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LPATH, INC.

6335 Ferris Square, Suite A

San Diego, CA  92121

December 16, 2005

Mr. Raj Rajan

Staff Accountant

Securities Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

  Re:

  Form 8-K
  filed 12/06/05

  File No.
  000-50344

  For
  Lpath, Inc. (the “Company”)

Dear Mr. Rajan:

We have
reviewed the comments that were contained in your letter to us dated December
9, 2005 regarding the Company’s Form 8-K filed December 6, 2005.  Please find herein below the Company’s
responses to the questions set forth in your letter.

For your
convenience, we have incorporated into this response letter your original
requests and the Company’s responses in italics, as follows:

1.             We note your
disclosure regarding going concern paragraph included in the audit report for
the years ended December 31, 2003 and 2002.
However, we note that audit reported February 24, 2005 for the year
ended December 31, 2004 included in your Form 10-KSB filed March 1, 2005
contained a paragraph discussing going concern.
Accordingly, please revise to indicate that accountant’s report on the
financial statements for the year ended December 31, 2004 and 2003 contained
disclosure of uncertainty regarding the ability to continue as a going concern
in accordance with Item 304(a)(1)(ii) of Regulation S-B.  Please revise.

We note the
Staff’s comment above and will revise the disclosure contained in Section
(a)(ii) of Item 4.01 of the Form 8-K filed on December 6, 2005, as follows
(changes shown in blacklined form):

“The audit
reports of Beckstead on the financial statements of the Registrant as of
December 31, 2003 and 2002 and as of December 31, 2004 and 2003 for the two year period ended
December 31, 2003  and for the period

from
September 18, 2002 (date of inception) through December 31, 20043
did not contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles,
except that it
they  was  were
modified  qualified
as to the Registrant’s ability to continue as a going concern and contained a
separate paragraph stating that ‘As discussed in Note 2 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations.  This raises substantial doubt about its
ability to continue as a going concern.  Management’s plan in regard to
these matters are also described in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty’.”

2.             To the extent that
you amend the Form 8-K to comply with our comments, please obtain and file an
updated Exhibit 16 letter from the former accountants stating whether the
accountant agrees with your Item 304 disclosures, or the extent to which the
accountant does not agree.

We note the
Staff’s comment above and will obtain an updated Exhibit 16 letter from the
Company’s former accountants.  Once this
updated Exhibit 16 letter is obtained, it will be filed as appropriately as
part of a Form 8-K/A.

In connection
with responding to your comments, the Company acknowledges the following:

•      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.

Please contact the undersigned
or with any questions or comments on the above.

  Sincerely,

  /s/ Scott
  Pancoast

  Scott
  Pancoast

  President
  and

  Chief
  Executive Officer