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                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                                            WRITER'S DIRECT LINE
                                                                  (212) 838-3089
                                January 30, 2006

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 2 to Registration Statement on Form S-3
                             Filed October 31, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

     Further to our telephone discussions, this letter consists of revised
responses to the Staff's comment letter dated December 14 regarding the
above-referenced Registration Statement filed by Milestone Scientific Inc.
("Company" or "Milestone"). For ease of reference, your inquiries have been
incorporated in this letter and precede our responses. If you have any questions
regarding the responses to your comments, please feel free to call me at the
number indicated above.

General

    1.   Please tell us where you have registered your offer of the shares
         underlying the warrants to the investors who purchase the warrants from
         the selling security holders.

         REGISTRATION OF THE OFFER OF THE SHARES UNDERLYING THE WARRANTS IS
         INCLUDED IN THIS REGISTRATION PURSUANT TO GENERAL INSTRUCTION 4(A)(3)
         TO FORM S-3. THE COMPANY HAS COMPLIED WITH GENERAL INSTRUCTION 4(B)(3)
         BY SENDING TO ALL WARRANT HOLDERS PROXY INFORMATION PERTAINING TO ITS
         ANNUAL MEETING OF STOCKHOLDERS IN NOVEMBER, 2005. TO CLARIFY THE
         SITUATION WE HAVE AMENDED THE REGISTRATION STATEMENT TO INCLUDE THE
         SHARES UNDERLYING THE WARRANTS.

    2    Please expand your response to comment 2 to clarify whether you are
         simply removing the legend from existing warrants or are issuing
         warrants with new terms in exchange for existing warrants. If you are
         simply removing the legend, please reconcile your statement that the
         warrants are non-certificated with your statement that the warrants
         bear a restrictive legend.

         TO CORRECT A MUTUAL MISTAKE BETWEEN THE ISSUER AND THE INVESTORS IN THE
         PRIVATE PLACEMENTS, THE WARRANTS AS ORIGINALLY ISSUED IN THE FORM OF A
         MULTI-PAGE AGREEMENT HAVE BEEN REVISED WITHOUT CHANGE TO ECONOMIC TERMS
         OR SUBSTANCE, INTO THE FORM OF THE CERTIFICATES USED FOR THE '34 ACT
         REGISTERED WARRANTS. THESE CERTIFICATED WARRANTS HAVE BEEN ISSUED,
         BEARING A RESTRICTIVE LEGEND, TO THE INVESTORS AS OF THE DATES AT WHICH
         THE MARCH AND JUNE 2005 PRIVATE PLACEMENTS CLOSED. WE ARE NOW SEEKING
         THE ABILITY TO REMOVE THE LEGEND FROM THOSE WARRANTS UPON RESALE BY AN
         INVESTOR PURSUANT TO THIS REGISTRATION STATEMENT. EVEN BEFORE THE
         REVISION INTO THE FORM OF CERTIFICATED WARRANT, THE MULTI-PAGE
         AGREEMENT WARRANT CONTAINED A SECURITIES ACT LEGEND. THE CERTIFICATED
         WARRANTS CONTAIN A SIMILAR LEGEND.

    3.   It is generally inconsistent with Section 5 of the Securities Act to
         register securities for resale if the private offering of the
         securities is not complete. If investors still can choose to "surrender
         their non-public warrants" to you as mentioned in your response 2, it
         is unclear why it is appropriate to register the resale of those
         warrants at this time.

         THE MARCH AND JUNE PRIVATE PLACEMENTS OF THE SECURITIES CLOSED, AND ALL
         PROCEEDS WERE RECEIVED, IN LATE MARCH THROUGH EARLY APRIL, AND JUNE OF
         2005 RESPECTIVELY. AS DESCRIBED IN THE ABOVE RESPONSE TO QUESTION 2, WE
         ARE NOT OFFERING INVESTORS ANY CHOICE, BUT ARE NOW ONLY SEEKING REMOVAL
         OF THE RESTRICTIVE LEGEND UPON REGISTERED RESALE OF THE WARRANTS BY THE
         INVESTORS.

    4.   Please expand your response to prior comment 3 to analyze whether the
         holders have offered the securities included in this registration
         statement, regardless of whether the securities have been sold. If you
         cannot determine whether the securities have been offered in violation
         of Section 5 of the Securities Act, it is unclear why you need not
         address the potential liability in your document.

         THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR SIGNED IN CONNECTION WITH
         THE MARCH AND JUNE PRIVATE PLACEMENTS CONTAINED A LEGEND EXPLICITLY
         PROHIBITING OFFERS OR SALES OF THE SECURITIES. THE LEGEND WAS ALSO
         PLACED ON THE SECURITIES. IN ADDITION, THE INVESTOR REPRESENTATIVE FOR
         THESE TWO OFFERINGS HAS CONFIRMED TO US THAT NONE OF THE SECURITIES
         HAVE BEEN OFFERED IN VIOLATION OF THE SECURITIES LAWS.

                                            Very truly yours,

                                            /s/ Virginia Tillyard
                                            Virginia Tillyard