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CORRESP
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(212) 519-5115

February 11, 2005

VIA FEDERAL EXPRESS

Securities
and Exchange Commission

450
Fifth Street, NW

Washington,
D.C. 20549

Attention:  Peggy A. Fisher - Assistant Director

  Re:

  Langer, Inc./Form S-1/A filed January 31, 2005

  File No. 333-120718

Dear
Ms. Fisher:

We hereby submit in electronic format to the
Securities and Exchange Commission (the “Commission”), pursuant to the
Securities Exchange Act of 1934, as amended (the “Act”), and Regulation S-T,
Amendment No. 2 to the Registration Statement on Form S-1 of Langer, Inc. (“Langer”
or the “Company”).

The Form S-1 has been revised in response to the
Staff’s comments contained in the Commission’s letter of comments (the “Staff
Letter”) dated February 7, 2005.  In
connection therewith, set forth on Schedule A hereto are the Company’s
responses to the Staff Letter, which have been listed in the order of the
comments from the Staff Letter.

Please feel free to contact me at (212) 519-5115,
with any questions regarding the foregoing.

Very truly yours,

Steven E. Cohen

Enclosure

cc:         Adelaja Heyliger (with courtesy copy via
Federal Express)

Schedule A - Responses of
Langer, Inc. to the

Commission Staff Comment Letter
dated February 7, 2005

Form S-1

Prospectus Summary – Page 1

1.             Please add a “Recent Developments”
paragraph to discuss briefly your financial results for the three months ended December 31,
2004.  Also discuss the recent financial
statement adjustments made in connection with the Silipos acquisition and that
the pro forma financial statements in the original Form S-1 should not be
relied upon, as disclosed in the Form 8-K filed January 28, 2005.

The Company intends to revise the S-1 to include its
audited financial statements for the year ended December 31, 2004 upon
completion of its audit and prior to distributing preliminary prospectuses and
commencing the roadshow for the offering.

The Company has revised the S-1 in response to the
Staff’s comment to include a “Recent Developments” paragraph to disclose the
recent financial statement adjustments made in connection with the Silipos
acquisition and that the pro forma financial statements in the original Form
S-1 should not be relied upon.  Please
see the marked changes on page 5.

Risk Factors – Page 8

We may face difficulties integrating the operations of Silipos – Page
10

2.             We note your response to prior
comment 6 and reissue the last sentence of that comment.  To date, please tell us whether you have
experienced any such material integration delays or unexpected costs that have
resulted in or are expected to result in a materially adverse impact to your
business and operations.

The Company has not experienced any material
integration delays or unexpected costs with respect to Silipos to date that
have resulted in or are expected to result in a materially adverse impact to
the Company’s business and operations.

Use of Proceeds – Page 23

3.             We have read and reviewed your
response to comment 25 and the marked changes on pages 23 and 27.  We believe it is unclear how approximately $3
million of the proceeds (noting $16 million will be used to pay off debt, $2.5
million used on the exercise of the put option and approximately $13.4 million
to be used for working capital) reconciles to the change in capitalization.  Please revise the filing to clearly state how
the proceeds are expected to be used.

The Company has revised the S-1 in response to the
Staff’s comment.  Please see the marked
changes on page 24.

Unaudited Pro Forma Condensed Financial Statements – Page 30

4.             We see you indicate herein that
these unaudited pro forma condensed consolidated financial statements do not
give effect to your possible acquisition of Poly-Gel and do not include any
potential cost savings or synergies that you may achieve in the event you
acquire Poly-Gel whether pursuant to the Put Option or otherwise.  If the exercise of the Put Option is
probable, the pro forma financial statements should also disclose the pro forma
financial statement impact thereof.  If
not probable, please so disclose.

The Company believes that the exercise of the
Put Option is possible. However, because the exercise of the Put Option is not
within the Company's control, the Company cannot determine the probability that
the Put Option will be exercised. The Company has revised the S-1 to reflect
the foregoing. Please see the marked changes on page 31.

Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Page 36

Results of Operations – Page 40

5.             We have read and reviewed your
response to comment 31.  We note that you
revised the document to include the cost of sales and gross profit variances by
segment, but did not discuss the significant causes (by segment) of the
variances.  Please revise the document to
provide this information.

The Company has revised the S-1 in response to the
Staff’s comment.  Additionally, the
Company has reclassified certain net sales and costs of sales from the
distributed products segment to the custom orthotics segment for the nine month
period ended September 30, 2003

Please see the marked changes on page 43.

6.             We have read and reviewed your
response to comment 32.  We note that
there continue to be many general explanations which we believe should be
quantified and further discussed.  For
example, quantify the reason for changes in net sales due to “price increase
initiatives” and “loss in volume” (see page 41).  Also, quantify the impact on cost of sales of
the “cost containment measures” discussed on page 42.  Note these examples are not all-inclusive.  Revise the filing to address our concerns.

The Company has revised the S-1 in response to the
Staff’s comment.  Please see the marked
changes on page 43.

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Business – Page 56

Acquisition History – Page 56

7.             We note your response to prior
comment 42 and your statement that Sheldon Langer has not been an affiliate
during the past three years.
Supplementally advise whether he has any relationship to Langer
Partners, your largest shareholder.  If
so, disclose the material terms of the consulting agreement.  Also explain the reason for entering into the
consulting agreement and Mr. Langer’s relationship to Benefoot.

Prior to Dr. Sheldon Langer's death in 2004, he had
no relationship with Langer Partners.  Dr.
Langer was a principal of Langer Biomechanical Group Inc., a New York corporation
(the predecessor of the Company), until 1993.
At the time of the Company’s acquisition of Benefoot in 2002, Dr. Langer
was a consultant to Benefoot and his son was a principal of Benefoot.  The Company entered into a consulting
agreement with Dr. Langer because of his prior relationship with Benefoot, as
well as his established relationships and professional stature in the orthotics
industry.

Patents and Trademarks – Page 62

8.             We note your response to prior
comment 45 and the additional disclosure on page 62.  Please disclose the duration of your AEI and
Zook licenses.

The Company has revised the S-1 in response to the
Staff’s comment.  Please see the marked
changes on page 63.

Executive Compensation – Page 63

9.             Update the disclosure to provide
all compensation information for 2004.

The S-1 discloses all executive compensation
for 2004, except for bonuses, which have not yet been determined, and the perquisites
and other personal benefits, securities or property, which in the aggregate,
are the lessor of either $50,000 or 10% of the total of annual salary and bonus
reported for the executive, as described in Item 402(b)(2)(iii)(C)(1)
of Regulation S-K.

Principal Stockholders – Page 67

10.          We reissue prior comment 48 with
respect to Atlas Capital.

The Company notes that Atlas holds convertible notes
as a nominee for various persons, each of whom beneficially own less than 5% of
the common stock. Atlas has discretionary authority with respect to voting and
disposition over only a small portion of such shares resulting in beneficial
ownership by Atlas of less than 2% of the Company's common stock. Accordingly,
we do not believe additional disclosure regarding individual beneficial owners
is necessary.  The Company has revised
the S-1 to reflect the foregoing.  Please
see the marked changes on page 80.

11.          In footnote 2, disclose the number
of shares held by Langer Partners, LLC.

The Company has revised the S-1 in response to the
Staff’s comment.  Please see the marked
changes on page 79.

Notes to December 31, 2003 Consolidated Financial Statement s of
Langer, Inc.

Note 1.
Summary of Significant Accounting Policies

Revenue Recognition – Page F-8

12.          We have read and reviewed your
response to comment 56.  Please confirm
to us supplementally that you are not continuing Silipos’ practice of offering
sales incentives to vendors.

4

The Company did not previously offer sales
incentives to vendors and the disclosure of EITF No. 01-09 was, therefore, not
required.  The Company acquired Silipos
on September 30, 2004 and accordingly the Company’s September 30,
2004 unaudited condensed consolidated financial statements did not include the
results of operations of Silipos. The Company intends to continue Silipos’
practice of offering sales incentives to vendors.  In future filings, which will include the
results of operations of Silipos, the Company will include disclosure in its
financial statements similar to the disclosure contained in the Silipos
financials statements with respect to its accounting for sales incentives.

(i)  Goodwill and Identifiable Intangible Assets
with Indefinite Lives – Page F-9

13.          Refer to our prior comment
58.  We see pages 39 and F-41 still refer
to appraisers.  As previously noted, if
you elect to make a reference to appraisers in your financial statements (or elsewhere
in the filing) you will be required to identify the appraisal firm under “Experts”
and include their consent in the registration statement.  Alternatively, you could revise the filing to
omit this reference.

The Company has deleted all the references to
appraisers. Please see the marked changes on pages 40 and F-43.

Note 14, Related Party Transactions – Page F-30

14.          Please revise this Note and Note
8 to the September 30, 2004 financial statements as necessary to conform
to information disclosed on pages 80 to 82 for the applicable periods.

The Company has revised the S-1 in response to the
Staff’s comment.  Please see the marked
changes on pages F-30 and F-49.

Notes to September 30, 2004 Consolidated Financial Statements of
Langer, Inc.

Note 2, Acquisitions – Page F-37

15.          We have read and reviewed your
response to comment 62.  Please address
the following concerns supplementally.

•              We note that you have recorded
the Put Option at fair value and subsequently marked it to market through
earnings.  Please specifically tell us
how the guidance in EITF 00-6, which addresses freestanding financial
instruments indexed to, and potentially settled in, the stock of a consolidated
subsidiary, applies to the Put Option, which if exercised, would be settled in
cash.  Provide us supplementally with an
analysis of how SFAS 150 impacts the accounting for the instrument.

In an effort to determine the appropriate accounting
for the Put Option, the Company initially looked to SFAS 133.  The Company concluded the Put Option did not
contain a provision for net settlement, as required by paragraph 6(c) of
SFAS 133, and, therefore, the Put Option was not included within the scope
of that Statement.  The Company then
began to look to other authoritative literature for guidance noting that there
was no specific guidance for the accounting for written options that did not
fall within the scope of SFAS 133.
This lack of authoritative literature was further supported by Question
4 to the Guide to Implementation of Statement 115 on Accounting for
Certain Investments in Debt and Equity Securities: Questions and Answers.  Question 4 states in part that “[O]ther
types of rights to acquire or dispose of ownership interests in an enterprise
(for example, options and warrants) that do not have readily determinable fair
values will generally meet the definition of a derivative instrument and
accounted for under the requirements of Statement 133 (see Question 3
for additional discussion).  If those
interests fail to meet the definition of a derivative instrument, there is no
existing authoritative literature that addresses the accounting.”

In conducting its research, the Company did note
several references to the SEC Staff’s position with respect to written
options.  Although the accounting
treatments provided under EITF 00-6 do not specifically apply to the Company’s
accounting for the Put Option, the Company analogized to the comments in
paragraph 8(d) describing the SEC’s longstanding position that written options
should initially be recorded at fair value and subsequently marked to fair
value through earnings.  We cited EITF 00-6 in our
original response only because it references this longstanding position of the
SEC.

The Company further believes the references to SFAS 150 within EITF
00-6 would not be applicable to the Company’s accounting for the Put Option for
the reason discussed above.
Additionally, the Put Option does not provide for the issuance of Silipos shares.

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•              While we see that the option is
exercisable at any time from and after August 20, 2004 and prior to February 16,
2005, it is not clear why your March 31, 2004 and earlier financial
statements are not impacted by the Put Option.
That is, why is it a footnote disclosure only matter on and prior to March 31,
2004?

No adjustment in the March 31, 2004 financial
statements was made based upon the determination, at that time, that the
underlying value of Poly-Gel exceeded the purchase price under the Put Option.

•              We see that you have restated
Silipos’ September 30, 2004 financial statements to record the fair value
of the Put Option as of September 30, 2004 (the difference between the
estimated purchase price of Poly-Gel pursuant to the terms of the supply
agreement and your valuation of Poly-Gel).
Why, then, have you not accounted for the Put Option on your books as
part of the acquisition of Silipos, whereby you would have assumed this
obligation as part of the deal rather than considering it part of the purchase
price?

We have revised Note 2 to the condensed consolidated
financial statement on page F-43 to reflect the liability under the Put Option
as a liability assumed as part of the acquisition of Silipos rather than as
part of the purchase price.

•              Confirm that you have not yet
recorded an expense (or income) for the fair value (or changes therein) of the
Put Option in your financial statements.

The Company has not yet recorded any expense or
income for the fair value (or changes therein) of the Put Option in the
financial statements.

•              If Poly-Gel were to exercise the
Put Option, please tell us how you would account for the purchase of Poly-Gel.

If the Put Option were to be exercised, the Put
Option liability would be reduced by the amount of payment required under the
Put Option and any remaining balance in the Put Option liability account would
be charged against or credited to earnings.
The assets and liabilities of Poly-Gel, which have minimal value, would
be recorded at fair value, with the difference between the fair value of the
assets and the fair value of the

6

liabilities recorded as goodwill.  All transaction costs and the obligation
under the Silipos purchase agreement to pay SSL the difference between
$4,500,000 and the price paid for Poly-gel pursuant to the Put would be
recorded as additional goodwill.

•              We see you indicate y