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                                                                June
24, 2005

VIA FACSIMILE AND EDGAR

United
States Securities and Exchange Commission

Washington,
D.C. 20549

Attn:       Jay Mumford

                Division of Corporation Finance

                Re:          Implant Sciences
Corporation

                                Registration
Statement on Form S-3

                                File No. 333-124058

Ladies
and Gentlemen:

                On behalf of Implant Sciences
Corporation (the “Company”), this letter is being filed in response to
the Staff’s comments to the Registration Statement on Form S-3 (the “Registration
Statement”) filed April 13, 2005.
The Staff’s comments are set forth in a letter from Peggy Fisher,
Assistant Director, addressed to Dr. Anthony Armini, President and CEO of the
Company, dated April 26, 2005.

                In this letter, we have recited
the comments from the Staff in bold and have followed each comment with the
Company’s response.

Registration Statement on Form
S-3

General

1.  We note that you are seeking to register for
resale 588,234 shares of common stock issuable upon the exercise of certain “additional
investment rights” granted to the selling stockholders.  The investors are not able to purchase these
shares until September 4, 2005.  It does
not appear to be appropriate to register those shares underlying the “additional
investment rights” at this time since the selling stockholders are not
currently irrevocably bound to purchase such shares.  Please revise accordingly.  Refer to Item 3S(b) of the Securities Act
section of the March 1999 supplement to the Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations.

We have complied with the
Staff’s request and have removed the additional investment rights from the
registration process.  We have conformed
sections throughout the Registration Statement to reflect this removal.  We believe, however, that there are differing
interpretations of Item 3S(b) referenced above.

Upon the exercisability of
the additional investment rights, we intend to file a new registration
statement to register those 588,234 shares.

2.  We note footnote (1) of the fee table.  Please note that you may only register an
indeterminate number of additional securities that may become issuable pursuant
to stock splits, stock dividends or similar transactions contemplated by Rule
416 of the Securities Act; Rule 416 does not permit you to register an
indeterminate number of additional shares that may be issued upon changes in
the exercise price of the warrants.
Please revise this footnote to track the language of Rule 416 and
supplementally confirm our understanding that in the event such adjustment
requires you to issue more shares than you are registering on this registration
statement, you will file a new registration statement to register those
additional shares.

We have modified the
footnote as requested and we supplementally confirm your understanding that in
the event an adjustment in the exercise price of our warrants requires us to
issue more shares than we are registering on the Registration Statement, we
will file a new registration statement to register those additional shares.

If
you have any questions, please contact the undersigned at 212-370-1300.

  Very
  truly yours,

  /s/
  David Selengut, Esq.

  David
  Selengut, Esq.

Cc:          Dr. Anthony Armini

                Diane Ryan

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