounted for the 200,000 warrants you issued to this
non-
employee as compensation for Clarex extending the maturity date.
Cite the accounting literature you relied upon.

Note 15 - Special Charges, page F-20

4. We note that $475,000, or $.09 per share, of inventory
obsolescence charges in 2003 was recorded to special charges.
Revise
future filings to clearly describe where the special charges would
have otherwise been recorded.  In addition, we note that you had
additional inventory charges in 2004.  Tell us where these charges
were recorded on your 2004 statement of operations.

Note 16 - Acquisition, page F-20

MRC Precision Optics

5. In connection with the acquisition of MRC, you granted the
former
owner and president of MRC consideration of up to $60,000 per year
based on future earnings of MRC.  In your disclosures on the Forms
8-
K and 8-K/A dated October 19, 2004, it appears that you consider
these to be earn-out payments rather than compensation.  Provide
us
with your evaluation of EITF 95-8 to support your conclusion that
these contingent payments are not compensation for future
services.

Laser Optics

6. Included in the 2003 asset purchase of Laser Optics was the
acquisition of its catalog optics inventory, which you recorded at
fair value.  You disclose in the last sentence on page F-22 that
as a
result of shift in strategy, $312,000 of inventory was
reclassified
to goodwill.  Based on the information provided, it appears that
the
inventory became obsolete due to changes that occurred subsequent
to
the acquisition.  Please respond to the following:

* Please clarify the timing and nature of the events that caused
the
inventory to become obsolete.

* Tell us why you concluded it was appropriate to increase the
amount
recorded to goodwill for this acquisition as a result of the
inventory becoming obsolete.

* Tell us when the allocation period for this acquisition was
completed.  Refer to the definition of allocation period in
Appendix
F of SFAS 141.  If the allocation period had not ended prior to
this
inventory adjustment, tell us why you did not provide the
disclosures
required by paragraph 51(h) of SFAS 141.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested 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 filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact David Burton, Staff Accountant, at (202)
551-
3626, Kevin L. Vaughn, Staff Accountant, at (202) 551-3643, or me
at
(202) 551-3327 if you have questions regarding these comments.

							Sincerely,

      Michele Golhke
					  		Branch Chief
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Mr. Daniel Lehrfeld
Photonic Products Group, Inc.
June 22, 2005
Page 4

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