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    3811 VALLEY CENTRE DRIVE

SUITE 500

SAN DIEGO

CALIFORNIA 92130-2332

TELEPHONE: 858.720.5100

FACSIMILE: 858.720.5125

WWW.MOFO.COM

    MORRISON & FOERSTER LLP

NEW YORK, SAN FRANCISCO,

LOS ANGELES, PALO ALTO,

SAN DIEGO, WASHINGTON, D.C.

DENVER, NORTHERN VIRGINIA,

ORANGE COUNTY, SACRAMENTO,

WALNUT CREEK, CENTURY CITY

TOKYO, LONDON, BEIJING,

SHANGHAI, HONG KONG,

SINGAPORE, BRUSSELS

    August 12, 2005

    Writer’s Direct Contact

    858/720-5198

    SRowles@mofo.com

Via Edgarlink and Hand Delivery

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0306

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Russell Mancuso, Branch Chief

    Ms. Kaitlan Tillan, Assistant Chief Accountant

    Mr. Tom Jones

    Mr. Eric Atallah

    Re:

    Endocare, Inc.

    Draft of Amendment to Annual Report on Form 10-K

    For the fiscal year ended December 31, 2004

    Provided July 27, 2005

    and Quarterly Report on Form 10-Q

    For the fiscal quarter ended March 31, 2005

    File No. 0-27212

Ladies and Gentlemen:

This letter is being filed on behalf of our client, Endocare, Inc. (the “Company”), in response to
comments received from the staff of the Securities and Exchange Commission (the “Staff”) by letter
dated August 4, 2005 (the “Staff Letter”) with respect to the draft amendment to the Company’s Form
10-K previously provided to the Staff (the “Form 10-K Amendment”). The numbering of the paragraphs
below corresponds to the numbering of the Staff Letter. The comments in the Staff Letter have been
incorporated into this response letter for your convenience. A revised draft of the Form 10-K
Amendment marked to show the latest changes is being sent to you by facsimile and overnight
courier. In addition, as requested by the Staff, we have set forth below in this letter the
Company’s responses to the two outstanding Form 10-Q comments (Comments #5 and #6) contained in the
Staff’s letter dated July 19, 2005.

August 12, 2005

Page Two

Draft of Amendment to Form 10-K for the Fiscal Year Ended December 31, 2004

Health care regulatory issues, Page 13

    1.

    Please revise the third paragraph to clarify whether you have described all material
requirements.

Response to Comment #1

The Company has revised the draft Form 10-K Amendment to clarify that all material requirements are
described.

    2.

    Clarify what you mean in the second full paragraph on page 13 where you state that your
activities “will” comply with the laws. Why don’t they comply now?

Response to Comment #2

The Company has revised the draft Form 10-K Amendment to state that the Company believes that its
activities comply with the health care regulatory laws described in the Form 10-K Amendment.

Legal Proceedings, Page 25

    3.

    Please identify the “corporate governance measures” mentioned in the fourth paragraph.

Response to Comment #3

The Company has revised the draft Form 10-K Amendment to identify the corporate governance
measures.

Contractual Obligations

    4.

    Please provide a table of contractual obligations that discloses all of your purchase
obligations.

Response to Comment #4

The Company has revised the Form 10-K Amendment to include all purchase obligations in the table of
contractual obligations.

August 12, 2005

Page Three

Consolidated Financial Statements, Page F-1

    5.

    We note that you restated your financial statements to include the gain (loss) on
divestitures within your loss from operations. Please tell us why you did not label the
financial statements as restated, disclose the reasons for the revision in a note to the
financial statements and provide the other disclosures required by paragraph 37 of APB 20.
Please also tell us why your auditors do not refer to restatement in the auditor’s report
and dual date the report.

Response to Comment #5

The Company has considered paragraph 37 of APB No. 20 “Accounting Changes” which states, “The
nature of an error in previously issued financial statements and the effect of its correction on
income before extraordinary items, net income, and the related per share amounts should be
disclosed in the period in which the error was discovered and corrected. Financial statements of
subsequent periods need not repeat the disclosures.” The reclassification of the $8.6 million gain
on divestiture from non-operating to operating income in 2003 did not impact income from continuing
operations, income before extraordinary items, net income and related per share amounts.

Ernst & Young has consulted with its national office regarding this issue, and Ernst & Young’s
national office concurs with the Company’s conclusion that the financial statements should not be
labeled as restated under paragraph 37 of APB No. 20. In addition, for the same reasons, Ernst &
Young’s national office does not believe that it is appropriate to refer to a restatement in Ernst
& Young’s report and dual date the report.

    6.

    Please refer to comments six and seven in our letter dated June 17, 2005. Please amend
your 10-K to include the following:

    •

    The segment disclosures required by paragraph 37 of SPAS 31;

Response to Comment

The Company has revised the Form 10-K Amendment to include the disclosures of revenues and related
cost of sales from external customers for each group of similar products and services required by
paragraph 37 of SFAS 131. The response to the next bullet point also addresses this issue.

    •

    The separate disclosure of bundled service revenue on the face of the income
statement as required by Rule 5-03(b) of Regulation S-X; and

August 12, 2005

Page Four

Response to Comment

The Company has revised the Form 10-K Amendment to include the separate disclosure of revenues from
sale of tangible products and services on the face of the income statement as required by Rule
5-03(b) of Regulation S-X.

    •

    An explanatory note regarding why it is impracticable to separately disclose the
cost of services.

Response to Comment

The Company has revised the Form 10-K Amendment to include an explanatory note regarding why it is
impracticable to separately disclose the cost of services.

OUTSTANDING FORM 10-Q COMMENTS

As requested by the Staff, we have set forth below in this letter the Company’s responses to the
two outstanding Form 10-Q comments (Comments #5 and #6) contained in the Staff’s letter dated July
19, 2005:

Form 10-Q for the Fiscal Quarter Ended March 31, 2005

Note 3. Changes to Plan of Sale – Timm Medical, page 6

    5.

    Please refer to response 10. We note your reference to paragraph 17 of SFAS 131.
Please note that paragraph 17 of SFAS 131 discusses the aggregation criteria for identified
operating segments. Please clarify whether or not your cryosurgical and erectile
dysfunction businesses are separately identified operating segments under paragraphs 10-15
of SFAS 131. If so, please also address in your response, with supporting quantitative
information, why you believe that the two operating segments have similar economic
characteristics under paragraph 17 of SFAS 131. If not, please tell us why you referred to
paragraph 17 of SFAS 131 in your response and also tell us the nature of all of the
information regularly reviewed by your CODM and Board of Directors with respect to Timm
Medical.

Response to Comment #5

    The Company’s cryosurgical and erectile dysfunction businesses are not separately identified
operating segments under paragraphs 10-15 of SFAS 131. As the Company discussed with Ms. Tillan
and Mr. Atallah, the Company referred to paragraph 17 of SFAS 131 merely to provide additional
background regarding the way in which the Company views the businesses.

August 12, 2005

Page Five

With respect to the information reviewed by the Company’s CODM and Board of Directors, as noted in
our July 11, 2005 letter, the Company’s CODM reviews financial and analytical information
principally on a consolidated basis to assess performance and make decisions about resource
allocation, with specific attention placed on revenues by product or service line and the related
gross margins. The typical information reviewed by the CODM is a monthly sales report consisting
of approximately seven pages of detailed analytics and only one line item for monthly revenue for
Timm Medical.

In addition, the CODM reviews a monthly package prepared for the Company’s Board of Directors,
which includes a narrative analysis that reviews significant financial developments. This
narrative analysis usually centers around the Company’s cryosurgical product line, revenues in the
aggregate, gross margins in the aggregate (though primarily focused on the cryosurgical product
line) and operating expenses in the aggregate. The CODM typically makes decisions on the basis of
the Company’s consolidated financial condition and operating results.

Note 4. Private Placement of Common Stock and Warrants, page 6

    6.

    Please refer to response 11. Please respond to the following comments:

    •

    Please address why you believe it is appropriate to treat the purchase
agreement and registration rights agreement as separate agreements. Discuss
whether or not each of the agreements is freestanding. See paragraph 2 of EITF
00-19. Discuss the basis for your conclusions. We note Recital C, Section 6.1(c)
and Exhibit C of the March 10, 2005 purchase agreement.

    •

    Tell us whether and how you evaluated the registration rights agreement under
SFAS 133.

    •

    Please tell us the circumstances under which you may have to pay liquidated
damages, the amount of those damages, the form of consideration for the damages
and whether or not there is any stated maximum amount to the liquidated damages.

    •

    Explain in further detail why you believe that the liquidated damages result in
a reasonable discount for the unregistered shares. Show us how you were able to
determine that the maximum damages would never exceed $3.3 million, or 21% of the
gross offering proceeds.

    •

    Please revise future filings to disclose all of the significant assumptions
used in your calculation of the value of the warrants. We note that your

August 12, 2005

Page Six

    response indicates that you modified the amount resulting from your Black-Scholes
calculation for the call provision and for a market discount.

    •

    Please show us the amounts derived from each step of your calculation to value
the warrants and explain how you determined the amount for the call provision and
the market discount.

Response to Comment #6

Set forth below is the Company’s response to each of the bullet points in the Staff’s comment. For
the Staff’s convenience, we have copied each bullet point before the corresponding response and
have also integrated into the following discussion our responses to the June 17, 2005 comment
letter relating to the classification of the warrants within equity versus liability since these
responses together formulate the complete basis for our conclusion. As the Company and
representatives of its independent registered public accounting firm, Ernst & Young, discussed with
Ms. Tillan and Mr. Atallah, Ernst & Young consulted with its national office regarding the
Company’s accounting for the warrants, and Ernst & Young’s national office indicated that it agreed
with the Company’s accounting.

The Company is aware of the discussions regarding the effect of a liquidated damages clause on the
classification of warrants under EITF No. 05-4. The Company understands that the Task Force has
reviewed this issue recently but was unable to reach consensus. There were many differing view
points discussed and practice by registrants has been diverse. Until new rules can be finalized,
the Company relies on current accounting literature for guidance, including SFAS No. 5, EITF 00-19,
SFAS No. 133 and SFAS No. 150. The Company believes that current GAAP does not require warrants
subject to registration rights to be classified as liability.

    •

    Please address why you believe it is appropriate to treat the purchase
agreement and registration rights agreement as separate agreements. Discuss
whether or not each of the agreements is freestanding. See paragraph 2 of EITF
00-19. Discuss the basis for your conclusions. We note Recital C, Section 6.1(c)
and Exhibit C of the March 10, 2005 purchase agreement.

The Company believes that it is appropriate to treat the warrants and the registration rights
agreement as separate, free-standing agreements in accordance with paragraph 2 of EITF 00-19.
Under paragraph 2, a contract is free-standing if it is (a) entered into separate and apart from
any other financial instruments or equity transactions or (b) is entered into in conjunction with
some other transaction and is legally detachable and separately exercisable. Though entered
contemporaneously with the private placement, the warrants and registration rights agreement are
separate legal agreements, each legally detachable and separately exercisable, for the following
reasons:

August 12, 2005

Page Seven

    •

    The registration rights agreement covers both the shares underlying the
warrants and the common shares issued outright upon the closing of the March 2005
financing;

    •

    The Company is not required to deliver registered shares upon exercise of the
warrants. Rather, if any warrant is exercised before an effective registration
statement covering the resale of the underlying shares, then the Company would
settle the warrant by delivering restricted stock to the holder;

    •

    Liquidated damages incurred under the registration rights agreement do not
alter an investor’s rights under the warrants. If the Company fails to register shares
by the required effective date, then each investor receives damages and
still has the right to exercise such investor’s warrants. The registration rights
agreement provides that the sole monetary remedy for failing to obtain and
maintain the effectiveness of the Form S-2 registration statement are liquidated
damages equal to 1% of the aggregate investment amount for each 30 days after the
effectiveness deadline during which the registration statement is not effective,
pro rated for partial months. The warrants are exercisable for the same number of shares
and at the same exercise price, regardless of whether the Company incurs or
pays liquidated damages under the registration rights agreement;

    •

    There is no circumstance or alternative for a net-cash settlement provided by
the warrants agreement, registration rights agreement or any of the other
financing documents;

    •

    The liquidated damages do not equate to a net cash-settlement, and therefore do
not in themselves result in liability classification, because: (1) the warrants
are not extinguished by the payment of the liquidated damages – the Company still
must deliver shares; (2) net-cash settlement of the warrants is not an alternative
and would in no way negate the Company’s obligation to pay liquidated damages
under the registration rights agreement; and (3) as further discussed below, the
liquidated damages represent a reasonable discount for unregistered shares (not a
penalty) and thus does not represent an uneconomic settlement alternative which
should be disregarded in determining the appropriate classification of the warrant
under EITF 00-19;

    •

    The two agreements relate to different risks. The payoff on the warrants is
based on the trading price of the Company’s stock. Liquidated damages under the
registration rights agreement are based on how long shares are unregistered.
These are independent of each other;

August 12, 2005

Page Eight

    •

    The right to receive liquidated damages under the registration rights agreement
does not have to be transferred to subsequent holders of the warrants or shares
acquired upo