SecProbe.io

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Mail Stop 6010

      May 25, 2005

Mr. Neil H. Koenig
Chief Financial Officer
Orthometrix, Inc.
106 Corporate Park Drive, Suite 102
White Plains, New York  10604

	Re:	Orthometrix, Inc.
		Form 10-KSB for the Year Ended December 31, 2004
		Form 10-QSB for the Quarter Ended March 31, 2005
      File No. 000-26206

Dear Mr. Koenig:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those we have
addressed
in our comments.  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 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
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

Item 7.  Financial Statements, page 20

Report of Independent Registered Public Accounting Firm, page 21

1. In Note 14, you disclose that you entered into two Securities
Purchase Agreements on February 25, 2005 and March 3, 2005.  In
addition, you disclose that you repaid various outstanding loan
amounts on March 4, 2005.  The audit opinion is dated February 3,
2005 and is not dual-dated for the events identified in Note 14 to
the financial statements that occurred after the report date.
Please
request your auditors to revise its report to update its opinion
for
the events disclosed in Note 14.  Refer to AU Section 530.04-.05.

Notes to the Financial Statements, page 26

Note 2.  Summary of Significant Accounting Policies, page 26

Revenue and Cost Recognition, page 27

2. We note that you provide warranties to your customers for
hardware
and software components of your bone densitometry systems, except
for
computer systems, if any, that are covered by their manufacturers`
warranty. We note that you estimate future claims for these
warranties at the time of sale.  We further note your disclosure
on
page 17 that your products are covered by warranties provided by
your
vendors and you record a warranty reserve for these warranties.
Tell
us and revise this filing to address the following:

* Clarify the nature of the warranties that you provide to your
customers for the products sold.  Describe which products are
covered
by vendor warranties or your own warranties.

* Provide the disclosures required by paragraph 14 of FIN 45.

Exhibit 31.1 and Exhibit 31.2

3. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

Form 10-QSB for the Quarter Ended March 31, 2005

Item 1. Financial Statements, page 2

Notes to Financial Statements, page 5

Note 6.  Related Party Transactions, page 7

4. We note that on March 3, 2005, you issued a total of 4,760,000
shares of common stock at $.25 per share, or $.18 per share less
than
the market price at that date.  Please tell us and revise future
filings to clarify your disclosures relating to this transaction:

* Tell us how you determined the fair value was $.25 per share.
Revise future filings to discuss the circumstances that led to the
stock being issued to a related party at a discount to the market
price.

* Tell us whether the discount on the 4,000,000 shares issued to
Dr.
Waxman, a director, was in any part related to compensation for
director services.  If so, tell us how you have accounted for such
compensation charge.

* Tell us how you have accounted for the discount on the 400,000
shares issued to Mr. Bonmati, an officer.  It does not appear that
you recorded any charge to the statement of operations related to
this issuance.  Tell us why you concluded that no charge was
necessary relating to these shares, including reference to any
accounting literature on which you based your conclusion.

* With respect to the remaining 360,000 shares issued, tell us
whether any of the investors were employees or officers. If so,
explain how you accounted for any compensation charge related to
the
$.18 discount.

Item 3.  Controls and Procedures - Page 14

5. Please tell us and revise your future filings to include the
disclosure concerning changes in your internal control over
financial
reporting to indicate whether there was any change in your
internal
control over financial reporting that occurred during the most
recent
fiscal quarter that has materially affected or is reasonably
likely
to materially affect your internal control over financial
reporting,
as required by Item 308(c) of Regulation S-B as amended effective
August 13, 2003.

      *    *    *    *

      As appropriate, please amend your December 31, 2004 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
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 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 Exchange Act of
1934 and 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.

	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 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. Neil H. Koenig
Orthometrix, Inc.
May 25, 2005
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