SecProbe.io

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                           [Letterhead of Registrant]

                                  July 20, 2005

VIA EDGAR AND UPS RED

Gary Todd, Reviewing Accountant
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 03-06
450 Fifth Street, N.W.
Washington, D.C. 20549-0306

                  Re:      Imaging Diagnostic Systems, Inc.
                           Form 10-K/A for the Fiscal Year Ended June 30, 2004
                           Filed June 7, 2005
                           File No.: 000-26028

Dear Mr. Todd:

         In connection with the review of the above-captioned Form 10-K/A for
Imaging Diagnostic Systems, Inc. (the "Company"), we are responding to your
additional comments set forth in your letter dated June 24, 2005, to Allan L.
Schwartz, Executive Vice President and Chief Financial Officer of the Company,
which was received in our office by Fax. To assist you in expediting your
review, we have enclosed a marked copy of Amendment No. 2 to our Form 10-K/A
showing changes from Amendment No. 1 (without exhibits). This cover letter,
Amendment No. 2 and amended 10-Q's for September 2004, December 2004 and March
2005 have been filed with the Commission via EDGAR earlier today.

Form 10-K/A for the Fiscal Year Ended June 30, 2004

Financial Statements - Page 40
------------------------------

Statement of Cash Flows - Page F-14
-----------------------------------

1.       The Statement of Cash Flows for the year ended June 30, 2004, and for
         the date of inception through June 30, 2004, has been corrected to
         properly reflect the increases in inventories, accounts payable and
         accrued expenses, and other current liabilities as cash outflows. The
         prior revision, based upon your original comments, contained certain
         mathematical errors.

Note 2(b) Revenue Recognition - Page F-17
-----------------------------------------

2.       We believe that the sales of our product are not multiple-element
         arrangements as defined by EITF 00-21 and that we are recognizing
         revenue in accordance with the guidance provided in SAB 104. The
         requirements for revenue recognition

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Securities and Exchange Commission
Division of Corporate Finance
July 20, 2005
Page 2

         have been met for both the February 2004 sale and the February 2005
         sale. All obligations to our distributor regarding the February 2004
         sale have been fulfilled. These obligations included physician training
         and installation and service training. The obligations of the February
         2005 sale have also been fulfilled. Installation assistance was
         provided to our distributor under a separate agreement for which they
         were invoiced for travel and subsistence costs.

         Independently, we decided, effective July 1, 2005 (the commencement of
         our new fiscal year) that we will not include installation or training
         in any product sale. We have reissued our Global Price Book to clarify
         that sales of our product do not include installation or training and
         that these services are available for separate purchase. Please be
         informed that we have a variety of distributor contract models
         including some that do not contain installation or training
         obligations. Management reviews each transaction for compliance to our
         sales recognition criteria.

3.       We have no collectibility concerns in recognizing the revenue from the
         January 2005 sale to Biomedical International Snc. In addition to
         having a confirmed purchase order and a distributor agreement, our Vice
         President of International Sales visited the end-user customers to
         verify terms, met with the leasing company and met with the
         sub-distributor involved in the sale. The distributor was liable in the
         event that financing could not be arranged. We received Biomedical's
         full payment in the form of an initial wire transfer and checks that
         were deposited and collected at designated times as set forth in the
         amended payment terms.

Note 2(m) Intangible Assets - Page F-23
---------------------------------------

4.       As a development stage company, we initially had no UL or CE quality
         systems. We engaged the service of outside consulting firms to set up
         our quality systems, manufacturing process record keeping and technical
         files to the standards required. Third party consulting firms were used
         because we lacked the skills and knowledge to set up these protocols
         and systems.

         SFAS 142 defines the standard for the accounting of intangible assets
         and further defines the guidelines for determining the useful lives of
         intangible assets. We believed that the accounting treatment at the
         time for recording the costs associated with obtaining these protocols
         and systems was correct based on the following rationale. The economic
         benefit of the costs would last indefinitely. In fact, all of the
         protocols and systems set-up by the consulting firms are in use today
         and remain valid as evidenced by our certifications being renewed upon
         each UL/CE inspection. We must continue to use these protocols and
         systems indefinitely in order to qualify and pass the periodic
         inspections required by UL/CE. This fact alone speaks of indefinite
         life. We also determined that these intangible assets had no legal,
         regulatory, contractual, competitive, economic or other factors that
         would limit their useful lives. Consequently, in accordance with
         SFAS-142, par.11 these assets were considered to have indefinite lives.

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Securities and Exchange Commission
Division of Corporate Finance
July 20, 2005
Page 3

         We have followed the guidance provided by SFAS 142 and have tested
         these intangibles for impairment annually.

         Given our lack of skills and knowledge in UL and CE systems and
         protocols to acquire these systems and protocols internally, we had to
         rely on the expertise of an independent consulting firm to provide
         them. If we did possess the skills to develop these systems and
         protocols internally, the costs would probably have been expensed as
         wages. We further believe that the costs of obtaining these systems and
         protocols are not research and development or product development costs
         because they apply to the Company's entire functional process including
         manufacturing, labeling, compliance etc. The technological feasibility
         of the product was established prior to the Company's inception, and
         the intangible assets acquired continue to provide additional economic
         benefit or value to the existing technology indefinitely.

5.       Please see response no. 4.

6.       The SEC Staff's comment regarding the inconsistent accounting treatment
         of the initial UL and CE costs and subsequent FDA regulatory process
         costs resulted in a review by our Audit Committee of our accounting
         policies regarding intangible assets. As part of that review, we also
         examined our FDA and PMA activities and expenses and tested certain
         expenses for accounting treatment as intangible assets. Some,
         especially the outside contracted services with legal experts, appear
         to qualify for such treatment and could also be viewed as
         "indefinite-lived" according to SFAS 142.

         The Company, however, wishes to be conservative in the accounting
         treatment of assets since we are a development-stage enterprise with a
         small asset base. Consequently, we will not reclassify selected FDA or
         PMA expenses as intangible assets.

         Having made this decision to follow a conservative path and in order to
         ensure consistent treatment of our intangible assets, we have
         reclassified the UL and CE costs of $430,302.36 at the time of
         acquisition from intangible assets to certification expense.

        We tested this reclassification of intangible assets to certification
        expense for materiality. Definitions and standards of materiality are
        diverse in accounting literature, but the various authorities do seem to
        concur that materiality is not a constant and can vary between two
        entities of different size and nature. It can also vary for the same
        entity from year to year. Consideration of materiality is a matter of
        judgment and is influenced by our perception of the needs of a
        reasonable person who will rely on our financial statements.

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Securities and Exchange Commission
Division of Corporate Finance
July 20, 2005
Page 4

        Measurement of materiality using a quantitative guideline such as 5% of
        normal pre-tax income was not appropriate for a development stage
        enterprise with no significant revenues. The guidance provided in SAB 99
        suggests that while "rules of thumb" quantitative thresholds as an
        initial step may be employed, management should also consider
        qualitative measurements in determining an accounting item's
        materiality. In this regard, we applied SAB 99 to test the materiality
        of our reclassification of costs of intangible assets to current
        regulatory expense by considering whether or not the reclassification:

          o    arises from an item capable of precise  measurement or whether it
               arises from an estimate and, if so, the degree of  imprecision in
               the estimate;
          o    masks a change in earnings or other trends;
          o    hides a failure to meet analysts' consensus  expectations for the
               enterprise;
          o    changes a loss into income or visa versa;
          o    concerns a segment or other portion of the registrant's  business
               that has been  identified  as playing a  significant  role in the
               registrant's operations or profitability;
          o    affects the registrants compliance with regulatory requirements;
          o    affects the registrant's  compliance with loan covenants or other
               contractual requirements;
          o    has the  effect  of  increasing  management's  compensation,  for
               example,  by satisfying  requirements for the award of bonuses or
               other forms of incentive compensation;
          o    involves concealment of an unlawful transaction.

        We further took into account that our reclassification was not being
        made as a result of an intentional misstatement. Based on the foregoing,
        we concluded that our reclassification was immaterial.

7.      The amounts paid to consultants represented the costs associated with
        setting up the systems and protocols necessary for our Company to
        qualify and to pass the UL and CE inspections. The amount paid to
        consultants for the initial systems and protocols represented the fair
        market value of the indefinite lived asset. The certifications were
        issued by UL. Please see response no. 6.

Note 9. Other Current Liabilities - Page F-27
---------------------------------------------

8.      The application of variable plan accounting treatment to certain stock
        options, which provided a cashless exercise feature, granted to officers
        in the period 1996-2003 was the result of our review of the
        then-available accounting literature. Specifically, the Company relied
        upon on a publication (albeit non-authoritative) of a "Major" accounting
        firm, which publication noted the "cashless exercise" aspect of stock
        options as being persuasive for variable plan treatment. Further, it was
        noted that while not directly on point, FASB Interpretation No. 28,

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Securities and Exchange Commission
Division of Corporate Finance
July 20, 2005
Page 5

        "Accounting for Stock Appreciation Right and Other Variable Stock Option
        or Award Plans" was not inconsistent with this treatment. Based on this
        and our inherent desire to be conservative in this regard, the Company
        concluded that variable plan accounting treatment was appropriate in
        this context. After further review as a result of the Staff's recent
        inquiry, we have concluded that the application of fixed plan accounting
        treatment to these historic stock options granted under our 1995
        Incentive Stock Option Plan is more appropriate. This plan provided a
        means of exercising options through delivery of shares of common stock
        having a fair market value equal as of the date of the exercise to the
        cash exercise price of the option. Additionally, the options were fixed
        as to the number of shares and exercise price and were not contingent on
        a future event. The presumption may be made that the common shares used
        for the exercise would have been "old" shares owned by the optionee. On
        January 3, 2000, the Board of Directors adopted the 2000 Non-Statutory
        Stock Option Plan which provided several methods of payment, including
        the delivery of shares which have been beneficially owned by the
        optionee, the optionee's spouse, or both of them for a period of at
        least six months prior to the time of exercise (the "Delivered Stock")
        in a number equal to the number of shares of Stock being purchased upon
        exercise of the options. The subject language clearly states that the
        shares used for exercise must be mature shares and that all options
        granted under this plan must receive fixed plan accounting treatment.
        All of our subsequent stock option plans include this language. At a
        Board of Directors meeting held on November 20, 2000, an "ad hoc"
        committee appointed by the Board set a policy that any further cashless
        exercise of outstanding options granted to officers under the 1995 Plan
        must use shares held by the optionee for at least six months to conform
        to the method of exercise provided in the 2000 Non-Statutory Stock
        Option Plan. We have altered our interpretation of the literature and
        have applied fixed plan accounting treatment to these options.
        Accordingly, we have reversed the effect of the subject entries and have
        deleted Note 9, as it no longer applies.

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Securities and Exchange Commission
Division of Corporate Finance
July 20, 2005
Page 6

     Imaging Diagnostic Systems, Inc. (the "Company"), acknowledges that we are
responsible for the adequacy and accuracy of the disclosure in the filings made
in response to this comment letter. The Company also acknowledges that staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings and the
Company also acknowledges that it 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.

Sincerely,

IMAGING DIAGNOSTIC SYSTEMS, INC.

/s/ Allan L. Schwartz

Allan L. Schwartz
Executive Vice President
and Chief Financial Officer

Enclosure

c:       Timothy B. Hansen, CEO
         Patrick J. Gorman, Chairman, Audit Committee
         Barry A. Fink, CPA
         Robert B. Macaulay, Esq.

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