SecProbe.io

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Mail Stop 0306

      April 21, 2005

Via U.S. Mail and Facsimile to (781) 246-3561

Diane J. Ryan
Vice President Finance and Chief Financial Officer
Implant Sciences Corporation
107 Audubon Road, #5
Wakefield, MA 01880

	Re:	Implant Sciences Corporation
		Form 10-K for the year ended June 30, 2004
		Filed November 10, 2004
      File No. 001-14949

Dear Ms. Ryan:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended June 30, 2004

General

1. Based on your market capitalization it appears that you may be
required to exit the small business reporting system at the
beginning
of your June 2006 fiscal year.  Please carefully consider the
small
business eligibility requirements before you submit any filings
for
fiscal 2006.

Item 6.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations - Page 14

2. On page 15 you disclose a measure described as net loss "before
giving effect to the charge for stock-based compensation." That
item
is a non-GAAP measure as defined in Item 10(h) to Regulation S-B.
Under Item 10(h)(2)(B) you may not adjust or smooth earnings for
items reasonably likely to recur within two years or when there
was a
similar charge or gain within the prior two years.  You reported
stock compensation expense in fiscal 2004 and 2003 and you
continue
to report such charges in fiscal 2005.  Accordingly, you should
revise delete disclosure of this non-GAAP measure.  The non-GAAP
measure of adjusted expenses presented in the "Selling, General
and
Administrative" expense caption also suffers from this deficiency
and
should be similarly deleted.

Liquidity and Capital Resources - Page 15

3. The discussion of cash flows from operating activities is
basically a list of items from the cash flow statement.  As set
forth
in FR-72, you should provide an analysis of operating cash flows
focusing on the underlying drivers of those cash flows. Please
expand
or explain to us how the existing disclosure is reflective of the
guidance from that Release.

4. As a related matter, if you cite changes in components of
working
capital in explaining operating cash flows you should also
identify
and describe reasons for the cited changes. In general, MD&A
should
present reasonably detailed analysis of significant changes in
working capital or components thereof.

Financial Statements

Report of Independent Registered Public Accounting Firm - Page 23

5. The second paragraph of the audit report should refer to the
PCAOB
by its full name.  That is, it should refer to the standards of
the
Public Company Accounting Oversight Board (United States).

Statements of Operations - Page 25

6. With respect to the government contract research and
development
cost-sharing or best efforts arrangements, show us that what you
report as contract revenue should not be presented as a cost
offset
pursuant to the government contract audit guide.   Refer
specifically
to paragraphs 3.49 through 3.56 to that publication.  This
response
should be detailed and specific to the underlying arrangements.

Summary of Significant Accounting Policies - Page 30

Revenue Recognition - Page 33

Accounts Receivable - Page 34

7. In a supplemental response, tell us why approximately 45% of
your
government contract revenues for fiscal 2004 were unbilled as of
June
30, 2004.  Tell us when the unbilled amounts were billed and
collected.  If they were not subsequently billed and collected
explain why. The narrative response should be detailed and
specific.
With respect to disclosure, you should expand MD&A or the notes to
financial statements to describe why such a significant portion of
the government contract revenue was unbilled at June 30, 2004,
including disclosure about the expected timing of billing and
collection.

Item 8a. Controls and Procedures - Page 46

8. We note your statement that a "control system, no matter how
well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the internal control system are
met."  Please revise to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and whether your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  In the alternative, remove the reference to the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

9. We note the statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except as described in the
following paragraphs."  Given the exceptions noted, it remains
unclear whether your chief executive officer and chief financial
officer have concluded that your disclosure controls and
procedures
are effective.  Please revise your disclosure to state, in clear
and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
your
disclosure controls and procedures.  For example, if true, you can
state that your disclosure controls and procedures are effective
including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified matters.  Or, if true, you can state that given the
identified matters, your disclosure controls and procedures are
not
effective.  You should not, however, state the conclusion in your
current disclosure, which appears to state that your disclosure
controls and procedures are effective except to the extent they
are
not effective.

10. Please revise to more fully describe the nature and impact of
the
reportable condition identified by your auditor.  You indicate
that
the "reportable condition lead, in the audit process, to the
identification and resolution of accounting matters and
substantiation and evaluation of certain account balances and
information."  The existing description could be used to describe
common audit procedures performed by auditors in the normal course
of
conducting an audit; and accordingly, does not provide sufficient
disclosure.

11. You indicate that the errors with respect to equity
transactions
did not result from material weaknesses apparently because those
errors were inadvertent and isolated.  It is reasonably possible
that
material weaknesses could result in isolated or inadvertent
errors.
As well, it is reasonably possible that conditions leading to
inadvertent or isolated errors may render a control system
ineffective.  Accordingly, you should revise to provide a more
detailed and specific rationale regarding your assessment of and
conclusions about the significance of the conditions responsible
for
these errors.

12. Revise to state clearly whether there were any changes in
internal control over financial reporting that occurred during the
quarter that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting.
Refer
to Item 308(c) to Regulation S-B.

Form 10-Q for the period ended December 31, 2004

Financial Statements

Consolidated Balance Sheets - Page 2

13. In light of your losses and accumulated deficit, tell us why
it
is appropriate to report the deferred tax asset totaling nearly
$900,000 at December 31, 2004.  Tell us how your presentation and
underlying accounting is appropriate under FAS 109.

Note 10, Investment in Unconsolidated Subsidiaries - Page 10

14. Tell us how you plan to account for the shares to be issued to
CorNova.  Support that your planned accounting is appropriate in
GAAP.

15. Tell us about your rights and obligations as an investor in
CorNova. Tell us who owns and controls the 40% not attributed to
CardioTech or Implant Sciences.  Identify the relative share
ownership interests after the third party investment.  Show us
that
you should not consolidate this entity.

Note 14.  Acquisition of Core Systems Incorporated -Page 12

16. Please disclose how you determined the fair value of the
warrants, including underlying assumptions.

17. We also note that you valued your common stock utilizing an
average for twenty days prior to the agreement.  Under FAS 141 and
EITF 99-12 acquisition shares should be valued based on the market
price for a reasonable period before and after the date that the
terms of the acquisition are agreed to and announced.  Tell us how
your method is appropriate under that guidance.

18. We see the significant goodwill attributed to the Core
transaction. Expand to make disclosure about the specific factors
responsible for a purchase price leading to significant goodwill.
Refer to paragraph 51b to FAS 141.

Management`s Discussion and Analysis

Results of Operations - Page 16

19. Your margins appear to have significantly deteriorated in
fiscal
2005.  Please expand to disclose gross margin (or costs of
revenue)
as a percent of revenue for each three and six month period.  Make
detailed disclosure about the factors responsible for decreased
margins in 2005.  Also clarify why your costs of revenue are
apparently increasing faster than sales.

Item 3. Controls and Procedures - Page 23

20. You indicate that disclosure controls and procedures are
designed
to ensure that information you are required to disclose is
"recorded,
processed, summarized and reported" within the time periods
specified
by the SEC`s rules and forms.  You should also disclose whether
those
controls and procedures are designed to ensure that information
required to be disclosed is accumulated and communicated to
management, including the principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure.  That is,
your
language should reflect the entire two-sentence definition from
Exchange Act Rule 13a-15(e).  Please also update the parenthetical
from the first paragraph to refer to Exchange Act Rules 13a-15(e)
and
15d-15(e).  The existing references were superseded in August
2003.

21. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except as described in the
following paragraphs."  Given the exceptions noted, it remains
unclear whether your chief executive officer and chief financial
officer have concluded that your disclosure controls and
procedures
are effective.  Please revise your disclosure to state, in clear
and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
your
disclosure controls and procedures.  For example, if true, you can
state that your disclosure controls and procedures are effective
including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified matters.  Or, if true, you can state that given the
identified matters, your disclosure controls and procedures are
not
effective.  You should not, however, state the conclusion in your
current disclosure, which appears to state that your disclosure
controls and procedures are effective except to the extent they
are
not effective.

22. Revise to state clearly whether there were any changes in
internal control over financial reporting that occurred during the
quarter that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting.
Refer
to Item 308(c) to Regulation S-B.

Form 8-K dated March 11, 2005

23. We see disclosure of EBITDA.  Under Item 2.02 of Form 8-K,
disclosures "furnished" should include the information about non-
GAAP
measures required by paragraph (h)(1)(i) of Item 10 of Regulation
S-
B.  Accordingly, if you present EBITDA (or any other non-GAAP
measure) in a press release, that release should include
reconciliation of the non-GAAP measure to the most directly
comparable GAAP measure and present statements disclosing the
reasons
why management believes the presentation of the non-GAAP measure
provides useful information to investors regarding financial
condition and results of operations.  You should also make
disclosure
about the purposes for which you use the non-GAAP measure. Those
disclosures should be specific and substantive in nature.
Appropriately revise future filings.

Form 8-K dated April 13, 2005

24. Expand Note (a) to provide quantified disclosure about cash
inflows and outflows.  That is, provide a road-map to the amount
presented as the net adjustment to historical cash.

25. While we understand that allocations to intangible assets are
subject to further analysis, the pro forma financial statements
should include disclosure about the specific intangible assets
acquired, the amounts allocated to each asset and the assumed
lives
applied estimating amortization expense.  Apply for both
acquisitions.

26. We see that you have attributed certain valuations to
professional appraisers.  If you do so in this or any other
Exchange
Act filing, then you should identify the expert and include their
consent in any registration statement incorporating those filings.
Alternatively, you should clarify that management is responsible
for
purchase price allocations. You should also identify and describe
appraisal methods, and, if important to an understanding of the
valuation, significant assumptions.  We will not object if you
state
in revised disclosure that you considered a number of factors,
including appraisals, when making purchase allocation
determinations,
but it should be clear that management is responsible for the
allocations.

27. Tell us why you have extended the useful lives of Accurel`s
fixed
assets.  Support that it is appropriate to extend those lives for
pro
forma financial statement purposes.

28. We see that you eliminated stock compensation included in
Core`s
historical operating results.  Pro forma financial statements
should
not normally include adjustments to eliminate infrequent or
nonrecurring items included in the underlying historical financial
statements of a registrant or other combining entity.  Please
revise
or advise.
*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a res