SecProbe.io

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December 8, 2005

Mr. John Cash
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Washington, DC  20549

Re:      Strategic Diagnostics Inc.
         Form 10-K for the year ended December 31, 2004
         Filed March 30, 2005
         File No. 000-22400

Dear Mr. Cash:

This letter is in response to comments of the Staff contained in your letter to
Anthony J. Simonetta, Vice President - Finance and Chief Financial Officer of
Strategic Diagnostics Inc. ("management", "we", "our", "us" or the "Company"),
dated November 17, 2005. The comments in the Staff's letter have been set forth
below, along with the Company's responses thereto. The Company looks forward to
continuing to work with the Staff to finalize this process as promptly as
practicable, so that the Company may file its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2005.

The information contained herein is being furnished by the Company on a
supplemental basis.

FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 2004

1.   WE NOTE THAT YOU ANTICIPATE RECORDING THE COSTS TO PRODUCE A CUSTOM
     ANTIBODY AS INVENTORY AT THE LOWER OF COST OR MARKET. PLEASE TELL US WHAT
     YOU DEFINE AS MARKET AND SPECIFICALLY HOW AND WHEN YOU PLAN TO ASSESS THE
     CUSTOM ANTIBODY COSTS FOR IMPAIRMENT.

     Management believes that, while a custom antibody project is in progress,
     market approximates cost. This belief is based on two conclusions. First,
     because each antibody project is a custom development project for the
     ordering customer in which the Company agrees, for compensation, to produce
     an antibody to the customer's specifications, the market for the project at
     any stage of its development consists solely of the ordering customer, and
     the market value of such project equals what that customer would be willing
     or obligated to

<PAGE>
Mr. John Cash
Accounting Branch Chief
December 8, 2005
Page Two

     pay for the project at any stage of development. Second, because the custom
     antibody contract is a binding agreement between the Company and the
     customer, the Company has the right to recover the costs the customer would
     be obligated to pay us if the ordering customer cancels the contract at any
     stage of development. Therefore, the amount the customer would be obligated
     to pay while a project is in progress, which we define as market, is equal
     to our cost.

     Typically, the contracts for our custom antibody projects are priced to
     have gross margins that average approximately 50% and the production
     process is routine, such that we can predict our costs at the outset of the
     arrangement. Since we anticipate recording inventory using specific
     identification, we will be continually assessing impairment on a project
     basis.

     2. WE UNDERSTAND FROM YOUR PREVIOUS RESPONSE LETTERS THAT CUSTOMERS CAN
     REQUEST ADDITIONAL ANTIBODIES USING THE SAME ANIMALS FROM THEIR INITIAL
     ORDER. PLEASE TELL US WHAT CONSIDERATION YOU HAVE GIVEN TO THIS SITUATION
     AS IT RELATES TO YOUR PROPOSED ACCOUNTING FOR THE CUSTOM ANTIBODY COSTS. IN
     PARTICULAR, ADDRESS THE FOLLOWING.

     o   TELL US HOW THE TIMING OF A CUSTOMER REQUEST FOR ADDITIONAL ANTIBODIES
         AFFECTS YOUR PROPOSED POLICY. ADDRESS HOW AND WHEN A CUSTOMER MAKES
         SUCH REQUESTS. IF THE REQUEST IS MADE PRIOR TO THE DELIVERY OF THE
         INITIAL ORDER, ADDRESS HOW YOU WILL ALLOCATE COSTS BETWEEN THE INITIAL
         ORDER AND SUBSEQUENT ORDERS. IF THE REQUEST IS MADE SUBSEQUENT TO THE
         DELIVERY OF THE INITIAL ORDER, TELL US HOW YOU WILL REFLECT APPROPRIATE
         GROSS MARGINS ON THE SUBSEQUENT ANTIBODY DELIVERIES AS WE ASSUME THAT,
         IN ACCORDANCE WITH YOUR PROPOSED ACCOUNTING FOR THE COSTS TO PRODUCE A
         CUSTOM ANTIBODY, ALL SUCH COSTS WOULD HAVE BEEN EXPENSED UPON SHIPMENT
         OF THE ORIGINAL ORDER. IN ADDITION, IF YOU ARE RECOGNIZING FEES FROM
         HOUSING AN ANIMAL AND WAITING ON A DECISION FROM A CUSTOMER REGARDING
         SUBSEQUENT ANTIBODY ORDERS, TELL US HOW YOU WILL TREAT THE ACCUMULATED
         COSTS RELATED TO THE INITIAL ANTIBODY PRODUCTION.

         The following table summarizes certain revenue information to provide a
         framework for the discussion that follows:
<TABLE>
<CAPTION>
                                                                                       NINE MONTHS
                                                                  YEAR ENDED              ENDED
                                                                   12-31-04              9-30-05
                                                              -------------------------------------
<S>                                                              <C>                   <C>
Consolidated revenues                                            $ 24,010,000          $ 18,478,000
Antibody revenues                                                  10,470,000             7,860,000
Custom antibody projects revenues                                   5,700,000             4,540,000
Follow-on services revenues to initial antibody projects            1,570,000             1,090,000
</TABLE>

<PAGE>
Mr. John Cash
Accounting Branch Chief
December 8, 2005
Page Three

         As indicated in our response to Comment # 3 in our letter to Mr. John
         Cash, Accounting Branch Chief, dated June 30, 2005, we believe that the
         additional arrangements we enter into with the same entity subsequent
         to the initial antibody project are separate arrangements (i.e., not
         negotiated as a package) and, therefore, our initial contracts with
         customers for custom antibodies do not fall within the scope of EITF
         Issue 00-21 and should be evaluated as single arrangements. This is
         because the additional arrangements are typically entered into anywhere
         from 6 - 10 weeks after the initial order is received. There is no
         assurance upon receiving the initial antibody order that we will obtain
         significant future economic benefit from additional orders.

         With regard to subsequent arrangements for product or housing of
         animals at the end of an initial custom antibody project, such
         arrangements are typified by the following characteristics:

         |X| The initial arrangement with a customer for the production of
             antibodies does not include a subsequent arrangement for the
             housing of animals.

         |X| The payment of the fee for the delivery of the antibody in the
             initial arrangement is not contingent upon a subsequent arrangement
             or the housing of the animals.

         |X| The Company is not obligated to comply with a customer's request to
             provide additional product or house animals at the end of an
             initial project.

         |X| The customer is not required to make any commitment to buy
             additional antibodies upon a request to house animals.

         |X| The payment terms of the initial arrangement do not coincide with
             the subsequent arrangement or the housing of animals.

         |X| The price for subsequent product is based on the number of
             additional tasks the Company is asked to perform. The fee charged
             to the customer for housing animals is the same whether or not
             subsequent arrangements for the production of antibodies are
             entered into.

         As a matter of customer courtesy, we advise our customers that unless
         we hear back from them within two weeks of the end of the initial
         project, the animal utilized in that project will be destroyed as it
         has no continuing value to the Company since it cannot be used for
         other purposes. Any follow-on orders are, at the earliest, obtained
         towards the end of the

<PAGE>
Mr. John Cash
Accounting Branch Chief
December 8, 2005
Page Four

         initial project. This is the case because customers generally do not
         have sufficient information until the end of the initial project to
         determine whether the antibodies produced will be useful for their
         intended purpose. Additionally, these follow-on orders are generally
         for housing only or housing plus other relatively minor additional
         services on a month-to-month basis. By agreeing to pay housing service
         fees, the customer keeps its option open as to whether to purchase
         additional services. The requests are generally made by the customer
         through the completion of a protocol extension form. We refer you to
         Attachment D of our letter to Mr. John Cash, Accounting Branch Chief,
         dated August 19, 2005, for an example of this form. As documented on
         this form, the fees charged for these services are relatively small and
         the committed additional fees at the initial project delivery date are
         generally not sufficient to support the further deferral of costs
         related to the initial project. As such, all costs capitalized during
         the initial order are expensed upon shipment because, at the time of
         shipment, the customer has not committed to significant incremental
         purchases.

         We consider all deliverables subsequent to the initial delivery of
         antibodies to have stand-alone value because they are useful to the
         customer irrespective of future orders for antibodies or other
         services. Service fees for add-on products and services are billed
         monthly and recognized as revenue as the services and other
         deliverables are provided. The costs associated with the additional
         services or products are accrued and expensed as revenue is recognized,
         resulting in appropriate gross margin recognition over the service
         period. We further note that the fees charged for optional additional
         services are generally consistent from customer to customer and have
         been determined based on our costs to provide the services plus a
         targeted margin of approximately 30%. Our margins on initial projects,
         on the other hand, have historically ranged between 40% and 60%. Add-on
         revenue margins are lower than initial project margins because the cost
         and risk associated with the initial project is priced into the initial
         order fees without assuming any incremental revenues.

     o   PLEASE ENSURE THAT YOUR RESPONSE CONTEMPLATES YOUR BUSINESS PRACTICES
         UTILIZED IN EACH PERIOD PRESENTED IN YOUR FISCAL 2004 FORM 10-K THROUGH
         THE CURRENT PERIOD.

         This response contemplates our business practices utilized in each
         period presented in our 2004 Form 10-K and our 2005 quarters.

     3. TELL US THE TYPICAL TIMEFRAME BETWEEN THE COMPLETION OF YOUR WORK TO
     PRODUCE THE CUSTOM ANTIBODIES AND SHIPMENT TO YOUR CUSTOMERS.

<PAGE>
Mr. John Cash
Accounting Branch Chief
December 8, 2005
Page Five

     Typically, the timeframe between the completion of our work to produce the
     custom antibodies and shipment to our customers is one day within which our
     quality control procedures are performed to ensure we have met customer
     specifications.

Any comments or questions with respect to the foregoing should be addressed to
Anthony J. Simonetta of the Company at 302-456-6789 ext. 305.

Very truly yours,

/s/ Anthony J. Simonetta

Anthony J. Simonetta, Vice President - Finance and CFO

cc: Ellen Goitia, KPMG
    Justin Chairman, Morgan Lewis
    Patricia Armelin, SEC
    Jeanne Baker, SEC

<PAGE>
December 8, 2005

Mr. John Cash
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549

Re:      Strategic Diagnostics Inc.
         Form 10-K for the year ended December 31, 2004
         Filed March 30, 2005
         File No. 000-22400

Dear Mr. Cash:

This letter is being furnished by the Company to supplement our November 15,
2005 and December 8, 2005 responses to comments of the Staff contained in your
November 3, 2005 and November 17, 2005 letters, respectively, to Anthony J.
Simonetta, Vice President -- Finance and Chief Financial Officer of Strategic
Diagnostics Inc. ("management", "we", "our", "us" or the "Company"), and
telephonic requests for additional information made by Patricia Armelin of the
Staff on November 10, 2005.

FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 2004

Attached is our memorandum entitled Assessment of Materiality in Connection with
a Change in Accounting ("the Memorandum") for use by the Staff in connection
with its review of our November 15, 2005 and December 8, 2005 descriptions of
the way in which we would implement the change in our accounting policy for
revenue recognition regarding the sale of our custom antibodies on the basis of
the Staff's position. Accompanying the Memorandum is a Quantitative Analysis
that presents the impact of the change in accounting as if it was made on our
previously reported financial statements included in Form 10-K for the year
ended December 31, 2004, Form 10-Q for the periods ended March 31 and June 30,
2005 and our earnings release for the period ended September 30, 2005 (Tables A,
B and C) and, as if the impact of the change in accounting was only made on our
earnings release for the three and nine month period ended September 30, 2005
(Table D). The data in Tables A, B and C of the Quantitative Analysis includes
adjustments that were proposed during the 2004 audit that were not recorded
because we concluded that the impact of these adjustments were immaterial.

Any comments or questions with respect to the foregoing should be addressed to
Anthony J. Simonetta of the Company at 302-456-6789 ext. 305.

Very truly yours,

/s/ Anthony J. Simonetta

Anthony J. Simonetta, Vice President - Finance and CFO

<PAGE>
Mr. John Cash
Accounting Branch Chief
December 8, 2005
Page Two

cc: Ellen Goitia, KPMG
    Justin Chairman, Morgan Lewis
    Patricia Armelin, SEC
    Jeanne Baker, SEC

<PAGE>

                           STRATEGIC DIAGNOSTICS INC.
       ASSESSMENT OF MATERIALITY IN CONNECTION WITH A CHANGE IN ACCOUNTING
                                  DECEMBER 2005

The following presents the Company's assessment of the factors described in
Staff Accounting Bulletin No. 99 - Materiality to determine whether changing our
accounting for custom antibody projects is material to the affected financial
statement item(s) - also refer to the attached Quantitative Analysis.

     o   WHETHER THE MISSTATEMENT ARISES FROM AN ITEM CAPABLE OF PRECISE
         MEASUREMENT OR WHETHER IT ARISES FROM AN ESTIMATE AND, IF SO, THE
         DEGREE OF IMPRECISION INHERENT IN THE ESTIMATE

         The misstatements in question relate to the Company's custom antibody
         business, as to which the Company historically has utilized the
         percentage-of-completion method. The Company does not believe that the
         misstatements arose from errors made in the application of that
         methodology, but rather by virtue of the very use of that methodology.
         As discussed in a December 8, 2005 letter to the Staff, the Company
         will no longer apply the percentage-of-completion methodology to the
         custom antibody business.

         In terms of its past use of percentage-of-completion accounting, the
         Company notes that this methodology, by its nature, entails estimates
         of total costs and completion dates. Likewise, a change to recognizing
         revenue and related costs at the time of delivery also includes
         estimates of costs.

         The Company has ha