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    September 12, 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.

Revised Draft of Amendment to Annual Report on Form 10-K

For the fiscal year ended December 31, 2004

Revised Draft of Amendment to Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005

File No. 0-27212

Ladies and Gentlemen:

This letter is being submitted by Endocare, Inc. (the “Company”) in response to comments received
from the staff of the SEC (the “Staff”) by letter dated September 9, 2005 (the “Staff Letter”).
The numbering of the paragraphs below corresponds to the numbering of the corresponding comments in
the Staff Letter, the text of which we have incorporated into this response letter for your
convenience.

Concurrently with the filing of this letter via Edgar, we are faxing to you and also sending by
overnight courier the following documents:

    •

    A revised draft of the amendment to the Company’s Form 10-K for the year ended
December 31, 2004 (the “Form 10-K Amendment”), marked to show the latest changes; and

September 12, 2005

Page Two

    •

    Revised drafts of the amendments to the Company’s Form 10-Qs for the quarters ended
March 31 and June 30, 2005 (collectively, the “Form 10-Q Amendments”), marked to show
the latest changes.

Draft Amendment No. 2 to Form 10-K for the Fiscal year Ended December 31, 2004

Item 9a. Controls and Procedures

    1.

    We note you plan to restate your Form 10-K/A to properly classify gains and losses as
components of operating income. We also note that you plan to restate your 2005 Forms 10-Q
to properly account for certain warrants as liabilities. Please revise your proposed Item
9(a) disclosure for both the Form 10-K/A and the Forms 10-Q/A to:

    •

    Explicitly acknowledge the restatement

    •

    State whether in light of the restatement management continues to believe
disclosure controls and procedures are effective and if so why

    Also, for purposes of your Forms 10-Q/A, if management has made a material change to
the company’s internal controls over financial reporting, please make the disclosure
required by Item 308(c) of Regulation S-K.

Response to Comment #1

The Form 10-K Amendment and the Form 10-Q Amendments have been revised in accordance with the
Staff’s comment.

Draft Amendment No. 1 to Forms 10-Q for the Quarterly Periods Ended March 31, and June 30,
2005

Item 1. Condensed Consolidated Financial Statements

    2.

    Please tell us why you reflect the liability related to the common stock warrants as
long-term and not current. We note that the warrants are exercisable at any time during
the next five years.

Response to Comment #2

As indicated in Note 5 to the financial statements contained in each of the Form 10-Q Amendments,
the warrants are classified as derivative instruments until the exercise or expiration of the
warrants, because until such exercise or expiration there remains the possibility of liquidated
damages. Based on current trading prices of the underlying common

September 12, 2005

Page 3

stock, the Company does not expect that the warrants will be exercised within one year and the
warrant expiration date is not until March 11, 2010. This expectation is consistent with the
assumptions used in valuing the warrants as discussed in Note 5. Therefore, the Company and its
auditors, Ernst & Young, believe that the classification of the warrants as long-term liabilities
is appropriate.

In addition, the long-term classification reflects the fact that this derivative is settled through
the issuance of shares – i.e., an equity event, which is by nature non-current. Ultimately, the
liability associated with each warrant will be reclassified into equity upon exercise or
expiration. This situation differs from a “conventional” derivative that is settled (i.e.,
“paid-out”) through delivery of cash or other assets, where a short-term versus long-term
classification would be meaningful. As indicated in Note 5 to the financial statements contained
in each Form 10-Q Amendment, liquidated damages are expensed as incurred, as it is not possible to
reliably estimate in advance the aggregate amount of liquidated damages that ultimately will be
incurred.

* * * * * *

The Company respectfully requests the Staff’s assistance in completing the review of the draft Form
10-K Amendment and draft Form 10-Q Amendments as soon as possible. Please advise us if we can
provide any further information or assistance to facilitate your review. After we receive the
Staff’s final input on the draft Form 10-K Amendment and the draft Form 10-Q Amendments, the
Company will file these documents via Edgar and then file an amendment to the Company’s Form S-2 to
incorporate these filings by reference and respond to the Staff’s outstanding comments with respect
to the Form S-2.

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.