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(212) 519-5115

April 13, 2005

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 March 30, 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. 4 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 April 8, 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

Form S-1

Registration
Statement Cover Page

1.We note your statement that the approximate commencement date for the offering will be "[f]rom time to time after this Registration
statement becomes effective." This language seems inconsistent with a firm commitment offering not conducted pursuant to Rule 415. Please revise or advise.

The
Company has revised the cover page of the S-1 to replace "[f]rom time to time after this Registration Statement becomes effective" with "As soon as practicable
after the effective date of this Registration Statement."

Management's
Discussion and Analysis of Financial Condition and Results of Operations—Page 36

2.Please reconcile your belief that you will be able to increase the prices of your products to offset the effects of inflation with your disclosure on
page 42 that a 5% increase in the prices of your orthotic products resulted in an 11% reduction in sales unit volume.

The
Company has revised the S-1 to disclose that the 5% increase in the prices of our orthotic products was as part of an effort to improve margins in 2004. We have also revised the
S-1 to remove the following language "and anticipate that we will be able to continue to do so in the future." Please see the marked changes on pages 42 and 54.

Management—Page 70

Compensation
of Directors—Page 73

3.Update to disclose all compensation, including but not limited to consulting fees and restricted stock, that Mr. Kanders received during your most
recently completed fiscal year. Expand to discuss the material terms of the previous and current consulting agreements.

The
Company has revised the S-1 in response to the Staff's comment. Please see the marked changes on page 73. In 2004, Mr. Kanders did not receive compensation other than the
disclosed consulting fees, shares of restricted stock, and options to purchase shares of common stock.

Principal
Stockholders—Page 78

4.We note your response to prior comment 8 and reissue the last sentence. Please tell us whether there are any affiliations among the "Certain beneficial owners"
for whom Atlas serves as custodian. If any affiliations do exist, please tell us whether the aggregate shares beneficially owned by the affiliated parties are greater than 5% of the registrant's
common stock.

Atlas
Capital has informed us that there are no affiliations among the beneficial owners for whom Atlas Capital serves as custodian.

Financial
Statements

Consolidated
Statements of Cash Flows—Page F-7

5.Please tell us the individual amounts that make up the $5,796,534 presented as purchase of businesses, net of cash acquired. We note that the amount changed by
$934,891 since September 30, 2004.
A-1

Set
forth below is a roll forward of "purchase of businesses, net of cash acquired" reflected in the statements of cashflows from the September 30, 2004 Form 10-Q to the
December 31, 2004 Form 10-K:

Cash paid at closing

$
5,000,000

Less: Cash acquired

(380,294
)

Add: Cash paid for transaction costs

241,937

As presented in the September 30, 2004 Form 10-Q

4,861,643

Deferred contingent consideration related to the acquisition of Benefoot separately stated in the September 30, 2004 statement of cashflows

465,988

Transaction costs paid in the 4th quarter

466,873

Immaterial adjustment to cash acquired

2,030

As presented in the December 31, 2004 Form 10-K

$
5,796,534

Note 2.    Acquisitions—Page F-12

(c)
Acquisition of Silipos—Page F-15

6.You currently have disclosed that the purchase price is subject to reduction based upon adjustments to tangible net worth, as defined, at September 30,
2004. Please update these purchase price adjustment disclosures to December 31, 2004.

The
Company has revised the S-1 in response to the Staff's comment to disclose settlement of the Silipos purchase price adjustment. Please see the marked changes on pages 50, 52 and
F-37. Also, the Company has revised the S-1 to remove references that the Silipos purchase price remains subject to reduction.

7.We see the Silipos purchase price allocations, including goodwill, changed significantly from those at September 30, 2004 (as disclosed in your
previously filed Form S-1). Please tell us supplementally the reason for the changes and how the changes comply with generally accepted accounting principles, including
SFAS 141.

The
purchase price for Silipos changed from its preliminary allocation reflected as of September 30, 2004, principally due to the completion of the fair value analysis of the balance

A-2

sheet
and the resulting increase (decrease) effect on goodwill at December 31, 2004 as described below:

SSL net receivables

$
636,000

Represents the elimination of net receivables recorded by Silipos that the Company did not acquire.

Deferred tax assets

1,602,000

Represents certain deferred tax assets acquired in the transaction which have been fully reserved pursuant to our analysis.

Inventory

527,000

Relates principally to the fair value of raw materials at September 30, 2004, in accordance with paragraph 37 of SFAS 141.

Deferred income taxes payable

1,699,000

Upon completion of the final allocation of the Silipos purchase price to identifiable intangible assets, the Company recorded a deferred income tax liability of approximately $1,699,000 associated with such identifiable intangible assets that are
amortizable for financial statement purposes but not for income tax purposes, in accordance with SFAS 109.

Other fair value adjustments

(46,000

)

$

4,418,000

        Below
is a reconciliation of goodwill from September 30, 2004 to December 31, 2004:

Goodwill at September 30, 2004

$
4,203,000

Per above

4,418,000

Goodwill at December 31, 2004

$
8,621,000

        The
change in the goodwill noted above had no effect on the Company's operating results or stockholders' equity as previously reported.

8.We note that you assumed the Put Option obligation as part of your purchase of Silipos, and that you recorded the excess of the purchase price over the fair
value of the assets and liabilities of Silipos as goodwill. Please tell us why you believe changes in the fair value of this Put Option (including its expiration) after you acquired it from Silipos
represent gains or losses rather than a preacquisition contingency to be accounted for based on the guidance at paragraph 40 of SFAS 141. If considered a preacquisition contingency, tell
us why you believe the expiration of the Put Option was not a subsequent event that provided additional evidence with respect to a condition that existed at the date of the balance sheet date. If not,
tell us the facts and generally accepted accounting principles that support your conclusions. We may have further comments after reviewing your response.

The
Company does not believe the Put Option represented a preacquisition contingency. The Company believes the Put Option is a written option that meets the definition of a financial instrument and
should be recorded initially at its fair value and included in the purchase price allocation on the acquisition date (September 30, 2004), with subsequent changes in fair value adjusted through
earnings.

A-3

The
Company initially looked at 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 in the scope of that Statement. The Company then began to look at other authoritative literature for guidance noting 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 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 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 Commission's longstanding position that written
options should initially be recorded at fair value and subsequently marked to fair value through earnings.

If
the Company were to hypothetically conclude that the Put Option was a preacquisition contingency in accordance with paragraph 40 of SFAS 141, the Company was no longer waiting for
information necessary to fair value the Put Option as of the acquisition date and, accordingly, the allocation period (as defined in Appendix F of SFAS 141) would have ended at such
date. As stated in paragraph 41 of
SFAS 141, "after the end of the allocation period, an adjustment that results from a preacquisition contingency other that a loss carryforward shall be included in the determination of net
income in the period in which the adjustment is determined." Accordingly, the Company believes the accounting result would not change.

Note 6.    Long-term
Debt—Page F-20

9.We see the disclosures herein that "the $7.5 Million Note is secured by the pledge of the stock of Silipos and, if not repaid in full on or before
March 31, 2005, the Company is obligated to make an additional payment of $500,000 or the principal amount will be increased by $1 million (either payment a "Protection Payment"). Please
revise the document to disclose the methodology and assumptions made by management in determining the fair value of the protection payments. Expand your disclosure to more fully explain the nature of
the Protection Payment related to the $3.0 Million Note. Supplementally tell us the generally accepted accounting principles that support your accounting for the Protection Payments. Also, why didn't
your previously filed Form S-1 include disclosures about these payments? Finally, tell us how the March 31, 2005 Settlement Agreement impacts your current and future period
accounting for the payments. Revise the filing as necessary based on our comments. We may have further comments after reviewing your responses and revisions.

 Methods and Assumptions

The
Company has revised the S-1 to disclose the methodology and assumptions made by the Company's management in determining the fair value of the Protection Payment as well as to more
fully explain the nature of the Protection Payment related to the $3.0 Million Note. Please see the marked changes on page F-22.

A-4

 Accounting for Protection Payment

The
Company determined that the Protection Payment represents derivative instruments embedded in the $7.5 Million Note and the $3.0 Million Note and thus accounted for them under SFAS 133 by
fair valuing and subsequently marking both derivative instruments to market through earnings. As of December 31, 2004, management determined that there were two possible scenarios:

(i)that
the Company's proposed offering of 5,000,000 shares of common stock would be successfully completed and that a portion of the proceeds would be utilized to repay
both the $7.5 Million Note and the $3.0 Million Note prior to March 31, 2006; or

(ii)that
the proposed offering would not be completed and that the Company would not be able to meet its obligations under the two notes.

Further,
management determined at the valuation date that it would not be able to prepay the $7.5 Million Note by March 31, 2005, thus requiring a Protection Payment. Management also gave a
probability weighting to the two possible alternatives to making the Protection Payment in its analysis.

The
derivate instruments embedded in the $7.5 Million Note and the $3.0 Million Note were valued using the discounted cashflow method. We projected expected payments of interest and principal as of
December 31, 2004 (the Valuation Date) and discounted the payments to present value at a discount rate reflected in the inherent level of risk. The same discount rate was used for each
derivative instrument since management believes that the same risk of not completing the offering was applicable to both derivative instruments.

The
derivatives are embedded in each note, because to the extent there is a payment made pursuant to the $7.5 Million Note, there is a derivative relating to the potential reduction of the principal
of the $3.0 Million Note based upon the repayment of both notes by March 31, 2006. Thus, each component of the Protection Payment was fair valued.

 Prior Disclosure of Protection Payment

Although
we never used the term "Protection Payment" in the original Form S-1 filing and subsequent amendments, the nature of the Protection Payment was described and disclosed
under "Use of Proceeds," "Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations," "Management's Discussion and Analysis of Financial Condition and Results of
Operations—Contractual Obligations," "Management's Discussion and Analysis of Financial Condition and Results of Operations—Long-term Debt," "Management's
Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources," and Note 4—Long-term Debt to our Consolidated Financial
Statements for the Nine Months Ended September 30, 2004.

 Subsequent Event

The
March 31, 2005 settlement (and the election to increase the note principal by $1,000,000 as the Protection Payment) results in the following:

(i)interest
expense will be recorded and the $7.5 Million Note balance will be increased by $1,000,000 as of and for the quarter ending March 31, 2005;

(ii)$7.5
Million Note balance will be reduced by approximately $232,000, the settlement of the working capital deficiency;

A-5

(iii)the
derivative relating to the Protection Payment will be fair valued using similar methodologies under three possible outcomes:

(a)the
$7.5 Million Note, the principal of which is $8,268,000 as of April 1, 2005, is repaid by May 31, 2005 and the $3.0 Million Note is repaid on or before
March 31, 2006, and 100% of the Protection Payment is recovered by a reduction in the obligation under the $3.0 Million Note to $2,000,000.

(b)the
$7.5 Million Note is not repaid by May 31, 2005 but both the $7.5 Million Note and the $3.0 Million Note are repaid on or prior to March 31, 2006 and 50% o