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DiaSys Corporation

LEVY & DRONEY, P. C.

Pond View Corporate Center

74 Batterson Park Road

Farmington, CT 06032

November 30, 2005

Mr. Russell Mancuso, Branch Chief

Securities and Exchange Commission

450 Fifth Street, Northwest

Washington, D.C. 20549

                RE:
DiaSys Corporation - SEC File No. 1-16285

Dear Mr. Mancuso:

                This
letter is in response to your letter of August 12, 2005 addressed to Mr. Gregory
Witchel, Chief Executive Officer of DiaSys Corporation (the "Company").
This firm represents DiaSys Corporation.

                We
have reviewed the matters addressed in your letter with Company management and
representatives of the Company's independent registered public accountant and
our responses are based upon such discussions.

                The
Company has elected to address your comments addressed to the Company's Annual
Report 10-KSB for its fiscal year ended June 30, 2004 in the context of the Company's
Annual Report on Form 10-KSB for its fiscal year ended June 30, 2005, which was
filed on October 14, 2005. Comments addressed to the company's Quarterly Reports
on From 10-QSB will be addressed in the context of the Company's Quarterly Report
on Form 10-QSB for its fiscal quarter ended September 30, 2005.

Amendment to Form 10-KSB for the fiscal year ended June 30, 2004

Item 1. Description of Business, page 1

     1.
     Please
      refer to prior comment 2. Please disclose the basis for your cost claims
      in the first paragraph. Also, clarify that you do not have independent,
      objective evidence to supporting the cost claims.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 2 of 11

      Additional disclosure has been added to this paragraph.

     2.

     Regarding
      your response to prior comment 3:

     •
     Please
      file complete agreements, including all attachments. For example, we note
      the reference to exhibits to exhibit 10.15 that do not appear to be attached.
      Refer to Staff Legal Bulleting No. 1A (February 28, 1997 with July 11, 2001
      addendum) regarding the process for omission of immaterial, confidential
      information from the publicly filed version of your exhibits. Also apply
      this comment to all of your filings; for example, we note missing attachments
      to exhibits in your Form 8-K filed July 28, 2005.

      All incomplete exhibit documents have been re-filed, with all exhibits and
      attachments, but excepting certain confidential information which as been
      filed separately under an Application for Confidential Treatment.

     •

     Please
      disclose the material terms of your agreements. Material information must
      be disclosed, even if confidential.

      Management believes that the specific terms of each of its many distribution
      and operating agreements are within commercial norms and that the terms
      of the individual agreements are not material in the context of the Company's
      overall operation.

     •

     Please
      provide us a marked copy of your 10K-SB that identified the exhibit number
      of each agreement you cite in the text. Where you have deleted disclosure
      about an agreement since the original filing of your Form 10-KSB, please
      tell us the reason for the deletion.

      A marked copy will be furnished under separate cover.

     3.

     We
      note your response to comment 4. However, we also note reports of developments
      regarding your products, patents and distribution agreements that do not
      appear to be reflected in your document. Please provide us a table that
      lists each announcement you made during the period covered by your 10-KSB
      and identifies (1) where in the 10-KSB you have discussed the development
      and (2) the exhibit number of each related agreement. To the extent you
      believe that your announcements of developments during the period do not
      require disclosure in your Form 10-KSB, please explain to us your conclusions.
      Also please ensure that you

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 3 of 11

     have
      reviewed all of the other disclosure in the document to ensure that it has
      been properly updated.

      The following table is furnished in response to your question.

      Form 8-K

      Filing Date
     10-KSB

      Disclosure

      Related

      Exhibit No.

      7/19/04
     First Paragraph Item 12

      10.2

      8/31/04
     None

      N/A

      9/13/04
     First Paragraph Item 12

      10.2

      11/22/04
     Item 9 - Aaronson Bio

      N/A

      1/3/05
     Item 6 - Liquidity and Capital
      Resources

      N/A

      1/6/05
     Item 12 - Next-to-last paragraph

      4.2

      2/25/05
     None

      N/A

      3/28/05
     None

      N/A

      5/10/05
     None

      N/A

      5/27/05
     None

      N/A

      7/28/05

      Item 1; Sixth Paragraph

      10.19

      10.20

      10.21

      10.22

The Company does not believe that the history of each development occurring during
the period Covered by the report is material to an understanding of the Company's
business, as required to be disclosed in Form 10-KSB; as noted, certain of such
disclosures has been omitted.

Workstation Systems, page 3

     4.

     Please
      refer to prior comment 6. Please disclose the dates of the evaluations and
      publications mentioned in the third paragraph.

      The Company has omitted discussion of favorable evaluations and publications.

Competition, page 7

     5.

     Please
      expand your disclosure in response to prior comment 7 to clarify whether
      competitors offer products that overcome the disadvantages of your products.
      Also ensure that you have described all material disadvantages.

      Additional disclosure has been added to the last paragraph under competition
      on page 8.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 4 of 11

Equity Compensation Plan Information as of June 30, 2004, page 14

     6.

     We
      reissue prior comment 10 regarding the need to provide the disclosure required
      by Regulation S-B Item 201(d)(3). From your disclosure, investors should
      be able to clearly understand the material features of each applicable plan.
      The disclosure also should be clearly tied to the applicable row of the
      table.

      The Company has no equity compensation plan which has not been approved
      by the shareholders.

Issuance of Unregistered Securities, page 14

     7.

     Please
      refer to prior comment 11. Please provide the disclosure required by Item
      701 of Regulation S-B, including all required details in this section.

      •
     Provide
      more specific disclosure than shares issued to "four persons"
      or as "compensation for services".

     •

     Explain
      who the people were and the nature of the services.

     •

     More
      specifically indicate the date of the issuances.

     •

     Disclose
      the term of exercise of the warrants.

     Regarding
      your reference in your response to disclosure in another filing, please
      refer to General Instruction E of Form 10-KSB regarding the proper scope
      and manner of incorporation by reference.

      No recent sales of unregistered securities were reported in the current
      10-KSB. The Company acknowledges the comment and will address the matters
      noted in future filings, as appropriate.

Financial Condition, page 15

     8.

     Please
      refer to prior comment 16. Please provide sufficient disclosure for investors
      to appreciate your cost of capital and the trends during the period addressed.
      For example, discuss the terms of the securities issued or issuable, including
      any discounts to the market price of your securities.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 5 of 11

     The
      Company has relatively little indebtedness in respect of borrowed funds.
      Management believes that its discussion under "Liquidity and Capital
      Resources" covers these points.

Results of Operations page 16

     9.

     Please
      refer to prior comment 17. Please discuss why your largest client reduced
      orders during the year.

      During the Company's 2004 fiscal year, the Company's largest client had
      reduced orders because of a slowdown in its business. Such slowdown has
      been reversed and such client increased its orders during the 2005 fiscal
      year.

Item 8A. Controls and Procedures, page 17

     10.

     We
      note the disclosure that your controls were effective in your Form 10-KSB
      filed on September 29, 2004. However, you disclose in your amendment to
      your Form 10-KSB filed June 30, 2005 that the controls were not effective.
      You should not retroactively change your conclusions concerning effectiveness.
      You should discuss, if applicable, how you subsequently determined that
      your internal controls are not effective. Also, apply this comment to your
      subsequently filed Form 10-QSB.

      The Company had inadvertently misclassified certain cash flow items in its
      2004 financial statements. The Company believes that heightened awareness
      of such potential error will enable it to avoid similar problems in the
      future.

     11.

     Please
      refer to prior comment 30. Please describe the "instituted additional
      controls". The Company's Chief Financial Officer has undertaken to
      be more directly involved in the financial information gathering and compilation
      process and believes that such measure will prevent similar problems in
      the future.

    The
      Company's Chief Financial Officer has undertaken to be more directly involved
      in the financial information gathering and compilation process and believes
      that such measure will prevent similar problems in the future.

Item 9. Directors and Executive officers of the Registrant, page 17

     12.

     Please
      refer to prior comment 22. Please provide the disclosure required by Item
      402 of Regulation S-B, including information for the fiscal year ended June
      30, 2004. Likewise, update the information throughout the disclosure incorporated
      from your proxy statement so that is current at least as of the date you
      filed the Form 10-KSB.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 6 of 11

     Additional
      material has been added to this section. No material has been incorporated
      by reference.

     13.

     Please
      refer to prior comment 23. Please provide the disclosure required by Item
      406(a) of Regulation S-B.

      The Company has filed its Code of Ethics as Exhibit 14 to Amendment No.
      1 to its Annual Report in form 10-KSB for the fiscal year ended June 30,
      2004.

Item 12. Certain Relationships and Related Transactions, page 17

     14.

     Please
      refer to prior comment 24. Please disclose any discount to the market price
      indicated in the issuance or conversion rates of securities issued to related
      parties. For example, we note that the convertible note of $50,000 issued
      to Mr. Bloom.

      All issuances and conversion rates of securities issued to related parties
      were at current market rates at the time the respective agreements or commitments
      were made. We note that in some instances the transaction documents were
      inadvertently dated as of a date different from the date of actual commitment
      or agreement.

     15.

     Please
      expand the table provided in response to prior comment 25 to address the
      documents evidencing the transactions described in the disclosure incorporated
      by reference.

      No disclosures have been incorporated by reference in the current filing.
      Regarding Amendment No. 1 to the 10-KSB for the Company's fiscal year ended
      June 30, 2004, no exhibits were filed in respect of disclosures incorporated
      by reference.

Section 16(a)

     16.

     We
      note your reference in response 26 to forms correctly reflecting stock ownership;
      however, if remains unclear whether all transactions have been correctly
      reported. Therefore, we reissue the comment.

      Current management has noted apparent lapses in the Section 16(a) filing
      obligations of prior management; however, current management has no knowledge
      of the actual transactions. Current management believes that all transactions
      by its officers and directors within the last two years have been reported.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 7 of 11

     17.

     Please
      expand your response to comment 27 to clarify whether you have the right
      to recover any additional profit.

      Except as previously noted with respect to Marshall Witzel, the Company
      does not have the right to recover any profits under Section 16(b) of the
      Securities Exchange Act of 1934.

Item 14. Principal Accountant Fees and Services, page 19

     18.

     Please
      provide the disclosure for the fiscal year ended Jun 30, 2004.

      This information has been included under Item 14.

Revenue Recognition, page 32

     19.

     We
      note the revisions to your footnote in response to prior comments 36 and
      37. Please expand to also disclose why it is appropriate to recognize revenue
      upon shipment. For instance, disclose that there are no build to "spec"
      sales which require customer acceptance and that all products are shipped
      F.O.B. DiaSys.

      Comment noted and additional information included in 10KSB for FYE 6/30/05.
      Supplemental footnote, there have been no customer returns under current
      management.

     20.

     Additionally,
      we presume that distributor discounts and incentives are not significant.
      Otherwise, please expand to describe how you estimate and record distributor
      discounts and incentives. Refer to EITF01-9.

      Your comment presumption is correct.

     21.

     As
      a related matter, we see that you recognize sales returns as a reduction
      of revenue and cost of sales when products are returned. Tell us why you
      do not estimate and record amounts for returns when products are sold. If
      returns cannot be estimated, tell us why it is appropriate to recognize
      revenue upon shipment. That is, tell us why revenue should not be deferred
      until t the period where returns are permitted expires. Refer to paragraph
      6 of SFAS 48.

      Product returns are at the discretion of DiaSys. There has not been any
      customer who has requested or any returns approved under current management.

Mr. Russell Mancuso, Branch Chief

November 30, 2005

Page 8 of 11

Patent Costs, page 33

     22.

     We
      note the revisions made in response to prior comment 42. Please expand to
      disclose the nature of the expenditures capitalized as "patent costs".
      Please also make specific disclosure about actual useful lives of the patents
      and expected future amortization. The expanded disclosure should fully conform
      to the requirements of SFAS 142.

      We note your comment and respectively refer to the disclosures required
      in paragraph 45 of SFAS 142 as:

     "(1)
      The gross carrying amount and accumulated amortization, in total and by
      major intangible asset class, (2) The aggregate amortization expense for
      the period, and (3) The estimated aggregate amortization expense for each
      of the five succeeding fiscal years"

     We
      believe that our more recent filings included disclosures #1 and #2 above
      via the balance sheet and statement of cash flows, respectively, and will
      ensure that #3 is incorporat