SecProbe.io

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May 12, 2005

Mail Stop 0306

Mr. Leslie H. Cross, President and Chief Executive Officer
DJ Orthopedics, Inc.
2985 Scott Street
Vista California 92081

Via U S Mail and FAX [(760) 734-3536 ]

Re:	DJ Orthopedics, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	Forms 10-Q for the 2004
	File No. 1-16757

Dear Mr. Cross:

      We have reviewed your filing and have the following
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
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.

Mr. Leslie H. Cross
DJ Orthopedics, Inc.
May 12, 2005
Page 2

Form 10-K for fiscal 12/31/04

Report of Independent Registered Public Accounting Firm - Page 50

1. We see your audit report does not comply with paragraph 3 of
PCAOB
Auditing Standard No. 1.  Please revise the audit report to comply
with this requirement.

Note 3. Acquisitions - Page 62

2. Supplementally and in future filings provide more details of
the
specific identifiable intangible assets acquired, including the
nature of the existing and patented technology, customer
relationships, customer contract, etc. In addition, provide
details
of how these assets were initially valued and how you review these
assets periodically for possible impairment. Details should also
be
provided of the factors that contributed to a purchase price that
resulted in the recognition of a significant amount of goodwill.
Refer to paragraph 51b. of SFAS 141.

*  *  *  *  *  *  *

	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 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.  Please file your response letter on EDGAR under
the
label "CORRESP".  When sending supplemental information regarding
this filing, please include the following ZIP+4 code in our
address:
20549-0306.

Mr. Leslie H. Cross
DJ Orthopedics, Inc.
May 12, 2005
Page 3

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

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

      You may contact Jeanne Bennett at (202) 551-3606, if you
have
questions regarding our comments.  In her absence you may contact
me
at (202) 551-3676.

      Sincerely,

      							Brian R. Cascio
      							Accounting Branch Chief
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