SecProbe.io

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Mail Stop 6010

      June 23, 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-KSB for the year ended June 30, 2004
		Filed November 10, 2004
		Form 10-QSB for Fiscal Quarters Ended
		September 30, 2004, December 31, 2004 and March 31, 2005
      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 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
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-KSB for the year ended June 30, 2004

General
1. We note your responses to comments two, three, four, five and
eight.  Please amend the 10-KSB to present disclosure similar to
that
included in the responses.

Item 8a.  Controls and Procedures, page 46
2. Please refer to the proposed revisions in response to prior
comment 9.  The proposed disclosure indicates that management has
concluded that disclosure controls and procedures are effective
"to
ensure that material information relating to (y)our company is
made
known to management, including the CEO and CFO particularly during
the period when (y)our periodic reports are being prepared." The
language that is currently included after the word "effective" in
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).  Present the revised
language in the amended Form 10-KSB.  The substance of this
comment
should also be applied to the disclosure presented in the Form 10-
QSB
as of March 31, 2005.
3. Please refer to prior comment 10.  We note that the reportable
condition primarily resulted from inadequate staffing and
supervision
over the review and financial statement close function; and, that
those conditions lead to the untimely identification of certain
accounting matters and contributed to numerous fourth quarter
adjustments.  The amendment should include the response to this
comment and should also clarify the steps you took to resolve the
underlying weakness.
4. Please refer to prior comment 11.  Please revise to present the
proposed disclosure.  Also incorporate disclosure clarifying why
the
supervisory review was ineffective and describing the steps
undertaken to resolve this weakness.
5. Please refer to prior comment 12.  We note from your proposed
disclosure that there were "no material changes" to your internal
controls.  However, Item 308(c) of Regulation S-B requires
disclosure
of any changes to internal control over financial reporting that
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, not just
"material"
changes.  Please revise your proposed disclosure to be consistent
with the standard in Item 308(c).  Further, we note your response
that you have made certain changes to improve your internal
control
over financial reporting and that you have begun to implement
other
changes as a result of a reportable condition.  Please revise your
disclosure to address specifically what the company is doing to
improve your internal control over financial reporting, the
timeline
for completion and the actions the company is taking in the
interim
to mitigate the weakness in the controls.

Form 10-QSB for the Fiscal Period Ended March 31, 2005

Financial Statements, page 2

Consolidated Balance Sheets, page 2

6. Please refer to prior comment 13.  Given your history of losses
it
does not appear appropriate to report a deferred tax asset.
Either
appropriately revise the Form 10-QSB or advise us as to why you
believe the presentation conforms to GAAP.

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 19

Results of Operations, page 19

Gross Margin, pages 20 and 21

7. Please refer to prior comment 19.  Please amend the 10-QSB to
include disclosure similar to that included in your response.

Liquidity and Capital Resources, page 22

8. We see that the Accurel note totaling $1,650,000 is due on July
9,
2005.  We also see your increasing cash burn rate and limited
available cash.  Make specific disclosure about how you plan on
funding that payment.
Item 3.  Controls and Procedures, page 27

9. Revise to provide the disclosure about changes in internal
controls as required by Item 308(c) to Regulation S-B and Item 3
to
Part I of Form 10-QSB.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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
Exchange Act of 1934 and that they have provided all information
investors require for an informed 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3605 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 551-3676.

							Sincerely,

							Gary Todd
							Reviewing Accountant

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Ms. Diane J. Ryan
Implant Sciences Corporation
June 23, 2005
Page 4

Ms. Diane J. Ryan
Implant Sciences Corporation
June 23, 2005
Page 2

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