SecProbe.io

Mail Stop 6010

        October 6, 2006

John M. Holliman, III
Executive Chairman
OrthoLogic Corp.
1275 West Washington Street
Tempe, Arizona 85281

 Re: OrthoLogic Corp.
  Registration Statement on Form S-3
  Filed October 3, 2006
  File No. 333-137754

Dear Mr. Holliman:

 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

General

1. We note you have filed a confidential treatment request.  Comments regarding the confidential treatment request , if any, will be sent under separate cover.  All
comments will need to be resolved prior to effectiveness.

2. All comments on the ongoing accounting review of your 2005 Form 10-K will need to be resolved prior to effectiveness.

John M. Holliman, III
OrthoLogic Corp. October 6, 2006 Page 2

The Offering, page 4

3. Although the Class B, C, and D Warrants have been issued, it appears they will not become exercisable until certain milest ones occur.  It is the staff’s position
that to register the resale  of common stock underlying wa rrants, the warrants must
be exercisable within one year.  Therefor e, in your response le tter, please tell us
what the milestones are, and provide an analysis as to how you currently expect
that the milestones will be accomplished w ithin one year.  Alternatively, if you do
not believe the milestones will occur w ithin one year, you should file a pre-
effective amendment to remove the sh ares underlying the Class B, C, and D
Warrants from the registration statement.

* * *

 As appropriate, please amend your regist ration 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 cove r 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 amendmen t 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 in formation 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 ev ent 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.

John M. Holliman, III
OrthoLogic Corp. October 6, 2006 Page 3

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

 Please contact Greg Belliston at (202 ) 551-3861 or me at (202) 551-3715 with
any questions.

        S i n c e r e l y ,

        J e f f r e y  P .  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc:  Steven P. Emerick, Esq.
 Quarles & Brady Streich Lang, LLP
 One Renaissance Square, Two North Central Avenue
 Phoenix, Arizona 85004