SecProbe.io

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Mail Stop 03-06

					May 31, 2005

Via U.S. Mail and Facsimile (410) 349-2453

Brion Umidi
Chief Financial Officer
ReGen Biologics, Inc
509 Commerce Street
1st Floor, East Wing
Franklin Lakes, NJ  07417

	Re:	ReGen Biologics, Inc.
		Form 10-K for year ended December 31, 2004
		Filed March 28, 2005
		File No. 000-20805

Dear Mr. Umidi:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements

Income Statement, page 50

1. We note that you currently present compensation expense
associated
with stock options and warrants as a separate line item on the
face
of the income statement.  Please revise your future filings to
comply
fully with Rule 5-03 of Regulation SX, which requires a
presentation
based on type of expense rather than the method of payment, and
include the amounts in the appropriate categories of expenses -
e.g.,
costs of good sold, SG&A, and R& D.

Item 9A - Controls and Procedures, page 85

2. Your statement that the chief executive officer and chief
financial officer have concluded that your disclosure controls and
procedures were effective at December 31, 2004, "to ensure that
material information is made known to management .....
particularly
during the period when your periodic reports are being prepared",
may
confuse an investor into believing that your evaluation was
limited
to only those functions.  Please revise your disclosure in future
filings to state, in clear and unqualified language, the
conclusions
reached by your chief executive officer and your chief financial
officer on the effectiveness of your disclosure controls and
procedures.  To the extent you continue to include a description
of
disclosure controls and procedures, please ensure that your
description is consistent with the one outlined in Rule 13a-15(e)
of
the Exchange Act.

* * * * * * * *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Praveen Kartholy, Staff Accountant, at (202)
551-3778 or me at (202) 551-3671 if you have questions regarding
these comments.

							Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant

Mr. Brion Umidi
Chief Financial Officer
May 31, 2005
Page 3

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