SecProbe.io

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Mail Stop 6010

      June 30, 2005

Joseph V. Gulfo, M.D.
President and Chief Financial Officer
Electro-Optical Sciences, Inc.
3 West Main Street, Suite 201
Irvington, NY 10533

      Re:	Electro-Optical Sciences, Inc.
	Registration Statement on Form S-1
      Filed June 3, 2005
	File No. 333-125517

Dear Dr. Gulfo:

      We have reviewed your filing and have the following
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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

Prospectus Inside Front Cover Page
1. We note your disclosure that you "do not make any
representation
as to the accuracy" of the industry data and forecasts and market
research included in your prospectus.  Please note that it is
inappropriate to suggest that you do not have responsibility for
the
accuracy of disclosure in the registration statement.  Please
revise
your disclosure accordingly.
2. Please provide us with copies of the industry reports and
market
data cited throughout the registration statement, clearly marking
the
relevant sections, and identify any reports prepared specifically
for
your use.

Prospectus Summary, page 1
3. Please expand the summary to clarify that you currently do not
have any commercialized product or significant source of revenue
and
that your revenues to date were derived from the DIFOTI product,
which was recently discontinued.
4. Also clarify your anticipated timeframe for commercialization
of
MelaFind, assuming you receive premarket approval for MelaFind in
2007, as you currently anticipate.  Also disclose the length of
time
it may take to obtain Medicare coverage.
5. We note your disclosure in the second paragraph on page 1 that
you
have entered into a binding Protocol Agreement with the FDA to
conduct a pivotal trial.  Please also disclose that such a trial
was
initiated in 2004, but that you experienced technical operational
issues which require refinement to your hardware systems.  We
refer
you to your disclosure in last paragraph on page 46 of the
prospectus.
6. Please tell us when you anticipate the completion of the
websites
mentioned on page 3 of the prospectus.

The Market Opportunity, page 1
7. Revise the first few sentences to provide industry data
regarding
the incidence of melanoma, which appears to be a more relevant
statistic than the incidence of all skin cancers.

Risk Factors, page 7
8. Please eliminate the last two sentences of the introductory
paragraph and revise as necessary to include a discussion of all
material risks in the Risk Factors section.

Dilution, page 32
9. Please expand your disclosure to include the further dilution
to
new investors assuming your underwriters` over-allotment is
exercised
in full, if material.

Our Business, page 43
10. Throughout the filing, please define or explain medical and
regulatory terms, such as "dermatohistopathologial" review on page
47, "spectrophotometric intercutaneous" analysis on page 53, and
references to "QSR" and "ISO 9000 series" standards.

MelaFind Product Description, page 45
11. Please explain in greater detail the "appropriate limits" as
it
pertains to the MelaFind`s functionality.  We refer you to your
disclosure in the penultimate paragraph on page 46.

MelaFind Regulatory Status, page 46
12. Explain statistical terms used, such as ""binomial lower
confidence bound," and quantify the "statistically significant
greater specificity" needed to rule out melanoma.  Also explain
the
difference between a "pilot" trial and a "pivotal" trial and
update
us as to the status of the pilot trial.  We refer you to your
disclosure in the last sentence on page 46.

Clinical Studies of MelaFind, page 47
Results of Training Studies and Blinded Tests, page 48
13. It is unclear what, if any, conclusions can be gleaned from
the
cumulative results of your training studies and blinded tests
regarding the effectiveness of your product.  The results appear
to
show that MelaFind`s effectiveness varies greatly when compared to
the results of study dermatologists.  Please revise and expand
your
disclosure to include a conclusion as to how the latest iteration
of
your product compares with the effectiveness of expert
dermatologists.
14. We refer you to the January 2005 Test Results on page 50.
Please
provide the basis for your belief that your products sensitivity
would have been 96.4% had the device performed within
specifications.

Our Reimbursement Strategy, page 51
15. Please expand your disclosure to provide more specific detail
as
to how you plan to accomplish your reimbursement strategy.  For
example, tell us how you plan to secure coverage by private payors
and Medicaid agencies, particularly in light of the Risk Factors
mentioned on page 9 of the registration statement.
16. Please explain why you believe physicians might be willing to
pay
to use MelaFind and not charge patients for its use.  We refer you
to
your disclosure on in the first paragraph on page 52.

Competition, page 52
17. Please explain the significance of comparing the specificity
of
dermatologists in DB-Mips studies to the specificity of
dermatologists in MelaFind studies.  Additionally, please disclose
the reported sensitivity of the DB-Mips system and tell us how it
compares to that of the MelaFind.  We refer you to the last
paragraph
on page 52.

Intellectual Property, page 54
18. Please describe the importance to your business and the
duration
and effect of all material patents.  Refer to Item 101 (c) (iv) of
Regulation S-K.

Management, page 62

Board of Directors Composition, page 63
19. Please identify the "certain directors" elected to the board
pursuant to the voting agreement among you and certain
shareholders.
Also, in the Related Party Transactions section of the prospectus,
please describe the material terms of the voting agreement and
disclose which shareholders have representatives on your board of
directors.

Executive Compensation, page 67
20. Confirm that you have filed all employment agreements with all
named executive officers.

Consulting Agreements, page 70
21. Please tell us why you have not filed your consulting
agreement
with Dr. Friedman as an exhibit to the registration statement.

Principal Stockholders, page 73
22. Please identify the natural persons who beneficially own the
shares held by Caremi Partners Ltd., or clarify in the footnote
that
such person is Steven Ruchefsky.
Legal Matters, page 86
23. Delete the second and third sentences, since investors are
entitled to rely on the opinion to be filed as an exhibit from
counsel regarding the legality of the securities being offered.

Financial Statements, page F-1

24. Consideration should be given to the updating requirements of
Rule 3-12 of Regulation S-X.

25. Please revise to disclose all significant transactions with
related parties separately on the face of the financial statements
and in the notes to the financial statements.  Refer to SFAS 57
and
Rule 4-08 (k) of Regulation S-X.

Report of Independent Registered Public Accounting Firm, page F-2
26. We note your auditor`s plan to render their opinion upon the
effectiveness of a one-for-two reverse common stock split. Prior
to
going effective this audit report should be removed and the audit
report on the financial statements should be signed.

Statement of Stockholders` (Deficiency) Equity, page F-5

27. Provide us with an itemized chronological schedule detailing
each
issuance of your common shares, preferred stock, stock options and
warrants since January 2004 through the date of your response.
Include the following information for each issuance or grant date:

* Number of shares issued or issuable in the grant
* Purchase price or exercise price per share
* Any restriction or vesting terms
* Management`s fair value per share estimate
* How management determined the fair value estimate
* Identity of the recipient and relationship to the company
* Nature and terms of any concurrent transactions with the
recipient
* Amount of any recorded compensation element and accounting
literature relied upon to support the accounting.

In the analysis requested above, highlight any transactions with
unrelated parties believed by management to be particularly
evident
of an objective fair value per share determination.  Please
provide
us with a chronological bridge of management`s fair value per
share
determinations to the current estimated IPO price per share.
Also,
indicate when discussions were initiated with your underwriter(s)
about possible offering price ranges.  We will delay our
assessment
of your response pending inclusion of the estimated IPO price in
the
filing.

28. We are deferring any evaluation of stock compensation
recognized
until the estimated offering price is specified, and we may have
further comments in that regard when you file the amendment
containing that information.

29. We believe that the following disclosures would be helpful to
an
investor since changes in your methodologies and assumptions could
have a material impact upon your financial statements.  Please
revise
to provide the following disclosures in MD&A:

* Discuss the significant factors, assumptions and methodologies
used
in determining fair value for options granted during the twelve
months prior to the date of the most recent balance sheet.
* Discuss each significant factor contributing to the difference
between the fair value as of the date of grant and the estimated
IPO
price for options granted during the twelve months prior to the
date
of the most recent balance sheet.
* Disclose the valuation method used and the reasons why you chose
that method.
* Quantify any known or expected compensation expense to be
recorded
in the accounting period the offering takes place as well as
periods
subsequent thereto.

Notes to Financial Statements, page F-7

Note 1. Principal Business and Summary of Significant Accounting
Policies, page F-7

30. Please revise the warranty cost accounting policy disclosures
on
page F-8 to clearly indicate your policy complies with FASB
Statement
5.  If necessary, tell us why your policy for these costs doesn`t
comply with the Statement.

Note 8. Stockholders` (Deficiency) Equity and Redeemable Preferred
Stock, page F-14

31. We see on page F-5 that the reduction of the liquidation value
of
your Series B preferred stock resulted in a charge of $2,125,600
in
fiscal 2003. Additionally, we see that other modifications were
made
to Series A and Series B preferred stock and see that additional
shares were issued to Series B shareholders. Please tell us in
detail
and revise to explain how you valued, recorded and accounted for
this
transaction. Please cite the guidance upon which you relied to
support your accounting for the modifications.

32. We see that as a result of the October 2004 sales of the
Series C
preferred stock, you recorded a $2.4 million charge due to a
beneficial conversion feature. Please tell us and revise the
filing
to disclose details of the calculation of the charge and discuss
how
the conversion price was determined.  Please tell us the
authoritative guidance upon which you relied to support your
accounting.

33. We see that at December 31, 2004 and March 31, 2005 there are
approximately $1,506,000 and $1,674,000 of deemed but unpaid
dividends. We also see in the event the Series B and Series C
preferred stock is converted into common stock, any related deemed
dividends would be forfeited.  Please explain how you determined
the
stated amount of unpaid deemed dividends at December 31, 2004 and
March 31, 2005.  Provide us with the accounting entries that were
made in connection with recording deemed dividends.  Be sure to
explain how the change from December 31, 2004 to March 31, 2005 in
the amounts of deemed but unpaid dividends make sense given the
deemed dividend amounts presented in your 2005 interim statements
of
operations.  Also, tell us the accounting implications of the
forfeiture of deemed dividends, if any.  Finally, revise the
filing
to clarify these matters.

Note 9. Stock Options and Warrants, page F-16

Warrants, page F-16

34. We noted various issuances of warrants in conjunction with
sales
of preferred stock and as compensation to consultations. Please
revise to disclose how you accounted for and valued the issuance
of
these warrants.  Also, disclose the fair value of your stock at
the
dates of issuance, how the value was determined and the amount of
any
compensation expense recorded for each of the issuances.

35. We see that on April 5, 2005, the Board of Directors approved,
subject to stockholder approval, the issuance of 1,305,321 shares
of
your common stock in exchange for 2,610,643 outstanding warrants
and
also see you consider this transaction to be an exchange of equity
instruments at fair value which will have no net effect on
stockholders` equity.  Please tell us why you believe the
described
accounting is appropriate.  Support your assertions with
references
to authoritative U.S. generally accepted accounting principles.

Note 11.  Subsequent Events, page F-18

36. We see you decided to discontinue all operations associated
with
your DIFOTI product effective as of April 5, 2005.  Note that for
discontinued operations that are not yet required to be reflected
in
historical statements under FASB Statement 144, pro forma
financial
statements reflecting the transaction for the latest balance sheet
and income statements for all periods are required.  Please revise
the filing as necessary based on our comment.

Part II

Item 16.  Exhibits and Financial Statement Schedules

Exhibit 23.1

37. Please include a currently dated and signed consent from your
independent auditors with any amendment filed.

*     *     *

      As appropriate, please amend your registration statement in
response to these  comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting p