SecProbe.io

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Mail Stop 6010
      September 1, 2005

Michael R. Davin
Cynosure, Inc.
5 Carlisle Road
Westford, MA 01886

Re:	Cynosure, Inc.
      Registration Statement on Form S-1
      Filed August 11, 2005
	File No. 333-127463

Dear Mr. Davin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover Page
1. Please confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes the price
range
and related information based on a bona fide estimate of the
public
offering price within that range, and other information that was
left
blank throughout the document.  Also, note that we may have
additional comments after you file this information.

2. Briefly explain that you will have two classes of common stock
outstanding after this offering and that the class B common stock
will have enhanced voting rights.  State the percentage of class B
common stock El.En. will hold after the offering.

Summary, page 1

3. We note the risk factor on page 14, which states that you
derived
4-6% of your revenues from your distribution relationship with
El.En.
for PhotoLight, PhotoSilk and Tri-Active LaserDermology products.
Briefly describe here which products are responsible for a
material
portion of your revenues, and expand the Business section to
discuss
in more detail.
4. Provide support for the industry statistics and studies cited
throughout the filing.  Advise whether the registrant paid Michael
Moretti/Medical Insight, Inc., and other named sources for the
market
research, and advise whether each source consented to the
reference
to its name and the use of its industry data in the filing.
5. Briefly define "non-traditional physician customers."

Relationship with El.En. S.p.A., page 4
6. Expand to disclose El.En.`s current ownership interest.  Also
identify any other principal shareholders.
7. Please revise the discussion of the indemnity payments to
underwriters to more specifically describe the indemnity
provisions
of the underwriting agreement underlying your potential liability
to
El.En.  Provide full details in the cross-referenced section or
elsewhere.
Our Dual Class Capital Structure, page 4
8. Please revise the first sentence to clarify, if true, that you
presently have only one class of equity security, i.e., common
stock.

Risk Factors, page 8

The expense and potential unavailability..., page 12

9. Please provide a more detailed discussion in the Business or
MD&A
section to describe the extent to which your revenues have been
adversely affected by the unavailability of malpractice insurance
coverage for customers using your products.

Risks related to our relationship with El.En., page 13

10. At an appropriate place in the prospectus, please provide a
detailed discussion of the anticipated ongoing control
relationship
with El.En.  For example, it is unclear whether and when El.En.`s
intends to divest itself of the Class B shares, and, if so, how
that
determination will influence its commercial relationships with
you,
and potential competitive activities.

If we fail to comply with state laws..., page 19

11. Expand to address whether there have been any instances where
you
have been found to have sold your products to other than "licensed
practitioners."

New regulations may limit..., page 20

12. If material, describe recent instances where changing
regulation
has limited the marketability of your products.
Capitalization, page 25

13. "Cash and cash equivalents" is not a component of
capitalization
for purposes of this disclosure.  Please revise to delete that
item
from the capitalization table.

Dilution, page 26

14. We note the bullet at the bottom of the page.  Please expand
the
disclosure to explain how the amounts and percentages in the table
would change if you assume exercise of all the outstanding stock
options.

15. Reconcile the disclosure in footnotes (1) and (2) with the
disclosure under the caption "Stock Issuances" on page 80.

Business, page 47

Overview, page 47

16. We note your disclosure that you have introduced 11 new
products
since 2002 and your reference to your "strong reputation
established
over 14 years."   Please expand the disclosure to discuss in more
detail the business of the registrant prior to the acquisition by
El.En.  Also discuss in more detail the comprehensive
reorganization
that took place in 2003.

Sales and Marketing, page 58

17. Discuss customer purchase financing options provided by you or
third parties.

Certain Relationships and Related Party Transactions, page 80

18. Reconcile the disclosure here, which states that you issued
class
B common stock, with disclosure elsewhere, which makes no
reference
to class B common stock or specifically states that no shares are
authorized or outstanding.  See, for example, page 25.

Description of Capital Stock, page 84

19. Please revise to clarify the term "class B conversion date."
Is
this a specific date?  If not, what will trigger its occurrence?

Approval Rights of Holders of Class B Common Stock, page 86

20. We note the last paragraph under this caption.  Expand the
disclosure on pages 5 and 13 to discuss.

21. Reconcile this disclosure with that on page 87, which states,
"Because of our dual class structure, El.En. will continue to be
able
to control our board of directors even if it owns less than 50% of
the shares our of (sic) outstanding common stock."

Underwriting, page 97

Electronic Distribution

22. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale or distribution of the shares
and describe their procedures to us supplementally.  If you become
aware of any additional members of the underwriting syndicate that
may engage in electronic offers, sales or distributions after you
respond to this comment, promptly supplement your response to
identify those members and provide us with a description of their
procedures.

Briefly describe any electronic distribution in the filing.

Also, in your discussion of the procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:

- the communications used;
- the availability of the preliminary prospectus;
- the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
- the funding of an account and payment of the purchase price.

Finally tell us whether you or the underwriters have any
arrangements
with a third party to host or access your preliminary prospectus
on
the internet.  If so, identify the party and the website, describe
the material terms of your agreement and provide us with a copy of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website. Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

We may have further comment.

Financial Statements

23. Please update the financial statements when required by Rule
3-12
of Regulation S-X.

Note 1. Summary of Significant Accounting Policies, page F-8

Inventory, page F-9

24. With respect to demonstration equipment not sold within a
year,
please expand to clarify how you measure the amount transferred to
fixed assets.  Since this equipment would apparently be considered
"used," please clarify whether lower of cost or market adjustments
are necessary, including how those adjustments are measured.

Revenue Recognition, page F-10

25. We see that you distribute products for El.En.. With respect
to
those products, tell us about your consideration of the financial
reporting guidance from EITF 99-19.
26. We see your extensive use of distributors.  Tell us about the
significant terms of sales to or through distributors.  Show us
that
it is appropriate to recognize revenue on transactions with
distributors prior to re-sale to third party customers.

Note 3. Segment and Geographic Information, page F-15

27. Revise to also disclose domestic sales; that is, the amount of
sales attributed to the United States.  Refer to paragraph 38(a)
to
SFAS 131.
28. We note your disclosure of "net assets by geographic area."
Please revise to also disclose the amounts of long lived assets by
geographic area. See paragraph 38(b) of SFAS 131.

Note 5. Investment in Sona MedSpa, page F-16

29. Show us how you applied the S-X Rule 3-09 income test in
assessing whether financial statements should be provided for the
investment in Sona MedSpa.
30. Tell us about the significant terms and conditions of the
amended
laser placement and revenue sharing arrangement with the new
owners
of Sona MedSpa.  Clarify how you measure revenues under the
arrangement.  Also tell us whether you have continuing service,
maintenance or other obligations with respect to the placed
equipment. Tell us how these obligations, if any, are considered
in
your revenue practices.

Note 9. Stock-Based Compensation, page F-19

31. Provide us with an itemized chronological schedule detailing
each
issuance of stock options and warrants for the twelve months ended
June 30, 2005 and through the date of your response. Include the
following information for each issuance or grant date:
a. Number of shares issued or issuable in the grant,
b. Purchase price or exercise price per share,
c. Any restriction or vesting terms,
d. Identity of the recipient and relationship to the company,
e. Nature and terms of any concurrent transactions with the
recipient,
f. Amount of any recorded compensation and,
g. The timing of all offering discussions with your underwriters,
including possible offering pricing ranges.

Tell us how you determined the fair value of your common shares
for
stock compensation purposes. Highlight any transactions with
unrelated parties believed by management to be particularly
evident
of an objective fair value per share.  Progressively bridge
management`s estimate of fair value per share to the current
estimated IPO price per share, and identify all material positive
and
negative events occurring during the period which could reasonably
contribute to variances in fair value.  Please note that we will
not
conclude our evaluation of your response until you have included
an
offering price in the filing.

Note 12. Commitments and Contingencies, page F-24

32. Expand to also make disclosure about the potential impact of
pending litigation on results of operations and cash flows.
Alternatively, express your assertion in terms of the financial
statements taken as a whole.

Exhibits

33. Please include an updated and signed consent from your
independent auditors with any amendment.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Patrick Enunwaonye at (202) 551-3545 or Gary
Todd, accounting reviewer, at (202) 551-3605 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Alan Morris at (202) 551-3601 or me at (202) 551-
3800
with any other questions.

      					Sincerely,

      					Peggy Fisher
      					Assistant Director

cc.  Corey C. Dufresne (Wilmer Cutler-Boston)
Via FAX (617) 526-5000

Michael R. Davin
Cynosure, Inc.
September 1, 2005
Page 9

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