SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 November 30, 2010
Joseph D’Agostino Chief Financial Officer Milestone Scientific Inc. 220 South Orange Avenue Livingston, NJ 07039
 Re: Milestone Scientific Inc.
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 10, 2010
Definitive Proxy Statement filed April 14, 2010
File No. 001-14053

Dear Mr. D’Agostino:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Joseph D’Agostino
Milestone Scientific Inc.
November 30, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 9A. Controls and Procedures, page 22

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 23

 1. We note your disclosure th at there "have been no significant
 changes in the Company’s
internal controls over financ ial reporting." Item 308(T)(b ) of Regulation S-K requires you
to disclose any change  in your internal control over financial reporting that occurred
during the your last fiscal quart er that has materially affect ed, or is reasonably likely to
materially affect, your internal  control over financ ial reporting. Please confirm for us in
your response whether there were any changes required to be disclosed by Item 308(T)(b)
of Regulation S-K for the fiscal quarter ended December 31, 2009.  In addition, please also revise future filings, if true, to cl early disclose that in connection with your
evaluation no changes
 in internal control over financial reporting were identified that
occurred during the quarter ended December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting.
 Key Personnel, page 24

 2. Please confirm that in future filings, you w ill briefly discuss the specific experience,
qualifications, attributes or skil ls that led to the conclusion that each director should serve
as a director.  For example, we note that you have not provided such information for Mr.
Fuller.  See Item 401(e) of Regulation S-K.
 Item 12.  Security Ownership of Certain Beneficial Owners…, page 29

 3. Please tell us why you did not include Joe W. Ma rtin in the table.  Please see Item 403(b)
of Regulation S-K.
Item 13.  Certain Relationships and Related Transactions…, page 31

 4. Please identify to us the shareholder discussed in this section and describe how they are a
related party pursuant to Item 404(a) of Regulation S-K.  Pleas e also tell us the largest
aggregate amount of principal outstanding dur ing the period for which disclosure is
provided, the amount thereof out standing at the end of the fiscal year, the amount of
principal paid during the periods for which disclosure is provided and the amount of
interest paid during the period for which disclo sure is provided as required by Instruction
4 to Item 404(a) of Regulation S-K and confirm to us that you will provide such disclosure in future filings.   Also, please tell us why you have not filed the agreements related to your relationship w ith this shareholder as exhib its as required by Item 601 of
Regulation S-K.

Joseph D’Agostino
Milestone Scientific Inc.
November 30, 2010 Page 3  Financial Statements, page F-1

 Note L – Income Taxes

 5. We see that during the fiscal years ended December 31, 2009 and 2008, you received
$777,609 and $675,903, respectively, for the, “sale of tax credits under the New Jersey
Technology Business Tax Certificate Transfer Program,” and that you recorded the sale
of these tax credits as part of  other income.  Please describe for us in greater detail these
transactions.  Specifically, please include the si gnificant terms associated with the sale of
these tax credits, a description of the pa rties involved, your relationship with the
counterparties, and the business reasons why you and each of the counterparties would enter into such a transacti on.  Please quantify and describe for us how the amount of
other income was calculated including any cost  basis associated with the credits and
describe the US GAAP literature, which suppor ts the recognition of these sales of tax
credits as “other income” in your statements of operations.

Exhibit 31

6. We note that you replaced the word “regis trant” with “small business issuer” in
paragraphs 4 of the certifications. In future  filings, please revise the certifications to
present them in the exact form as set forth in Item 601(b)(31)(i) of Regulation S-K with
no modifications.

Definitive Proxy Statement filed April 14, 2010
 7. Please tell why you have not discussed the information required by Item 407(h) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Joseph D’Agostino
Milestone Scientific Inc. November 30, 2010 Page 4

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3212 if you have questions regarding comments on th e financial statements and related matters.
Please contact Allicia Lam at (202) 551-3316 or Jay Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at (202) 551-3157 with any questions.

         S i n c e r e l y ,                     Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f