SecProbe.io

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DREIER  LLP                                         DREIER LLP DRAFT - 10/12/05
Attorneys at Law

499 Park Avenue                                                Valerie A. Price
New York, New York 10022                            Direct Dial: (212) 328-6144
Tel: (212) 328-6100                                 Direct Fax:  (212) 652-3789
Facsimile: (212) 328-6101                                               Partner
                                                           vprice@dreierllp.com

                                               October 12, 2005

SENT VIA FAX AND FEDERAL EXPRESS

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549
Attention: Russell Mancuso, Branch Chief, Division of Corporation Finance

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

Ladies and Gentlemen:

         On behalf of Electro-Optical Sciences, Inc., a Delaware corporation
(the "Company"), and pursuant to the applicable provisions of the Securities Act
of 1933, and the rules and regulations promulgated thereunder, we are submitting
for filing with the Securities and Exchange Commission Amendment No. 5 to the
above-captioned Registration Statement on Form S-1 ("Amendment No. 5"). A copy
of Amendment No. 5 has been manually signed in accordance with Rule 302 of
Regulation S-T and the signature pages thereto will be retained by the Company
for a period of five years. The Company has authorized us to respond to the
comment letter sent to Joseph V. Gulfo, M.D. of the Company, dated October 11,
2005, from the Staff of the Commission.

         We have referenced the appropriate page numbers of the prospectus
contained in Amendment No. 5 in our responses contained herein. The numbered
paragraphs below set forth the Staff's comments together with our responses.
Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in Amendment No. 5. For your convenience, we enclosed a copy of
Amendment No. 5, marked to show changes from Amendment No. 4 to the Registration
Statement as filed with the Commission on September 27, 2005.

         Please note that Amendment No. 5 reflects an offering price of $5.00
per share rather than a price range of $5.50 - $6.50 per share as previously
contemplated in Amendment No. 4. As requested by the Staff of the Commission, we
have provided a recirculation analysis, which is set forth below under the
heading "Pricing Change."
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Russell Mancuso, Branch Chief, Division of Corporation Finance
October 12, 2005
Page 2

Form S-1

Special Suitability for California Residents, page i

1.   Given the last sentence of your response to comment 1, it is unclear why
     the last sentence on page i is appropriate. Please revise to clarify and
     add appropriate risk factors.

     Response: After discussions with the Securities Regulation Division of the
     California Department of Corporations, we have deleted the last sentence on
     page i and replaced it with the following sentence: "Any such person, in
     addition, may not purchase shares of our common stock having an aggregate
     value in excess of 10% of such person's net worth."

Business, page 44

Manufacturing, page 55

2.   Please expand your response to comment 5 to tell us whether the current
     stage of negotiations indicates that there will be any material terms to
     the agreement.

     Response: The Company met with Carl Zeiss Jena ("CZJ") as recently as
     October 11, 2005 to continue the negotiations regarding various licensing
     provisions to be included in the agreement. The Company and CZJ continue to
     work toward resolution of the outstanding issues, but a final agreement has
     not been reached. We have revised the referenced disclosure on page 55 of
     the prospectus to reflect that the Company is "currently negotiating with
     Carl Zeiss Jena" rather than that the Company "anticipate[s] contracting
     with Carl Zeiss Jena."

Underwriting, page 88

3.   Please reconcile your response to prior comment 6 with your disclosure on
     page 88 that:

     -    Underwriters and dealers may sell to online brokerage account holders;

     -    Underwriters may make internet distributions; and

     -    There is information on "such websites" that is in addition to the
          prospectus in electronic format.

     Response: In response to Comment 3, we have revised the disclosure on page
     88 to delete the above-referenced statements. In our letter dated September
     27, 2005, we noted that the underwriters had advised the Company that they
     had contracted with NetRoadshow, Inc. to conduct an Internet roadshow.
     Please note that the underwriters
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Russell Mancuso, Branch Chief, Division of Corporation Finance
October 12, 2005
Page 3

     have advised the Company that they also contracted with i-Deal LLC to
     conduct an Internet roadshow.

Exhibit 5.1

4.   We reissue comment 9 which also dealt with the reference to previously
     adopted Board resolutions mentioned in the penultimate paragraph of the
     opinion.

     Response: While the subject matters of the board resolutions relating to
     the validity of the shares being offered by the Company are reflected in
     the Registration Statement, our opinion is based on the shares being issued
     in accordance with the actual resolutions adopted by the Board of Directors
     of the Company. The Board resolutions we refer to in our opinion authorize,
     among other things, the number of shares to be offered, the Underwriting
     Agreement and the application to list the Company's common stock on the
     NASDAQ SmallCap Market. We believe that the reference to resolutions
     adopted by the Board is consistent with language that counsel needs to rely
     on in rendering Exhibit 5.1 opinions and, accordingly, we believe that the
     assumption that the shares being issued and sold by the Company are being
     issued and sold in accordance with the resolutions adopted by the Board of
     Directors of the Company is necessary and appropriate.

     To avoid any inference that we are relying on any resolution not related to
     the subject matters referenced in the Registration Statement, we have
     deleted the phrase "previously adopted by the Board of Directors of the
     Company" in the penultimate paragraph of Exhibit 5.1 and replaced it with
     "adopted by the Board of Directors of the Company."

Pricing Change

     In discussions with the Staff of the Commission regarding the proposed
change from an estimated price range of $5.50 - $6.50 per share, as contemplated
by Amendment No. 4 to the Registration Statement, to a price of $5.00 per share,
as contemplated by Amendment No. 5 (the "Pricing Change"), we have been asked to
provide a recirculation analysis. We believe that the Pricing Change does not
require a recirculation of the preliminary prospectus contained in Amendment No.
4 to the Registration Statement (the "Preliminary Prospectus") because the
Company will continue to use the proceeds to fund qualitatively the same
activities as those disclosed in the Preliminary Prospectus and because the
Company will still be able to pursue the same strategy, with the same expected
results, as disclosed in the Preliminary Prospectus. The Pricing Change results
in no material change to the Company's business strategy, other than to reduce
the amount of cash that would have been held by the Company. Accordingly, the
associated changes to the Use of Proceeds and other sections of the Preliminary
Prospectus are not material. Recirculation of the Preliminary Prospectus will
not provide potential investors with meaningful additional disclosure. Each of
these reasons is discussed in greater detail below.

     -    The Company has not changed the number of shares to be sold in the
          Offering. As a result of the change in the estimated net proceeds to
          the Company has been reduced
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Russell Mancuso, Branch Chief, Division of Corporation Finance
October 12, 2005
Page 4

          to approximately $16.5 million (based on an offering price per share
          of $5.00 and assuming no exercise of the underwriters' over-allotment
          option) from approximately $20.2 million as reflected in the
          Preliminary Prospectus (based on the midpoint of the applicable
          estimated price range and assuming no exercise of the underwriters'
          over-allotment option).

     -    The Pricing Change was approved at a meeting of the pricing committee
          of the Company's board of directors held on October 11, 2005. At the
          same meeting, and in connection with the Pricing Change, the members
          of the Pricing Committee determined that $5.00 per share was currently
          the minimum price per share at which the Company would be willing to
          proceed with the Offering.

     -    The reduction in proceeds will not adversely affect the Company's
          ability to carry on its business (as described in the Preliminary
          Prospectus or otherwise) or trigger any material adverse change to the
          Company's rights or obligations under any provision of any of the
          Company's material agreements. There are no legal or business
          conditions, covenants or requirements applicable to the Company that
          will not be met as a result of the Pricing Change.

     -    In the "Use of Proceeds" section of the Preliminary Prospectus, the
          Company disclosed that is would use approximately 72% of the proceeds
          from the offering (approximately $14.5 million) to fund the Company's
          research and development activities, approximately 5% of the proceeds
          from the offering (approximately $1.0 million) to fund development of
          the Company's sales and marketing capabilities and approximately 23%
          of the proceeds from the offering (approximately $4.7 million) for
          general corporate purposes. The Company has reviewed its use of
          proceeds in light of the reduced proceeds now expected from the
          offering and has determined that, although the amount of proceeds will
          decrease in absolute dollars, the funds from the offering will
          continue to be spent on the categories listed in the bullet points in
          the second paragraph under the "Use of proceeds" section of the
          Preliminary Prospectus in approximately the same percentages, with the
          percentage of the proceeds used to fund research and development
          activities increasing by 6%, and the percentages of the proceeds used
          for development of the Company's sale and marketing capabilities and
          general corporate purposes decreasing by 2% and 4%, respectively.

     -    Not only will the uses of proceeds and the relative distribution of
          the proceeds among such uses remain approximately the same as
          described in the Preliminary Prospectus, the Company expects that it
          will be able to accomplish each element of its strategy as described
          throughout the Preliminary Prospectus. In other words, the Pricing
          Change has not resulted in any change to the Company's business
          strategy.
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Russell Mancuso, Branch Chief, Division of Corporation Finance
October 12, 2005
Page 5

     -    In particular, the Company believes that the reduction in net proceeds
          does not change the Company's belief, as stated in the "Management's
          discussion and analysis of financial condition and results of
          operations - Operating Capital and Capital Expenditure Requirements"
          section of the Preliminary Prospectus, that the net proceeds from the
          Offering, together with current cash, cash equivalents and marketable
          securities and interest on such balances, should be sufficient to meet
          the Company's anticipated cash needs for working capital and capital
          expenditures through mid-2007.

     -    As reflected in Amendment No. 5, the extent of changes made to the
          Preliminary Prospectus as a result of the Pricing Change has not been
          substantial. None of the primary sections of the Preliminary
          Prospectus, including "Summary," "Risk Factors," "Management's
          Discussion and Analysis of Financial Condition and Results of
          Operations," "Business," "Management," and "Underwriting," have
          changed in any material respect as a result of the Pricing Change. As
          a result, a recirculation of the Preliminary Prospectus would not
          provide prospective investors with any material new information.

     -    We note that in the vast majority of recent initial public offering of
          which we are aware in which the final price range was reduced, no
          recirculation of the preliminary prospectus was required. Moreover, so
          far as we are aware, those companies that have engaged in an initial
          public offering involving a price reduction of similar magnitude to
          the magnitude of the Pricing Change and where the price reduction had
          no material effect on the operations, financial condition or
          disclosure in the preliminary prospectus, have not recirculated their
          preliminary prospectuses.

     -    Recirculation of the Preliminary Prospectus would result in a delay in
          the offering just as it is ready to be completed. Any such delay,
          particularly in light of current market conditions, could jeopardize
          the Company's ability to complete the offering at any time in
          foreseeable future. Moreover, the preparation and distribution of new
          copies of the Preliminary Prospectus would result in significant
          additional expense to the Company and further negatively affect the
          net proceeds to the Company from the offering. Given the significant
          negative effects on the Company of any recirculation, and in light of
          the fact that no new material information would be provided to
          prospective purchasers in the Offering, we believe that a
          recirculation of the Preliminary Prospectus is unnecessary.

     -    The Company's underwriters have agreed to notify all prospective
          purchasers to whom they expect to confirm sales of common stock in the
          offering, prior to any sale or oral confirmation, of the Pricing
          Change. In addition, a final prospectus reflecting the Pricing Change
          will accompany all confirmations of purchase orders.

                                     * * * *
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Russell Mancuso, Branch Chief, Division of Corporation Finance
October 12, 2005
Page 6

     We hope that the foregoing has been responsive to the Staff's comments.
Should you have any questions relating to any of the foregoing, please feel free
to contact the undersigned at (212) 328-6144. Thank you for your cooperation and
attention to this matter.

                                               Very truly yours,
                                               /s/ Valerie A. Price
                                               -------------------------------
                                               Valerie A. Price, Esq.

VAP/ma
Enclosure

cc:   Joseph V. Gulfo, M.D
      Karen Krumeich
      William Bronner
      Lewis B. Leventhal, CPA
      David C. Peck, Esq.
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