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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 25, 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

    Draft of Amendments to Quarterly Reports on Form 10-Q

    For the fiscal quarters ended June 30, 2005 and 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 order to
provide to the staff of the Securities and Exchange Commission (the “Staff”) additional information
regarding the Company’s valuation of the Series A Warrants and Series B Warrants that the Company
issued on March 11, 2005 (collectively, the “Warrants”).

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 –
which include the financial statements being labeled “restated,” corresponding
footnote disclosure and related changes to the audit report; and

August 25, 2005

Page Two

    •

    A draft of the amendments to the Company’s Form 10-Qs for the quarters ended
June 30, 2005 and March 31, 2005 (collectively, the “Form 10-Q Amendments”) –
which include the reclassification of the Warrants from equity to liability and
corresponding footnote disclosure. In addition, pursuant to input from Tom Jones,
the Company has defined the term “proctor fees” in the MD&A contained in the Form
10-Q for the quarter ended June 30, 2005.

With respect to the valuation of the Warrants, the Company determined the fair value of the
Warrants using the methodology described below. Accompanying this letter is a memorandum from RSM
McGladrey, the firm that assisted the Company in this valuation. The memorandum from RSM McGladrey
provides additional detail regarding the steps described below.

Methodology for Valuation of Warrants

    •

    Step One: Black-Scholes Valuation. First, the Company used the
Black-Scholes option-pricing model with the following assumptions: an expected
life equal to the contractual term of the Warrants (5 years); no dividends; a risk
free rate of 4.13%, which equals the five-year yield on Treasury bonds at constant
(or fixed) maturity, as reported in the Federal Reserve Statistical Release H.15
for March 10, 2005; and a volatility of 95.08%. Under these assumptions, the
Black-Scholes option-pricing model yielded a value of $1.96 for each of the Series
A Warrants and $1.91 for each of the Series B Warrants, for an aggregate value of
$7.6 million;

    •

    Step Two: Discount to Reflect Call Provision. Second, given that the
Warrants are limited in the amount of realizable profit as a result of the call
provision described in the Form 10-Q Amendments (at $3.00 realizable profit for
each Series A Warrant, i.e., $6.50 minus $3.50, and $3.50 realizable profit for
each Series B Warrant, i.e., $7.50 minus $4.00), the Company reduced the value of
the Warrants to account for the probability that the stock price will reach or
exceed $6.50 and $7.50, respectively (i.e., the prices above which the Company has
the right to call the Series A Warrants and Series B Warrants, respectively). The
Company used a statistical formula referred to as a “z score” formula to calculate
the probability that our stock price will reach or exceed $6.50 and $7.50,
respectively. Based on this formula, the Company calculated that, for the Series
A Warrants, the probability that the stock price of $6.50 will be reached or
exceeded is approximately 26.3%. Similarly, the Company calculated that, for the
Series B Warrants, the probability that the stock price of $7.50 will be reached
or exceeded is approximately 21.1%. Based on these probabilities, the Company
reduced the valuation of each of

August 25, 2005

Page Three

    the Series A Warrants to $1.44 (which equals one minus 26.3%, multiplied by $1.96)
and the Company reduced the valuation of each of the Series B Warrants to $1.51
(which equals one minus 21.1%, multiplied by $1.91). This yields an aggregate
value of the Warrants equal to $5.8 million; and

    •

    Step Three: Discount to Reflect Dilution. Third, the Company further
reduced the value of the Warrants on the assumption that the Company’s stock price
on the day that the Warrants are exercised will be affected by the additional
stock introduced into the market, i.e., dilution. Given that the Company has
approximately 30 million shares outstanding, the Company calculated that the
exercise of the Warrants will result in dilution of approximately 6%. Using the dilution figure of 6%, the
Company reduced the value of each of the Series A Warrants to $1.35 (i.e., $1.44,
multiplied by one minus 6%) and the Company reduced the value of each of the
Series B Warrants to $1.42 (i.e., $1.51, multiplied by one minus 6%). This yields
an aggregate value of the Warrants equal to $5.5 million.

Therefore, in conclusion, the Company ultimately determined the value of each of the Series A
Warrants to be $1.35 and the value of each of the Series B Warrants to be $1.42, for an aggregate
value of $5.5 million.

* * * * * *

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 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.

August 25, 2005

Page Four

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.

Memo

    To:

    Michael Rodriguez, CFO, Endocare

    From:

    Roxanne Cheng

    cc:

    Date:

    August 24, 2005

    Subject:

    Calculation of warrant values

The calculation of the warrant value is based on the price of an equivalent call option, adjusted
for the cap on the realizable profit on the warrant, and adjusted for the change in the stock price
due to the introduction of additional shares.

The price of an equivalent call option is calculated using the Black Scholes model with a holding
period of five years, which is equivalent to the legal term of the warrants. The calculated
volatility of Endocare’s stock is 95.08%. The risk free rate is 4.13%, or the five-year yield on
Treasury bonds at constant (or fixed) maturity, as reported in the Federal Reserve Statistical
Release H.15 for March 10, 2005. Using Black Scholes, the calculated value of a call option for
the $3.50 exercise price is $1.96, and the calculated value of a call option for the $4.00 exercise
price is $1.91.

Since the Series A and Series B warrants are limited in the amount of realizable profit (at $3.00
and $3.50, respectively), we have adjusted the value of the call option to account for the
probability that the stock price will exceed $6.50 and $7.50, respectively. Assuming that the
stock prices follow an approximately normal distribution, z scores provide us information on the
probability of stock prices exceeding a certain amount. Calculating a z score allows us to estimate
the area under the distribution curve where Endocare’s stock price falls above $6.50 and $7.50.

The formula is as follows:

    Z = x - mean(x)

                  ó

    Where

    x = maximum price, i.e. $6.50 for Series A or $7.50 for Series B warrants

    Mean (x) = $2.77

    ó = standard deviation,

    where ó is calculated as the square root of 5 (equal to the number of years), times
the annual volatility rate of 95.08%, times the stock price at issue or $2.77. This
calculation determines the standardized deviation over the five year period.

Therefore, for the Series A warrants, the probability that the stock price will reach or exceed
$6.50 is approximately 26.3%. That is, z = (6.50 – 2.77) / (v5 x 95.08% x 2.77) or .633. The area
under the curve represented by the area over $6.50 is 26.3%.

For the Series B warrants, the probability that the stock price will reach or exceed $7.50 is
approximately 21.1%. That is, z = (7.50 – 2.77) / (v5 x 95.08% x 2.77) or .803.

Based on the above, the value of the Series A warrants is (1 – 26.3%) * $1.96 or $1.44. The value
of the Series B warrants is (1 – 21.1%) * $1.91 or $1.51.

Endocare

August 24, 2005

Page 2

Further, the stock price on the day the warrants are exercised will be affected by the additional
stock introduced into the market, i.e. dilution. Given the approximately 30.06 million shares
outstanding, the dilution would be approximately 6%, calculated as follows:

Dilution = (3.945 x 3.50) + (30.5 x 6.50) = 6.2%

     (30.06 + 3.945)

Using the entire warrant issue is appropriate since it is expected that the investing public will
anticipate the imminent exercise of both warrant series. Therefore, the Series A warrant is worth
$1.35 and the Series B warrant is worth $1.42.

If you have any questions on the above, please call me at (626) 405-4255.