SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Mail Stop 6010

      July 13, 2005

Mr. Mark A. Samuels
Chief Executive Officer
Spectrx, Inc.
4955 Avalon Ridge Parkway, Suite 300
Norcross, Georgia  30071

	Re:	Spectrx, Inc.
		Form 10-KSB for the Year Ended December 31, 2004
      File No. 000-22179

Dear Mr. Samuels:

      We have reviewed your response letter dated June 15, 2005
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
filings.
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 10-KSB for the Year Ended December 31, 2004

General

1. Please file your response letters and any attachments on EDGAR
as
correspondence.

2. Please amend your Form 10-KSB for the year ended December 31,
2004
to include your proposed disclosures from your response letter
dated
June 15, 2005 and to address the additional comments issued below.

Item 7.  Financial Statements and Supplementary Data

Financial Statements

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition

3. Please refer to prior comment 4.  Please revise your proposed
disclosure to describe how you account for the cost associated
with
these collaborative arrangements.  In addition, we note from your
response that you defer the license fees for future performance
and
recognize them when earned.  Describe to us at what point you
considered these fees are earned and the nature of the future
performance that you are required to perform under these licensing
contracts.

Note 6.  Stockholders` Equity

4. Please refer to prior comment 5.  We note from your response
that
you have disclosed how you estimate fair value related to these
instruments under SFAS 107.  However, it is not clear to us if you
are accounting for these instruments in accordance with the
guidance
in SFAS 150.  If not, please revise your filing to account for
these
instruments in accordance with paragraphs 20-24 of SFAS 150 or
tell
us why you believe your current accounting is appropriate.   Cite
the
accounting literature on which you based your conclusions.

5. Please refer to prior comment 6.  Explain to us how you
concluded
you met the requirements of questions 11(a) and 11(b) of FIN 44
for
these stock option transactions.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please furnish a cover
letter
with your amendments 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 amendments and responses to our
comments.

      You may contact Tara Harkins, Staff Accountant, at (202)
551-
3639, Kevin Vaughn, Staff Accountant at (202) 551-3643 or me at
(202)
551-3327 if you have questions regarding these comments.

      							Sincerely,

								Michele Gohlke
								Branch Chief

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Mr. Mark A. Samuels
Spectrx, Inc.
July 13, 2005
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