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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 18, 2005

    Writer’s Direct Contact

858/720-5198

SRowles@mofo.com

Via Edgarlink and Facsimile

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”), to provide
additional information in response to Comment #5 in the letter received from the staff of the
Securities and Exchange Commission (the “Staff”) on 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”).

In addition to the Company’s consideration of paragraph 37 of APB No. 20 “Accounting Changes,” as
described in our letter dated August 12, 2005, the Company has considered the guidance under SAB 99
relating to materiality. That SAB expressed the Staff’s view that exclusive reliance on certain
quantitative benchmarks to assess materiality in preparing or auditing financial statements is
inappropriate. The SAB states that the Staff has no objection to the use of a percentage threshold
as an initial assessment of materiality, but exclusive use of such thresholds has no basis in law
or in the accounting literature. The Staff stresses that

August 18, 2005

Page Two

evaluations of materiality require registrants and auditors to consider all of the relevant
circumstances. Some of the circumstances listed in the SAB that should be considered are:

    •

    whether the misstatement masks a change in earnings or other trends,

    •

    whether the misstatement hides a failure to meet analysts’ consensus
expectations for the enterprise,

    •

    whether a misstatement changes a loss into income or vice versa,

    •

    whether the misstatement concerns a segment of the registrant’s business that
plays a significant role in the registrant’s present or future operations or
profitability,

    •

    whether the misstatement affects compliance with loan covenants or other
contractual requirements,

    •

    whether the misstatement has the effect of increasing management’s
compensation.

The gain on divestiture was disclosed as a separate line item in the 2003 consolidated
statement of operations. In addition, the nature of the gain, the circumstances giving rise to the
gain and the impact of the divestiture on revenues and cost of sales was prominently disclosed in
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes
to the Consolidated Financials Statements. Management, along with the
Company’s auditors, has concluded that the
prominence and the depth of these disclosures sufficiently provides the financial statement users a
clear understanding of the gain and its impact on net income and future operations. As discussed
in our response letter dated July 11, 2005, inclusion of the gain in non-operating income was
intended to provide a more accurate depiction of the Company’s operating results. The original
classification did not mask a change in earnings nor would have impacted analysts’ consensus
expectations given that the Company has been delisted since January 2003. The reclassification
lowered total operating loss by $8.6 million. The Company had no loan covenants or contractual
requirements based on operating results and the gain on divestiture did not impact management’s
compensation. The reclassification of the $700,000 loss on divestiture in 2004 was insignificant
to total 2004 operating expenses of over $69 million as explained in our response letter dated July
11, 2005.

As such, management and Ernst & Young, the Company’s auditors, believe that the initial
classification of the gain as non-operating income did not render the financial statements taken as
a whole to be materially misleading and that reference to a restatement in the auditor’s report and
the dual-dating of the report is not warranted.

* * * * * *

The Company respectfully requests the Staff’s assistance in completing the review of the
Registration Statement and the related Exchange Act filings as soon as possible. Please advise us
if we can provide any further information or assistance to facilitate your review.

August 18, 2005

Page Three

Please direct any further comments or questions regarding this response letter to me at (858)
720-5198 or my colleague Clint Davis at (858) 720-5176. Our facsimile number is (858) 720-5125.

Very truly yours,

/s/ Steven G. Rowles

Steven G. Rowles

    cc:

    Michael R. Rodriguez, Endocare, Inc.

Kevin Keating, Endocare, Inc.