SecProbe.io

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					February 17, 2005

Mail Stop 03-06

Michael A. Davis, M.D., D.SC.
Chairman of Executive Committee of the Board of Directors
OmniCorder Technologies, Inc.
125 Wilbur Place, Suite 120
Bohemia, New York 11716

Re:	OmniCorder Technologies, Inc.
      Registration Statement on Form SB-2
      Filed January 27, 2005
		File No. 333-122328

Dear Dr. Davis:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate 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 filing.
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.
1. Tell us whether your December 2004 private offering involved
any
entitlement to participate in a rights offering or the under-
subscription to a rights offering.  If so, it appears that you
started the rights offering to the private placement participants
in
December.  Tell us how it would be consistent with Section 5 of
the
Securities Act to complete that private rights offering via a
registered offering.
2. Your disclosure indicates that the public rights offering and
the
private placement conducted in December 2004 were together a
"total
financing," and that the rights offering was "immediately"
implemented following the December financing.  Please
supplementally
provide us with your analysis as to why the public rights offering
and the private offering in December 2004 should not be considered
a
single transaction for purposes of Section 5 of the Securities
Act.
3. We note that you conducted a conference call on January 28,
2005,
one day after you filed your registration statement where, among
other things, you discussed your projections for commercialization
of
your products within the next 12 - 18 months.  Please
supplementally
provide us with a transcript of the conference call.  If the call
did
include a discussion of your projections, please supplementally
provide an analysis as to how the call was consistent with Section
5
of the Securities Act.  Refer to Securities Act Release No. 5180
(August 16, 1971).
Fee Table
4. Because the subscription rights you are distributing involve an
offering of convertible preferred stock, please revise the fee
table
to register the Series A convertible preferred stock in addition
to
the underlying common shares.
5. Please revise footnote 1 to reflect the language of rule
416(a).
6. Refer to footnote (3).  Given that you are registering shares
that
underlie convertible securities, it appears that you should
calculate
the registration fee based on Rule 457(i) rather than Rule 457(c).
Please revise or advise.
7. Show us how you calculated the number of common shares that
underlie the rights.

Cover Page
8. Revise here and throughout your document to state more
precisely
the ratio of subscription rights to be distributed per number of
common shares held.
9. Disclose that your preferred stock can automatically convert to
common stock.
10. Refer to your disclosure of the "conversion price" of the
preferred stock.  Please clarify whether preferred shareholders
must
pay additional consideration to convert the preferred shares into
common shares.

Questions and Answers about OmniCorder Technology`s Subscription
Rights
Offering - Page 6
11. With a view toward disclosure, tell us whether affiliates may
participate in the rights offering.  Tell us whether you believe
affiliates` rights and underlying securities would be subject to
the
resale restrictions of Rule 144.  Also tell us whether you believe
that the recipients of rights transferred from affiliates would be
receiving restricted securities.

How long will the subscription rights offering last? - Page 6
12. We note that you may extend the expiration time of the rights
offering in your discretion.  Please revise to indicate the latest
date to which the offering may be extended.
13. Please revise to indicate whether subscribers will be able to
revoke their exercise in the event you extend the rights offering.

What happens if I choose not to exercise my subscription rights? -
Page 7
14. The first sentence of this section states that unexercised
subscription rights will be distributed to other security holders.
However, it appears that you will have distributed all registered
subscription rights immediately upon the record date, so it is
unclear how you will have additional registered rights to
distribute
to other security holders upon the expiration of the rights
offering.
Please advise.
15. It appears that those to whom you will subsequently offer
rights
based on the unexercised initial rights will be participating in a
different offering than the transaction you have currently
registered.  Investors in that second offering will be making
investment decisions at a different time and under different
circumstances than the recipients of the initial rights.  At the
time
of that subsequent offering, you will need to provide more current
material information, like the results of the initial rights
offering.  Please tell us:
* Why you believe it is appropriate to register that second
offering
in this registration statement;
* Why you have not identified a second offering in the fee table;
and
* What subsection of Rule 415 permits you to register a delayed
offering of rights.
16. Clarify whether the purchasers in your December private
placement
will receive any rights if over subscriptions from current common
stockholders would result in the purchase of all of your offered
preferred stock.  If so, indicate how you will allocate remaining
preferred shares between those who over subscribed and those who
purchased in your December 2004 private placement.

What is the board of directors` recommendation - Page 10
17. Clarify the extent of affiliates` participation in the
December
offering.

May stockholders in all states participate - Page 10
18. Clarify the states in which the offering may not occur and the
percentage of your securities affected.  Also, clarify the extent
of
your shares held subject to the restrictions in the last paragraph
on
page 75 and the "regulatory limitation" on page 76.

What are the U.S. Federal Income Tax Consequences - Page 10
19. Expand this section to indicate briefly the tax treatment upon
the sale, exchange or other disposition of subscription rights or
Series A convertible stock acquired upon the exercise of
subscription
rights.

If the rights offering is not completed - Page 10
20. Tell us the authority on which you rely for concluding that
the
10-day period is consistent with the "prompt" return required by
Rule
15c2-4.
21. Clarify whether you will hold funds until all subscribers`
payments have cleared.  Instead, do you mean that you will return
funds to each subscriber promptly after that individual`s funds
have
cleared?

Risks Relating to the Rights Offering - Page 15

You may not revoke your subscription rights exercise - Page 15
22. Revise this risk factor to discuss the additional risk to
subscribers resulting from the fact that you may decide to extend
the
exercise period.

Series A Convertible Preferred Stock - Page 63
23. Refer to the 20-day period which will result in mandatory
conversion.  Clarify the effect of trading days in which no shares
are sold. Also clarify the effect of such an event on the re-
pricing
element of the "anti-dilution provisions."

Restrictions on Transfer - Page 65
24. With a view toward clarified disclosure, tell us which
securities
received in this offering by non-affiliates may not be transferred
absent registration.

The Subscription Rights Offering - Page 70

General - Page 70
25. Please explain, both here and in the summary, how you
determined
the ratio of one subscription right to be distributed per
approximately eight shares of common stock.

Unexercised Subscription Rights - Page 70
26. Please expand your disclosure to explain more fully the
operation
of the over-subscription rights.  For instance, indicate:
* Whether over-subscribers will be able to revoke the exercise of
over-subscription rights;
* When over-subscribers will be required to pay for their exercise
of
over-subscribed rights;
* When over-subscribers will learn the number of preferred shares
they have been allocated; and
* Whether they will be entitled to interest on excess payments for
any over-subscription allocation.
27. Please identify the third parties to whom you may offer
subscription rights in the event the rights are under-subscribed.
Also indicate the circumstances in which you would choose to offer
the rights to third parties.

Issuance of Series A - Page 76
28. Please clarify why you are issuing common stock upon the
termination of the offering period.  On page 75, you imply that no
securities will be issued upon the termination of the offering
period.  Also, it appears that the rights are exercisable for
preferred stock.

Material Income Tax Consequences - Page 77
29. Here and in your summary, revise to state unequivocally the
tax
consequences, not simply what the tax consequences "generally"
will
be, or what you intend them to be.  If you cannot state what the
tax
consequences are:
* Disclose the reasons for and degree of uncertainty;
* Describe the potential tax consequences if your expectations
prove
to be incorrect; and
* Include appropriate risk factors.
30. We note your disclosure that you will not obtain an opinion
from
legal counsel concerning the tax consequences of the subscription
rights offering.  Please provide a tax opinion or explain why an
opinion is not required.  Refer to Item 601(b)(8) of Regulation S-
B.
31. Please clarify how investors are to determine the fair market
value of their subscription rights.

Plan of Distribution - Page 79
32. We note your disclosure that some of your employees may
"solicit
responses" from shareholders in connection with the offering.
Please
revise to identify these persons in the prospectus.  Also tell us
whether these persons will register as broker-dealers pursuant to
Section 15 of the Exchange Act or supplementally provide us with a
detailed analysis of why they are exempt from registration.

Second Prospectus - Page SS-1
33. Please expand this document to include all information
required
in a prospectus filed in a Form SB-2.  Also, ensure that material
information in the second prospectus is not obscured by
information
that is material only to the rights offering.

Exhibit 5.1
34. Please note that counsel must also opine that the subscription
rights are binding obligations of OmniCorder Technologies under
the
state contract law that governs the rights.
35. We note that counsel`s opinion is qualified by reference to
both
the description in the registration statement and the resolutions
of
the Board.  With a view toward disclosure and a clarified option,
please tell us what elements of the Board resolutions are not
included in the prospectus.  If none, please tell us why both
qualifications are necessary.
36. Please provide the exhibit and consent required by Rule 436
regarding the reference to your counsel`s opinion on page 46.

* * * * *
      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 filings reviewed by the staff to
be
certain 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 824-5697 with any other questions.

Sincerely,

							Russell Mancuso
      Branch Chief

cc (via fax):	Spencer G. Feldman, Esq.
		Richard Rosier, Esq.
		Greenberg Traurig, LLP

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OmniCorder Technologies, Inc.
February 17, 2005
Page 7

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