SecProbe.io

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January 18, 2005

Mail Stop 4-6

Dror Israel
LanOptics Ltd.
1 Hatamar Street
PO Box 527
Yokneam 20692
Israel

Re:	LanOptics Ltd.
	Registration Statement on Form F-3
	Filed December 23, 2004
	File No. 333-121611

	Form 20-F for the fiscal year ended December 31, 2003
	File No. 0-20860

Dear Mr. Israel:

	This is to advise you that we have limited our review of the
above referenced Form F-3 to disclosure concerning selling
shareholders and their role in the distribution, and an evaluation
of
the controls and procedures section of the above referenced Form
20-
F. Based on this limited review we have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  With respect to the comments on the Form 20-F,
your response should be provided as soon as possible and not later
than February 3, 2005.  If you disagree with comments below, 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 comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form F-3
1. Please identify the natural person(s) with sole/shared voting
and\or dispositive power over the shares held by Omicron Master
Trust. Refer to interpretation 4S of the Regulation S-K section of
the March 1999 supplement to the Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations and
interpretation I.60 of the July 1997 Corporation Finance Telephone
Interpretation Manual.
2. Please confirm that none of the selling shareholders are
broker-
dealers or affiliates of broker-dealers other than Satellite
Strategic Finance Associates, LLC.
3. You indicate that the selling shareholders may engage in short
sales.  Please confirm that that you and the selling shareholders
are
aware of our position on short sales.  See interpretation A.65 of
the
July 1997 Corporation Finance Telephone Interpretation Manual.

Form 20-F for December 31, 2003

     Item 15. Controls and Procedures
4. Your disclosure states "[d]uring the year 2003" you carried out
an
evaluation of the effectiveness of your controls and procedures.
Please note that Item 15(a) of Form 20-F requires that your
conclusions regarding the effectiveness of your controls and
procedures be "as of the end of the period covered by the report."
Please advise whether management`s evaluation date was in fact as
of
the end of the period covered by your 20-F or whether an
alternative
evaluation date was chosen.  Please confirm that you will revise
your
disclosure in future filings to meet the requirements of Item 15.
5. We note your statement that your chief executive officer and
chief
financial officer concluded your controls and procedures are
effective "in timely alerting them to material...." This statement
appears to be narrower than Rule 13a-15(e).  Please revise in
future
filings.
6. Finally, you state that there were no "significant changes" in
your internal controls or other factors which could significantly
affect internal controls subsequent to the date we carried out the
evaluation." Please note that Item 15(d) requires disclosure of
any
change in the registrant`s internal control over financial
reporting
that occurred during the period covered by the annual report that
has
materially affected, or is reasonably likely to materially affect,
the registrant`s internal control over financial reporting.
Therefore, please confirm to us that LanOptics did not experience
any
change in their internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect
internal control over the 2003 fiscal year covered by your Form
20-F.
Additionally, please confirm that, to the extent applicable, you
will
revise your disclosure in future filings to meet the requirements
of
this Item.

      As appropriate, please amend your filings 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 a 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 Rule 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.

	If you have any questions, please call Adam Halper at (202)
824-
5523. If you require additional assistance you may contact the
undersigned at (202) 942-1800.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director
cc: 	Steven J. Glusband, Esq.
	Carter Ledyard & Milburn LLP
	2 Wall Street
	New York, NY 10005

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