SecProbe.io

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								May 31, 2005

Denis A. O`Connor
President and Chief Executive Officer
OmniCorder Technologies, Inc.
125 Wilbur Place, Suite 120
Bohemia, New York 11716

Re:	OmniCorder Technologies, Inc.
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed May 13, 2005
      Amendment No. 2 to Registration Statement on Form SB-2
      Filed May 16, 2005
		File No. 333-122328

Dear Mr. O`Connor:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please expand your response to comment 1 to:

* Tell us when the private placement holders were given the
permission to participate in an under-subscribed rights offering
as
mentioned in the first sentence of the third paragraph of your
response.  Also tell us what document grants that permission, and
cite with specificity the applicable section of that document.
* Provide us a copy of the December 6, 2004 private placement term
sheet that mentions a rights offering as noted in Section 5(b) of
the
Certificate of Designation, Preferences, and Rights of Series A
Convertible Preferred Stock.

It remains unclear when you began the rights offering.

2. Your prospectus cover page discloses that each shareholder will
receive one right for every 7.53 shares of common stock held.
However, your response to comment 1 says that the private
placement
investors who hold common stock are not permitted to participate
in
the rights offering unless the offering is undersubscribed.
Please
reconcile these statements.

3. Please expand your response to comment 2 to clarify when the
board
began discussing the rights offering and when it determined the
conduct the offering.  Provide us copies of any meeting minutes
evidencing these discussions.

Questions and Answers about OmniCorder Technology`s Subscription
Rights Offering, page 5

4. We note your response to comment 11.  Please explain why any
rights that affiliates may sell in a transaction not involving a
public offering would not be considered "restricted securities"
within the meaning of Rule 144(a)(3), and therefore subject to the
resale restrictions of Rule 144, even if the affiliates obtained
the
securities in a public offering.

What happens if I choose not to exercise my subscription rights?,
page 6

5. Reconcile your response to comment 14 (which indicates that the
over subscription will be allocated on a pro rata basis in
proportion
to the total number of shares purchased by the over-subscribing
shareholders through exercise of the basic subscription rights)
with
your response to comment 16 and the disclosure on page 78 (which
indicates that the over subscription will be allocated pro rata
based
on the number of shares of common stock held).

What is the board of directors` recommendation...?, page 9

6. We note your revisions in response to comment 17. Please revise
your summary to include the requested disclosure.

May stockholders in all states participate?, page 9

7. Given your response to comment 18, it is unclear why this
question
and answer caption is necessary.  Please advise or revise.
Likewise,
the need for the reference to state restrictions on page 85 is
unclear.

If the rights offering is not completed, will my subscription
payment...?, page 10

8. We note your response to comment 20.  Please revise the
disclosure
on page 83 to clarify the instances in which the return of
overpayments is estimated to take up to 10 days.  Also revise page
78
regarding the timing of the return of any subscription payments as
"as soon as practicable" to clarify whether the return will be
"prompt."

Series B Preferred Stock, page 72

9. Clarify the preferences of the Series B relative to the Series
A
preferred stock.  For example, which has priority in a
liquidation?

Over-Subscription Right, page 78

10. With a view toward disclosure, tell us what state securities
laws
restrict the number of shares available for over-subscription
requests or would require you to delay the allocation and
distribution of the over-subscription shares.  Also tell us about
the
potential length of the delay.

11. Please clarify (1) when the private placement investors will
receive their rights and (2) by when the must exercise their
rights.

Material Income Tax Consequences, page 86

12. We note your response to comment 29.  Please similarly revise
the
summary on page 10. Likewise, in the risk factor on page 16, you
should refer to what the tax consequences "are" rather than
"should
be" unless you provide the disclosure regarding uncertainties
mentioned in previous comment 29.

13. Please expand your response to comment 30 to analyze whether a
tax opinion is material.

14. We note your response to comment 31.  Your disclosure on page
86
indicates that in certain circumstances upon the grant of the
subscription rights, stockholders` tax basis in their common stock
will be allocated between their common stock and the subscription
rights in proportion to their relative fair market values on the
dates the rights are issued.  However, it remains unclear how
investors are to determine the fair market value of their
subscription rights.  Please revise your disclosure to clarify.

Exhibits

15. Please file the Subscription Rights Certificate that
represents
the rights offering currently described in your registration
statement and the other documents mentioned in Section 2.1 of
Exhibit
99.1.

16. We may have additional comments after you file exhibit 3.4.

17. Please file the power of attorney granting Mr. Wagner to sign
amendment 2 on behalf of Mr. Fauci.

Exhibit 5.1

18. We note your response to comment 35; however, counsel`s
opinion
remains qualified as to resolutions adopted by the board of
directors.  Therefore, we reissue the comment.

19. Please tell us why the number of shares in clause (iii) of the
first paragraph does not match the number of shares on the facing
page of your registration statement.  You must file an opinion
that
includes all shares registered.

* * * * *

      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 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.

      Please contact Mary Beth Breslin at (202) 551-3625 or me at
(202) 551-3617 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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Denis A. O'Connor
OmniCorder Technologies, Inc.
May 31, 2005
Page 5

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