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June 10, 2005

Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 6010
450 Fifth Street, NW
Washington, DC 20549

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 Sir or Madam:

Reference is hereby made to the comment letter of Michele Gohlke, Branch Chief
of the staff (the "Staff") of the Division of Corporation Finance of the
Securities and Exchange Commission, dated May 25, 2005 (the "Comment Letter"),
addressed to Neil H. Koenig, Chief Financial Officer of Orthometrix, Inc. (the
"Company"). A copy of the Comment Letter is attached as Exhibit A to this
letter, and the numbered responses below correspond to the numbered comments of
the Comment Letter. The Company has prepared an amendment to its Form 10-KSB for
the year ended December 31, 2004 (the "Amended 10-KSB") in order to address
certain of the comments of the Comment Letter. A copy of the Amended 10-KSB is
attached to this letter as Exhibit B. In accordance with the Company's
discussion with Tara Harkins, the Company will file the Amended 10-KSB with the
Securities and Exchange Commission following approval by the Staff.

FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004

ITEM 7.  FINANCIAL STATEMENTS, PAGE 20

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE 21

1.   The Company acknowledges the Staff's comment and notes that, in Note 14,
     the referenced events have been disclosed as subsequent events and
     designated as "unaudited". Our auditors do not believe their report should
     be dual-dated with respect to such unaudited information.

NOTES TO THE FINANCIAL STATEMENTS, PAGE 26

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE 26

REVENUE AND COST RECOGNITION, PAGE 27

2.   The Company acknowledges the Staff's comment and has addressed it in the
     Amended 10-KSB with the following disclosure:

Securities and Exchange Commission
June 10, 2005
Page 2

            "The Company offers one-year warranties on both hardware and
            software components of its bone densitometry systems and
            musculoskeletal development products. The Company also offers
            six-month warranties on replacement parts. The Company's warranties
            to their customers are "backed up" (i.e., the Company offers the
            same warranties to its customers as are received by the Company from
            the manufacturers of the subject products) by the respective
            manufacturers' warranties. Therefore, no warranty reserve is
            required by products sold by the Company."

EXHIBIT 31.1 AND EXHIBIT 31.2

3.   The Company acknowledges the Staff's comment and notes that the Amended
     10-KSB includes certification of the Company's 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, 7

4.   The Company acknowledges the Staff's comments and will revise its future
     filings to clarify the following:

     -   On December 15, 2004, the Company's board of directors authorized the
         commencement of negotiations with Psilos Group Partners II SBIC, L.P.
         ("Psilos") and other parties regarding the private sale of shares of
         the Company's common stock. The board determined that a sale price
         equal to the average closing price over the 30 day period preceding the
         closing date less 20% would be appropriate. When negotiations with
         Psilos began on December 15, 2004 such discounted average price was
         approximately $0.28 per share. When Psilos was ready to close the
         transaction on March 3, 2005, such discounted average price had
         decreased to approximately $0.24 per share. The parties agreed to price
         the deal at $0.25 per share, with Psilos being issued 4,000,000 shares.
         At the request of Psilos, Mr. Bonmati accepted to purchase 400,000
         shares on the same terms. The board unanimously authorized and ratified
         the transaction, with the related parties abstaining from the vote.

     -   The discount on the 4,000,000 shares issued to Psilos, of which Dr.
         Waxman is the Senior Managing Member, did not relate, in any part, to
         compensation for director services.

Securities and Exchange Commission
June 10, 2005
Page 3

     -   The issuance to Mr. Bonmati, an officer, was made on the same terms as
         the issuances to the other investors. No charge was necessary relating
         to these shares.

     -   With respect to the remaining 360,000 shares issued, none of the
         investors were employees or officers of the Company.

ITEM 3. CONTROLS AND PROCEDURES - PAGE 14

5. The Company acknowledges the Staff's comments and will revise its future
filings to include the following disclosure:

        "There has been no change in the Company's internal control over
        financial reporting during the Company's most recent fiscal quarter that
        has materially affected, or is reasonably likely to materially affect
        the Company's internal controls over financial reporting."

In connection with responding to your comments, the Company acknowledges that:

     o   The Company is responsible for the adequacy and accuracy of the
         disclosure in the filing;

     o   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

     o   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.

We trust that the foregoing responses satisfactorily address the Staff's
comments. If you have any questions or further comments, please do not hesitate
to contact me at (212) 867-8711 or via facsimile at (212) 867-8723.

Sincerely,

/s/ Neil H. Koenig
---------------------------
Neil H. Koenig
Chief Financial Officer

Encls.

                                                                       EXHIBIT A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              450 FIFTH STREET N.W.
                              WASHINGTON, DC 20549

                                   [SEC LOGO]
                                [GRAPHIC OMITTED]

                              FACSIMILE TRANSMITTAL

                                  MAY 26, 2005

PLEASE DELIVER THE FOLLOWING PAGES TO:

NAME:              MR. NEIL H. KOENIG

ORGANIZATION:      ORTHOMETRIX, INC.

TELECOPIER NUMBER: 212-467-4723

TOTAL NUMBER OF PAGES, INCLUDING COVER SHEET: 5

RE:  COMMENTS ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 AND
     FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005

FROM:       Tara L. Harkins
            Division of Corporation Finance

            Telephone Number: (202) 551-3639

IF YOU DO NOT RECEIVE ALL PAGES, PLEASE TELEPHONE THE ABOVE NUMBER FOR
ASSISTANCE.

NOTE:    THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS
         INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE,
         AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO RECEIVE IT. IF
         YOU ARE NOT THE INTENDED RECIPIENT OF THIS FACSIMILE, OR THE AGENT
         RESPONSIBLE FOR DELIVERING IT TO THE INTENDED RECIPIENT, YOU HEREBY
         ARE NOTIFIED THAT ANY REVIEW, DISSEMINATION, DISTRIBUTION, OR COPYING
         OF THIS COMMUNICATION STRICTLY IS PROHIBITED. IF YOU HAVE RECEIVED
         THIS COMMUNICATION IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY
         TELEPHONE

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
[SEC LOGO]                   WASHINGTON, D.C. 20549
[GRAPHIC OMITTED]

    DIVISION OF
CORPORATION FINANCE

        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.

        Mr. Neil H. Koenig
        Orthometrix, Inc.
        May 25, 2005
        Page 2

        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:

              o   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.

              o   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.

        Mr. Neil H. Koenig
        Orthometrix, Inc.
        May 25, 2005
        Page 3

        Form IO-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:

              o   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.

              o   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.

              o   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.

              o   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.

                                   * * * *

        Mr. Neil H. Koenig
        Orthometrix, Inc.
        May 25, 2005
        Page 4

                 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.