SecProbe.io

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Mail Stop 6010

      October 31, 2005

Dr. Burton J. Kunik
Chief Executive Officer
Sharps Compliance Corp.
9350 Kirby Drive, Suite 300
Houston, TX 77054

      Re:	Sharps Compliance Corp.
Form 10-KSB for the Fiscal Year Ended June 30, 2005
Filed September 14, 2005
		File No. 000-22390

Dear Dr. Kunik:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  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.

Form 10-KSB for the Fiscal Year Ended June 30, 2005

Item 6. Management`s Discussion and Analysis or Plan of Operation

Results of Operations, page 13

1. Please refer to comment 3 in our letter dated November 2, 2001
and
your response letter dated December 17, 2001.  We previously
requested that you revise your discussion of the results of
operations, and you agreed to provide such enhanced discussion in
future filings.  However, we note that your current discussion of
results of operations does not provide a detailed analysis of the
changes in your revenues and expenses.  Please revise Management`s
Discussion and Analysis in future filings to provide an analysis
of
the reasons and factors contributing to the increase or decrease
in
revenues and expenses.  Please also revise your discussion of
results
of operations in future filings to discuss your prospects for the
future.  Refer to Item 303(b)(1) of Regulation S-B.

Liquidity and Capital Resources, page 13

2. Please revise Management`s Discussion and Analysis in future
filings to provide an analysis of your cash flows for all periods
presented and any known trends, events or uncertainties that have
or
are reasonably likely to have a material impact on your short-term
or
long-term liquidity.  We refer you to Item 303(b)(1)(i) and (ii)
of
Regulation S-B.

Item 8A. Controls and Procedures, page 16

3. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days prior to the date of
your
annual report.  Please confirm to us that you evaluated your
disclosure controls and procedures as of the date of this report.
In
addition, please revise future filings to disclose management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the annual
report.  Refer to Item 307 of Regulation S-K and Part III.F of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.
4. In addition, please note that the Exchange Act Rules which
define
disclosure controls and procedures are 13a-15(e) and 15(d)-15(e).
Please revise the disclosures in future filings to correct your
references to these Rules.

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-10

Stock-Based Compensation, page F-11

5. We note from your disclosure in Note 9 on page F-17 that you
issued 637,500 options to advisors and consultants.  Please tell
us
and revise future filings to disclose how you account for and
value
stock options issued to non-employees.

Exhibits 32.1 and 32.2

6. We note that the certifications furnished in accordance with
Section 906 of the Sarbanes-Oxley Act were not dated.  Please file
an
amendment to your June 30, 2005 Form 10-KSB that includes the
entire
filing together with currently dated Section 302 and 906
certifications of each of your current CEO and CFO as required by
Items 601(b)(31) and (32) of Regulation S-B.

      As appropriate, please amend your June 30, 2005 Form 10-KSB
and
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 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
Exchange Act of 1934 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.

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 filing;

* staff comments or changes to disclosure in response to staff
comments 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 Tom Dyer, Staff Accountant, at (202) 551-
3641
or me at (202) 551-3643 if you have questions.  In this regard, do
not hesitate to contact Michele Gohlke, Branch Chief, at (202)
551-
3327.

      Sincerely,

      Kevin L. Vaughn
      Reviewing Accountant
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Dr. Burton J. Kunik
Sharps Compliance Corp.
October 31, 2005
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