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CORRESP
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[Crdentia Letterhead]

October 18, 2005

Via Edgarlink and Facsimile

Securities and Exchange
Commission

Division of Corporation
Finance

Mail Stop 4561

450 Fifth Street, N.W.

Washington, D.C. 20549

  Attention:

  Ms. Karen
  J. Garnett, Assistant Director

  Mr. Geoffrey
  Ossias, Staff Attorney

  Re:

  Crdentia Corp.

  Schedule 14A

  File No. 0-31152

  October 6, 2005

Dear Ms. Garnett and Mr. Ossias:

On
behalf of Crdentia Corp. (the “Company”),
attached please find revised portions of the Company’s Definitive Proxy
Statement on Schedule 14A (the “Definitive Proxy Statement”),
further amending the Company’s Preliminary Proxy Statement on Schedule 14A,
originally filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2005 (the “Preliminary Proxy Statement”).

The relevant
portions of the Definitive Proxy Statement are being provided in response to
comments received from the staff of the Securities and Exchange Commission (the
“Staff”) by letter dated October 17,
2005 (the “Staff Letter”) with respect to the Preliminary
Proxy Statement.  The numbering of the
paragraphs below corresponds to the numbering of the Staff Letter, the text of
which we have incorporated into this response letter for your convenience.

Staff Comments and Company Responses:

Proposal No. 1

Payment for Fractional Shares, page 8

1.                                      Please
explain how the “fair market value” of your shares will be determined.  To the extent you do not intend to rely
exclusively on market price, please explain why.

The Company has amended
its disclosure on page 8 of the Definitive Proxy Statement to clarify
that, for the purposes of determining the amount of cash to be distributed to
holders of fractional shares, the fair market value of the Company’s common
stock shall be the closing price of the common stock as reported on the
Over-the-Counter Bulletin Board on the effective date of the reverse stock
split.

Proposal No. 4, page 31

Implications of the Amendment, page 32

2.                                      We
note that you have proposed amending Mr. Durham’s employment agreement so
that he will receive a bonus in connection with any sale of the company.  Please explain why Mr. Durham’s
employment agreement is being amended in this manner and please disclose
whether you are currently negotiating for the sale of your company.

The Company has
amended its disclosure on page 31 of the Definitive Proxy Statement to
clarify that neither Company management nor the Board of Directors is currently
engaged in discussions with any third parties for the acquisition or sale of
the Company.  The Company has further
amended its disclosure to clarify, however, that Company management and the
Board of Directors would seriously consider and evaluate any offer for the sale
or acquisition of the Company that they felt was in the best interests of the
Company and its stockholders.  In this
regard, the Board of Directors believes that the proposed amendment provides
proper incentives to Mr. Durham to negotiate the highest possible sales
price for the Company, thereby ultimately providing greater value for the
Company’s stockholders.

2

Section 16(a) Beneficial Ownership
Reporting Compliance, page 33

3.                                      Please
revise this section to make it more readable.

The Company has
organized its disclosure on page 33 in a tabular format in an effort to
make the information more readable.

The Company
respectfully requests the Staff’s assistance in completing its review of the revised
portions of the Definitive Proxy Statement as soon as possible.  The Company advises the Staff that its 2005
Annual Meeting of Stockholders is scheduled for November 8, 2005, which
therefore requires the Company to distribute the Definitive Proxy Statement to
its stockholders as soon as reasonably practicable.

In delivering such
request, the Company acknowledges and agrees that:

•                                          the
Company is responsible for the adequacy and accuracy of the disclosure in the
Definitive Proxy Statement;

•                                          Staff
comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

•                                          the
Company may not assert Staff comments and the declaration of effectiveness as
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please advise us
if we can provide any further information or assistance to facilitate your
review.  Please direct any further
comments or questions regarding the Definitive Proxy Statement or this response
letter to Kris Hanson of Morrison & Foerster LLP at (858) 720-5147.

  Sincerely,

  /s/ James J. TerBeest

  James J. TerBeest

  Chief Financial Officer

  cc:

  James D. Durham

  Steven G. Rowles, Esq.

  Kristopher L.
  Hanson, Esq.

3

odd lots are generally higher than the costs of transactions of more
than 100 shares of common stock. In addition, certain listing standards of
exchanges or markets like those operated by Nasdaq or the American Stock
Exchange may require that we have a certain minimum number of holders of whole
lots.

Our common stock is currently registered under Section
12(g) of the Securities Exchange Act of 1934, as amended, and we are subject to
the periodic reporting and other requirements of the Exchange Act. The proposed
reverse stock split will not affect the registration of the common stock under
the Exchange Act. If the proposed reverse stock split is implemented (and
depending on whether we choose thereafter to list our common stock on another market
or exchange), our common stock will continue to be reported on the OTC Bulletin
Board under the symbol “CRDE.”

The proposed reverse stock split will not affect the
par value of our common stock. As a result, on the effective date of the
reverse stock split, the stated capital on our balance sheet attributable to
the common stock will be reduced in proportion to the exchange ratio selected
by the Board of Directors in the manner described above, and the additional
paid-in capital account shall be credited with the amount by which the stated
capital is reduced. The per share net income or loss and net book value of our
common stock will be increased because there will be fewer shares of our common
stock outstanding.

Effective Date

The proposed reverse stock split would become
effective as of 5:00 p.m., Eastern Time on the date of filing of a Certificate
of Amendment to our Amended and Restated Certificate of Incorporation with the
office of the Secretary of State of the State of Delaware. Except as explained
below with respect to fractional shares, on the effective date, shares of
common stock issued and outstanding immediately prior thereto will be combined
and converted, automatically and without any action on the part of the
stockholders, into new shares of common stock in accordance with reverse stock
split ratio determined by the Board of Directors within the limits set forth in
this proposal.

Payment for Fractional Shares

No fractional shares of common stock will be issued as
a result of the proposed reverse stock split. Instead, stockholders who
otherwise would be entitled to receive fractional shares, upon surrender to the
exchange agent of such certificates representing such fractional shares, will
be entitled to receive cash in an amount equal to the product obtained by
multiplying (i) the fair market value of our common stock as determined by our
Board of Directors on the effective date by (ii) the number of shares of our
common stock held by such stockholder that would otherwise have been exchanged
for such fractional share interest. For purposes of determining the amount of
cash to be distributed to holders of fractional shares, the fair market value
of our common stock shall be the closing price as reported on the OTC Bulletin
Board on the effective date.

Exchange of Stock Certificates

As soon as practicable after the effective date,
stockholders will be notified that the reverse split has been effected. Our
transfer agent will act as exchange agent for purposes of implementing the
exchange of stock certificates. We refer to such person as the “exchange
agent.” Holders of pre-reverse split shares will be asked to surrender to the
exchange agent certificates representing pre-reverse split shares in exchange
for certificates representing post-reverse split shares in accordance with the
procedures to be set forth in a letter of transmittal to be sent by us. No new
certificates will be issued to a stockholder until such stockholder has
surrendered such stockholder’s outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Stockholders should not destroy any stock certificate and should not submit any
certificates until requested to do so.

Accounting Consequences

The par value per share of our common stock would
remain unchanged at $0.0001 per share after the reverse stock split. As a
result, on the effective date of the reverse split, the stated capital on our
balance sheet attributable to the common stock will be reduced proportionally,
based on the exchange ratio of the reverse stock split, from its present
amount, and the additional paid-in capital account shall be credited with the
amount by which the stated capital is reduced. The per share common stock net
income or loss and net book value will be increased

8

PROPOSAL NO. 4

AMENDMENT
TO EMPLOYMENT AGREEMENT WITH JAMES D. DURHAM

General

The Board of Directors has approved a proposal to
amend the employment agreement with our Chairman and Chief Executive Officer,
James D. Durham, which was originally entered into on August 14, 2002, and
amended on January 1, 2004 (collectively, the “Employment Agreement”), to
provide for a bonus to be paid upon a sale of the Company.  The Board of Directors has recommended that
this proposal be presented to our stockholders for approval.  The amendment is not currently effective,
however, as both the amendment to the Employment Agreement and the Board of
Directors’ approval of the amendment are contingent on stockholder approval.

You are now being asked to approve the amendment to
the Employment Agreement, a copy of which is attached to this Proxy Statement
as Appendix C (the “Amendment”).
Stockholder approval of the Amendment is not required by the Company’s
Bylaws or otherwise.  However, the Board
of Directors is submitting the Amendment to the stockholders for approval as a
matter of good corporate governance.  If
the stockholders do not give their approval, we will not enter into the Amendment.  Neither management nor the Board of Directors
is currently engaged in discussions with any third parties for the acquisition
or sale of the Company.  However, in fulfilling their fiduciary
obligations, management and the Board of Directors would seriously consider and
evaluate any acquisition or sale offer that they felt was in the best interests
of the Company and its stockholders.  In the event that the Company were
presented with such a proposal, the Board of Directors believes that the
Amendment will
provide proper incentives to Mr. Durham to negotiate the highest possible
sales price for the Company, thereby ultimately providing greater value for our
stockholders. As a result, the Board of Directors believes that the Amendment
is in the best interests of the Company and its stockholders.

Summary of Employment Agreement

Pursuant to the Employment Agreement, a copy of which
is attached to this Proxy Statement as Appendix B, have agreed to pay Mr. Durham a base salary $320,000 for
the 2004 calendar year, subject to adjustment each calendar year thereafter by
the Board of Directors.  In the event
that Mr. Durham becomes subject to an “Involuntary Termination,” we have agreed
to pay severance to Mr. Durham in one lump sum within thirty (30) days of the
date of such Involuntary Termination in an aggregate amount equal to two times
his then-current rate of base salary.  In
addition, for a period of twenty-four months, Mr. Durham would also be provided
with life, health and disability plan benefits.

As used in the Employment Agreement, the term
“Involuntary Termination” means the termination of Mr. Durham’s employment with
us involuntarily upon his discharge, dismissal or our failure to renew the
Employment Agreement.  In addition, the
term “Involuntary Termination” also means his termination, voluntarily or
involuntarily, provided such termination occurs in connection with (i) a change
in his position with us or any successor which materially reduces his level of
responsibility or changes his title from Chairman and Chief Executive Officer,
(ii) a reduction in his level of compensation, (iii) a relocation of his
principal place of employment by more than forty-five (45) miles without his
written consent, (iv) our failure to qualify for trading on the OTC Bulletin
Board within ninety (90) days of the date of the Employment Agreement or to
continuously be listed for trading on the OTC Bulletin Board or another
national securities exchange at all times thereafter, or (v) the commencement
of any action, arbitration, audit, hearing, investigation, litigation or suit
conducted or heard by or before, or otherwise involving, the SEC, the National
Association of Securities Dealers or any other federal or state governmental
body which has a material adverse effect on the price at which our securities
trade and is not principally attributable to his actions or omissions.

Under the Employment Agreement, if Mr. Durham receives
the benefit of any payment or distribution of any type from the Company, any of
its affiliates, any person who acquires ownership or effective control of the
Company or ownership of a substantial portion of the Company’s assets (within
the meaning of Section 280G of the Code and the regulations thereunder) or any
affiliate of such person, pursuant to the terms of the Employment Agreement or
otherwise (the “Total Payments”), that is subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties with respect to such
excise tax (collectively, the “Excise Tax”), then Mr. Durham will be entitled
to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by Mr. Durham of all taxes imposed upon the Gross-Up Payment,
including any Excise Tax, Mr. Durham will retain an amount of the Gross-Up Payment
equal to the Excise Tax imposed on the Total Payments.

Summary of Proposed Amendment to
Employment Agreement

The text of the proposed Amendment to the Employment
Agreement with Mr. Durham is attached to this Proxy Statement as Appendix B.  Under the Amendment, in the event that,
during the term of the Employment Agreement, the Company closes a sale
transaction which constitutes a “Change in Control” thereunder (such

31

SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of
the Securities Exchange Act of 1934 requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities,
to file reports of ownership and changes in ownership with the SEC.  Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports
they file.

Based solely upon the copies of Section 16(a) reports
which we received from such persons or written representations from them
regarding their transactions in our common stock, we believe that, during the
period from January 1, 2004 through December 31, 2004, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were met in a timely manner, with