SecProbe.io

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 June 8, 2026

Eric Hines
Chief Executive Officer
Milestone Scientific Inc.
425 Eagle Rock Avenue, Suite 403
Roseland, NJ 07068

 Re: Milestone Scientific Inc.
 Registration Statement on Form S-3
 Filed June 02, 2026
 File No. 333-296423
Dear Eric Hines:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Lawrence Bell, Esq.
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 425
Eagle Rock Avenue, Suite 403

 Roseland,
New Jersey 07068

 973.535.2717

 June
8, 2026

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Mr. Nicholas O'Leary

 Re: Milestone Scientific Inc.

 Registration
 Statement on Form S-3

 File No. 333-296423

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Milestone Scientific Inc. (the "Company")
hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 (the "Registration
Statement") be accelerated so that it becomes effective at 9:00 a.m., Eastern Time, on June 9, 2026, or as soon thereafter as practicable.
The Company is requesting acceleration in order to satisfy its obligations under certain registration rights agreements entered into
in connection with a private placement transaction.

 The
Company hereby acknowledges that:

 ●
should the Securities and Exchange Commission (the "Commission") or the staff of the Division of Corporation Finance (the
"Staff"), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;

 ●
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
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.

 The
Company respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to the undersigned
at 513-720-2453, with a copy to Lawrence Bell at 212-574-0392/Lbell@tarterkrinsky.com.

 Very
 truly yours,

 Milestone
 Scientific Inc.

 By: /s/
 Eric Hines

 Name: Eric
 Hines

 Title: President
 & CEO

 cc:
Lawrence Bell

 Tarter
Krinsky & Drogin LLP

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Milestone Scientific Inc.

425 Eagle Rock Ave, Suite 403

Roseland, New Jersey 07068

October 26, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Ben Richie, Esq

			Re:

			Milestone Scientific Inc.

			Registration Statement on Form S-3, File No. 333- 275088

			REQUEST FOR ACCELERATION OF EFFECTIVENESS

			Requested Date: October 30, 2023

			Requested Time: 4:30 pm, Eastern Time

Ladies and Gentlemen:

Milestone Scientific Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-275088) be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared and become effective at 4:30 p.m. Eastern time on October 30, 2023, or as soon thereafter as possible, or at such later time as the Company may orally request via telephone call to the staff of the Commission (the “Staff”). The Company hereby authorizes Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe, LLP, counsel to the Company, to make such request on its behalf.

Please contact our counsel, Andrew D. Hudders or Lawrence Bell of Golenbock Eiseman Assor Bell & Peskoe LLP, on (212) 907-7349 or (212) 907-7370, respectively, with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Hudders or Mr. Bell by telephone when this request for acceleration has been granted.

			Sincerely yours,

			/S/ Arjan Haverhals

			Arjan Haverhals

			Chief Executive Officer

United States securities and exchange commission logo
October 26, 2023
Arjan Haverhals
Chief Executive Officer
Milestone Scientific Inc.
425 Eagle Rock Ave, Suite 403
Roseland, New Jersey 07068
Re:Milestone Scientific Inc.
Registration Statement on Form S-3
Filed October 19, 2023
File No. 333-275088
Dear Arjan Haverhals:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Lawrence M. Bell

United States securities and exchange commission logo
June 16, 2020
Joseph D’Agostino
Chief Financial Officer
Milestone Scientific Inc.
425 Eagle Rock Avenue, Suite 403
Roseland, NJ 07068
Re:Milestone Scientific Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No. 001-14053
Dear Mr. D’Agostino:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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			Milestone Scientific Inc.

			Office: (973) 535-2717

			Fax: (973) 535-2829

			425 Eagle Rock Ave., Ste. 403

			Roseland, New Jersey 07068

June 10, 2020

United States

SECURITY AND EXCHANGE COMMISSION

Division of Corporate Finance

Office of Life Science

Washington, D.C. 20549

 RE: Milestone Scientific Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2019

        Filed March 30, 2020

        File No. 001 – 14053

Dear Mr. Eric Atallah,

Milestone Scientific Inc., is in receipt of your Letter dated June 2, 2020 and are providing the following response to each of the four comments noted in the Letter. Milestone Scientific Inc. and its management understand that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Form 10-K for the Fiscal Year Ended December 31, 2019

NOTE C - Summary of Significant Accounting Policies

8. Inventories, page F-10

1. We note here and on page F-13 that you record inventory net of a valuation allowance for slow moving and defective inventory. Clarify for us whether you maintain an inventory valuation allowance through which subsequent recoveries are recorded, and explain how that is consistent with the guidance noted in SAB Topic 5.BB and ASC 330-10-35-14. Otherwise, revise future filings to clarify your disclosures referencing an inventory valuation allowance.

RESPONSE: The Company records a valuation allowance for slow moving, defective and obsolete inventory based on the lower of cost or market at the close of each reporting period which creates a new cost basis for the underlying inventory. The new cost basis is not subsequently marked up through a reduction in the valuation allowance based on any changes in underlying facts and circumstances. When a valuation allowance is initially recorded, the increase to the allowance is recognized as an increase in cost of sales. The valuation allowance is only reduced if or when the underlying inventory is sold, at which time cost of sales recognized would reflect the previously adjusted cost basis. This accounting is consistent with the guidance noted in SAB Topic 5.BB and ASC 330-10-35-14. In future filings, the description for inventory valuation and allowances will be enhanced to include this disclosure.

			Milestone Scientific Inc.

			Office: (973) 535-2717

			Fax: (973) 535-2829

			425 Eagle Rock Ave., Ste. 403

			Roseland, New Jersey 07068

Note F - Investments in and Transactions with Unconsolidated Subsidiaries Equity Method Disclosures, page F-14

2. We note the summarized financial information of Milestone China is unaudited. Please tell us your basis for including this information on an unaudited basis, including any authoritative literature upon which you are relying.

RESPONSE: The unaudited description for the Milestone China summarized financial information will be removed in future annual filings consistent with S-X Rule 8-03 and the guidance noted in Section 2420.9 of the SEC’s Financial Reporting Manual (FRM).

Note M - Segment and Geographic Data, page F-23

3. Please revise future filings to disclose the specific types of material amounts included in the Corporate caption and not allocated to the reportable segments' loss and assets for each period presented. Refer to ASC paragraphs 280-10-50-29(b) and (c).

RESPONSE: The Company will provide additional information in its future quarterly and annual filings to disclose the specific types of material amounts in the Corporate caption, which are not allocated to reportable segments’ loss and assets. Such disclosure will conform with ASC paragraphs 280-10-50-29(b) and (c).

4. For domestic sales, you combine US and Canada. Please revise future filings to separately disclose revenues from your country of domicile. Refer to ASC 280-10-50-41(a).

RESPONSE: In future filings, the Company will include only US sales in domestic sales, and sales in Canada will be included and presented within International sales.

I hope that the responses provided in this document will be deemed satisfactory. If you have any question(s), please do not hesitate to contact me.

Regards,

/s/ Joseph D’Agostino

Joseph D’Agostino

Chief Financial Officer

Milestone Scientific Inc.

Telephone; 973-535-2717

Email: jdagostino@milestonescientific.com

United States securities and exchange commission logo
June 2, 2020
Joseph D’Agostino
Chief Financial Officer
Milestone Scientific Inc.
425 Eagle Rock Avenue, Suite 403
Roseland, NJ 07068
Re:Milestone Scientific Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No. 001-14053
Dear Mr. D’Agostino:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
NOTE C - Summary of Significant Accounting Policies
8. Inventories, page F-10
1.We note here and on page F-13 that you record inventory net of a valuation allowance for
slow moving and defective inventory.  Clarify for us whether you maintain an inventory
valuation allowance through which subsequent recoveries are recorded, and explain how
that is consistent with the guidance noted in SAB Topic 5.BB and ASC 330-10-35-14.
Otherwise, revise future filings to clarify your disclosures referencing an inventory
valuation allowance.

 FirstName LastNameJoseph  D’Agostino
 Comapany NameMilestone Scientific Inc.
 June 2, 2020 Page 2
 FirstName LastName
Joseph  D’Agostino
Milestone Scientific Inc.
June 2, 2020
Page 2
Note F - Investments in and Transactions with Unconsolidated Subsidiaries
Equity Method Disclosures, page F-14
2.We note the summarized financial information of Milestone China is unaudited.  Please
tell us your basis for including this information on an unaudited basis, including any
authoritative literature upon which you are relying.
Note M - Segment and Geographic Data, page F-23
3.Please revise future filings to disclose the specific types of material amounts included in
the Corporate caption and not allocated to the reportable segments' loss and assets for each
period presented. Refer to ASC paragraphs 280-10-50-29(b) and (c).
4.For domestic sales, you combine US and Canada.  Please revise future filings to
separately disclose revenues from your country of domicile.  Refer to ASC 280-10-50-
41(a).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eric Atallah at (202) 551-3663 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Milestone Scientific Inc.

220 South Orange Avenue

Livingston, NJ 07039

May 13, 2019

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:     Milestone Scientific Inc.

Registration Statement on Form S-3

File No. 333-231178

Ladies and Gentlemen:

In connection with the above referenced Registration Statement on Form S-3 of Milestone Scientific Inc., the undersigned, a duly elected officer, hereby requests that the effectiveness of said Registration Statement be accelerated to 4:30 p.m. Eastern time on May 16, 2019, or as soon thereafter as practicable.

			Very truly yours,

			Milestone Scientific Inc.

			By:

			/s/ Joseph D’Agostino

			Name: Joseph D’Agostino

			Title: Chief Financial Officer

May 9, 2019
Joseph D’Agostino
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039
Re:Milestone Scientific Inc.
Registration Statement on Form S-3
Filed May 2, 2019
File No. 333-231178
Dear Mr. D’Agostino:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Atallah at 202-551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Martin S. Siegel

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CORRESP

 Milestone Scientific Inc.

220 South Orange Avenue

Livingston, New Jersey 07039

 (973)
535-2717

 May 2, 2016

Via Edgar

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: Mr. Tim Buchmiller

Re:
Milestone Scientific Inc. (the “Company”)

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-209466

 Dear Sir and Mesdames:

In connection with the proposed public offering of Company securities under the above referenced Registration Statement, the Company hereby requests, pursuant
to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that the Registration Statement become effective at 9:00 AM Eastern Daylight Time, on Wednesday, May 4, 2016 or as soon thereafter as
practicable.

 With respect to this request the Company acknowledges that:

•

Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; 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.

 Very truly yours,

 Milestone Scientific Inc.

 /s/ Leonard Osser

 Leonard Osser,

Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

         January 21, 2011   Joseph D’Agostino Chief Financial Officer Milestone Scientific Inc. 220 South Orange Avenue Livingston, NJ 07039
 Re: Milestone Scientific Inc.
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 10, 2010
File No. 001-14053

Dear Mr. D’Agostino:
  We have completed our review of your fili ngs and do not have any further comments at
this time.             S i n c e r e l y ,                    Jeffrey Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

December 22, 2010
Joseph D’Agostino Chief Financial Officer Milestone Scientific Inc. 220 South Orange Avenue Livingston, NJ 07039
 Re: Milestone Scientific Inc.
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 10, 2010
Definitive Proxy Statement filed April 14, 2010
File No. 001-14053

Dear Mr. D’Agostino:

We have reviewed your response letter December 10, 2010 and your subsequent filings
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Joseph D’Agostino
Milestone Scientific Inc. December 22, 2010 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 12.  Security Ownership of Certain Beneficial Owners…, page 29

 1. We note your response to prior comment 3.  Please  tell us with specificity what authority
you relied upon for your decision to omit Mr. Martin from the table.  With a view
towards disclosure, please tell us what Mr. Martin’s holdings were and whether there was
other information about Mr. Martin that was not included in your filing, such as
disclosure pursuant to Item 404 of Regulati on S-K.  Also, please explain in detail the
“opposite way transaction subjec t to Section 16(b)” you desc ribe in your response which
appears to have occurred  after his resignation.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3212 if you have questions regarding comments on th e financial statements and related matters.
Please contact Allicia Lam at (202) 551-3316 or Jay Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at (202) 551-3157 with any questions.

         S i n c e r e l y ,

         Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

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Correspondence

Milestone Scientific Inc.

220 South Orange Avenue

Livingston, New Jersey 07039

(973) 535-2717

December 29, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

    Attention:

    Mr. Kevin Kuhar

Staff Accountant

    Re:

    Milestone Scientific Inc. (the “Company”)

Form 10-K for the Fiscal Year ended December 31, 2009

Filed March 10, 2010 (the “Annual Report”)

Definitive Proxy Statement filed April 14, 2010

File No. 001-14053 (the “Proxy Statement”)

Dear Mr. Kuhar:

This letter is in response to the Staff’s supplemental comment letter dated December 22, 2010
regarding the Annual Report and the Proxy Statement. Our response is keyed to the comment in the
letter. For the convenience of the Staff’s review, we have set forth the comment contained in the
letter above each respective response.

Your comment:

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 12. Security Ownership of Certain Beneficial Owners — page 29

1. We note your response to prior comment 3. Please tell us what authority you relied upon for
your decision to omit Mr. Martin from the table. With a view towards disclosure, please tell us
what Mr. Martin’s holdings were and whether there was other information about Mr. Martin that was
not included in your filing, such as disclosure pursuant to Item 404 of Regulation S-K. Also,
please explain in detail the “opposite way transaction subject to Section 16(b)” you describe in
your response which appears to have occurred after his resignation.

Our response:

This shall confirm that there was no other information about Mr. Martin that was omitted from
the Annual Report and that we are not aware of any opposite way transaction, subject to Section
16(b), by Mr. Martin which occurred before or after his resignation.

Mr. Martin resigned from the Company effective March 31, 2009. The number of shares
beneficially owned by Mr. Martin (322,357 shares, 2.17%) is based on his Statement of Changes In
Beneficial Ownership on Form 4, filed on March 3, 2009. His beneficial ownership percentage
includes shares underlying options held by him on March 3, 2009 which were exercisable within 60
days from such date, namely options for 51,832 shares, exercisable at $0.45 per share. Subsequent
to his resignation, all of his options were cancelled prior to exercise.

In connection with our responses to the Staff comments set forth above, we acknowledge to you
that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings
under the Securities Exchange Act, (ii) Staff comments or changes to disclosure in response to
Staff comments do not foreclose the Securities and Exchange Commission from taking any action with
respect to such filings, and (iii) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Securities and Exchange Commission or any person under the federal
securities laws of the United States.

If you have any questions regarding the responses to your questions, please feel free to
contact me at 973-535-2717 or Stephen Zelnick of Morse, Zelnick, Rose and Lander, LLP, our
securities counsel, at 212-838-8040.

    Respectfully submitted

    /s/ Joseph D’Agostino

    Joseph D’Agostino

    Chief Financial Officer

cc: Stephen Zelnick

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Correspondence

Milestone Scientific Inc.

220 South Orange Avenue

Livingston, New Jersey 07039

(973) 535-2717

December 10, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

    Attention:

    Mr. Kevin Kuhar

    Staff Accountant

    Re:

    Milestone Scientific Inc. (the “Company”)

    Form 10-K for the Fiscal Year ended December 31, 2009

    Filed March 10, 2010 (the “Annual Report”)

    Definitive Proxy Statement filed April 14, 2010

    File No. 001-14053 (the “Proxy Statement”)

Dear Mr. Kuhar:

This letter is in response to the Staff’s comment letter dated November 30, 2010 regarding the Annual Report and the
Proxy Statement. Our responses are keyed to the number of each comment in your letter. For the convenience of the
Staff’s review, we have set forth the comment contained in the letter above each respective response.

Your comment:

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 9A. Controls and Procedures, page 22

Management’s Annual Report on Internal Control Over Financial Reporting, page 23

1. We note your disclosure that there “have been no significant changes in the Company’s internal controls over
financial reporting” Item 308 (T)(b) of Regulation S-K requires you to disclose any change in your internal
control over financial reporting that occurred during the your last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting. Please confirm for us in your
response whether there were any changes required to be disclosed by Item 308(T)(b) of Regulation S-K for the fiscal
quarter ended December 31, 2009. In addition, please also revise future filings, if true, to clearly disclose that in connection with your evaluation, no changes in internal control over
financial reporting were identified that occurred during the quarter ended December 31, 2009 that has materially
affected, or is reasonably likely to materially affect, your internal control over financial reporting.

1

Our response:

There were no changes in the Company’s internal controls over financial reporting as required by Item 308(T)(b) of
Regulation S-K for the final quarter ended December 31, 2009. Also, we will revise future filings to clearly disclose
no changes or any changes that occurred in connection with an evaluation of internal control over financial reporting
that occurred during the fourth quarter, as appropriate.

Key Personnel, page 24

2. Please confirm that in future filings, you will briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that each director should serve as a director. For example, we note that you have
not provided such information for Mr. Fuller. See Item 401 (c) of Regulation S-K.

Our response:

The Company will, in future filings, discuss the specific experience, qualifications, attributes or skills that
lead to a conclusion that each director should serve as a director. With the exception of Mr. Fuller, such disclosure
was included in the biographical description of each director included in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners — page 29

3. Please tell us why you did not include Joe W. Martin in the table. Please see Item 403(b) of Regulation S-K.

Our response:

As of March 11, 2010, “the most recent practicable date” used for the purposes of determining beneficial ownership
of the Company’s Named Executive Officers, Directors and five percent shareholders set forth in the table included in
the Annual Report, almost one year had elapsed since Joe W. Martin resigned from all of his positions with the Company
on March 27, 2009. Upon his resignation, with the exception of an opposite way transaction subject to Section 16(b) of
the Securities Exchange Act of 1934 (the “Act”), Mr. Martin was no longer required to comply with the reporting
requirements of Section 16 of the Act. The last Form 4 filed by Mr. Martin was dated February 27, 2009. As such, the
Company decided not to include disclosure of Mr. Martin’s beneficial ownership of Company shares on the table because
it did not have reliable information as to the number of shares he beneficially owned as of the most recent practicable
date used in the Annual Report and was concerned about the disclosure of inaccurate information from a liability standpoint as well as the potential for it to mislead and confuse shareholders and investors alike.

2

Item 13. Certain Relationships and Related Transactions ...page 31

4. Please identify to us the shareholder discussed in this section and describe how they are a related party pursuant
to Item 404(a) of Regulation S-K. Please also tell us the largest aggregated amount of principal outstanding during the
period for which disclosure is provided, the amount thereof outstanding at the end of the fiscal year, the amount of
principal paid during the periods for which disclosure is provided as required by Instruction 4 to Item 404(a) of
Regulation S-K and confirm to us that you will provide such disclosure in future filings. Also, please tell us why you
have not filed the agreements related to your relationship with this shareholder as exhibits as required by Item 601 of
Regulation S-K.

Our response:

(a) The shareholder discussed in this note is K. Tucker Andersen and he is a related party pursuant to Item 404(a)
of Regulation S-K based on his ownership of 18.16% of the Company’s outstanding common stock. The largest amount of
outstanding loan principal was $1.75 million of which $450,000 remained outstanding as of December 31, 2009. The
outstanding principal as of December 31, 2008 was $1.75 million. Interest expensed for the years ended December 31, 2009
and 2008 were $154,027 and $116,374, respectively. Debt amortization related to the debt was $53,300 and $27,446 for
the years ended December 31, 2009 and 2008, respectively. In December 2009, $1.3 Million of the Line of Credit was
converted to 882,785 shares of the Company’s common stock at a price of $1.58 per share. Further, the Company will
provide such disclosure in future filings.

(b) The Company will include copies of the relevant material loan documents as exhibits to its Annual Report on
Form 10-K for the fiscal year ending December 31, 2010.

Financial Statements, page F-1

Note L-Income Taxes

5. We see that during the fiscal years ended December 31, 2009 and 2008, you received $777,609 and $675,903,
respectively, for the “sale of tax credits under the New Jersey Technology Business Tax Certificate Transfer Program”,
and that you recorded the sale of these tax credits as part of other income. Please describe for us in greater detail
these transactions. Specifically, please include the significant terms associated with the sale of these tax credits, a
description of the parties involved, your relationship with the counterparties, and the business reasons why you and
each of the counterparties would enter into such a transaction. Please quantify and describe for us how the amount of
other income was calculated including any cost basis associated with the credits and describe the US GAAP literature which supports the recognition of these sales of
tax credits as “other income” in your statement of operations.

3

Our response:

The Company, pursuant to the New Jersey Economic Development Authority, (NJEDA) Technology Business Tax
Certificate Transfer Program, www.njeda.com, provides for a qualifying company to sell its approved (approved by the
NJEDA,) tax losses to a third party as designated in the regulations. The Company chose to sell these tax losses to
increase its cash flow for the applicable periods. The income reported, is based on the applicable, approved net
operating losses for sale, multiplied by the applicable state income tax rate, less a discount to the purchase
(approximately 7%) and fees and expenses for the transaction (broker fee). The basis for the state net operating losses
is the tax affected balances, less the applicable reserve for realization. In the Company’s case, the deferred tax
asset was fully reserved in prior years. The Company has never recognized tax provision and therefore the recognition
of the sale of net operating tax loss benefit for a third party, as a reversal of a provision tax provision did not
seem appropriate. It appears that the applicable GAAP does not contemplate the sale of net operating loss carry
forwards to third parties. Consequently, the Company chose to identify the sale of state net operating losses, to a
third party, as Other Income and to describe the transaction in the Note L-Income Taxes in its10K filings for December
31, 2009 and 2008. Although this Statement of Operations presentation is unusual, we believe that it better presents
the sale of these New Jersey Tax Loss Carry Forwards to an unrelated. third party.

Exhibit 31

6. We note that you replaced the word “registrant” with “small business issurer” in paragraph 4 of the certifications.
In future filings, please revise the certifications to present them in the exact form as set forth in Item
601(b)(31)(i) of Regulation S-K with no modifications.

Our response:

The Company will revise the certifications to present them in exact form as set forth in Item 601(b)(31)(i) of
Regulation S-K, with no modifications, in future filings.

Definitive Proxy Statement filed April 14, 2010

7. Please tell why you have not discussed the information required by Item 407(h) of Regulation S-K.

4

Our response:

The following is the disclosure called for by Item 407(h) of Regulation S-K.  We will include this disclosure
(updated to describe then current circumstances) in future filings which require Item 407(h) disclosure.

Board Leadership Structure

The Board believes that the segregation of the roles of Board Chairman and the Chief Executive
Officer ensures better overall governance of the Company and provides meaningful checks and
balances regarding its overall performance. This structure allows our Chief Executive Officer to
focus on developing and implementing the Company’s business plans and supervising the Company’s
day-to-day business operations, and allows our Chairman to lead the Board in its oversight and
advisory roles. Because of the many responsibilities of the Board and the significant time and
effort required by each of the Chairman and the Chief Executive Officer to perform their respective
duties, the Company believes that having separate persons in these roles enhances the ability of
each to discharge those duties effectively and enhances the Company’s prospects for success. The
Board also believes that having separate positions provides a clear delineation of responsibilities
for each position and fosters greater accountability of management. For the foregoing reasons, the
Board has determined that its leadership structure is appropriate and in the best interest of the
Shareholders.

The Board’s Oversight of Risk Management

The Board recognizes that companies face a variety of risks, including credit risk, liquidity
risk, strategic risk, and operational risk. The Board believes an effective risk management system
will (1) timely identify the material risks that we face, (2) communicate necessary information
with respect to material risks to senior executives and, as appropriate, to the Board or relevant
Board committee, (3) implement appropriate and responsive risk management strategies consistent
with the Company’s risk profile, and (4) integrate risk management into Company decision-making.
The Board encourages and management promotes a corporate culture that incorporates risk management
into the Company’s corporate strategy and day-to-day business operations. The Board also
continually works, with the input of our management and executive officers, to assess and analyze
the most likely areas of future risk for the Company.

In connection with our responses to the Staff comments set forth above, we acknowledge to you that (i) the Company
is responsible for the adequacy and accuracy of the disclosure in its filings under the Securities Exchange Act, (ii)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange
Commission from taking any action with respect to such filings, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange
Commission or any person under the federal securities laws of the United States.

5

If you have any questions regarding the responses to your questions, please feel free to contact me at
973-535-2717 or Stephen Zelnick of Morse, Zelnick, Rose and Lander, LLP, our securities counsel, at 212-838-8040.

    Respectfully submitted,

    /s/ Joseph D’Agostino

    Joseph D’Agostino

Chief Financial Officer

cc: Stephen Zelnick

6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 November 30, 2010
Joseph D’Agostino Chief Financial Officer Milestone Scientific Inc. 220 South Orange Avenue Livingston, NJ 07039
 Re: Milestone Scientific Inc.
Form 10-K for the Fiscal Year ended December 31, 2009
  Filed March 10, 2010
Definitive Proxy Statement filed April 14, 2010
File No. 001-14053

Dear Mr. D’Agostino:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Joseph D’Agostino
Milestone Scientific Inc.
November 30, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 9A. Controls and Procedures, page 22

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 23

 1. We note your disclosure th at there "have been no significant
 changes in the Company’s
internal controls over financ ial reporting." Item 308(T)(b ) of Regulation S-K requires you
to disclose any change  in your internal control over financial reporting that occurred
during the your last fiscal quart er that has materially affect ed, or is reasonably likely to
materially affect, your internal  control over financ ial reporting. Please confirm for us in
your response whether there were any changes required to be disclosed by Item 308(T)(b)
of Regulation S-K for the fiscal quarter ended December 31, 2009.  In addition, please also revise future filings, if true, to cl early disclose that in connection with your
evaluation no changes
 in internal control over financial reporting were identified that
occurred during the quarter ended December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting.
 Key Personnel, page 24

 2. Please confirm that in future filings, you w ill briefly discuss the specific experience,
qualifications, attributes or skil ls that led to the conclusion that each director should serve
as a director.  For example, we note that you have not provided such information for Mr.
Fuller.  See Item 401(e) of Regulation S-K.
 Item 12.  Security Ownership of Certain Beneficial Owners…, page 29

 3. Please tell us why you did not include Joe W. Ma rtin in the table.  Please see Item 403(b)
of Regulation S-K.
Item 13.  Certain Relationships and Related Transactions…, page 31

 4. Please identify to us the shareholder discussed in this section and describe how they are a
related party pursuant to Item 404(a) of Regulation S-K.  Pleas e also tell us the largest
aggregate amount of principal outstanding dur ing the period for which disclosure is
provided, the amount thereof out standing at the end of the fiscal year, the amount of
principal paid during the periods for which disclosure is provided and the amount of
interest paid during the period for which disclo sure is provided as required by Instruction
4 to Item 404(a) of Regulation S-K and confirm to us that you will provide such disclosure in future filings.   Also, please tell us why you have not filed the agreements related to your relationship w ith this shareholder as exhib its as required by Item 601 of
Regulation S-K.

Joseph D’Agostino
Milestone Scientific Inc.
November 30, 2010 Page 3  Financial Statements, page F-1

 Note L – Income Taxes

 5. We see that during the fiscal years ended December 31, 2009 and 2008, you received
$777,609 and $675,903, respectively, for the, “sale of tax credits under the New Jersey
Technology Business Tax Certificate Transfer Program,” and that you recorded the sale
of these tax credits as part of  other income.  Please describe for us in greater detail these
transactions.  Specifically, please include the si gnificant terms associated with the sale of
these tax credits, a description of the pa rties involved, your relationship with the
counterparties, and the business reasons why you and each of the counterparties would enter into such a transacti on.  Please quantify and describe for us how the amount of
other income was calculated including any cost  basis associated with the credits and
describe the US GAAP literature, which suppor ts the recognition of these sales of tax
credits as “other income” in your statements of operations.

Exhibit 31

6. We note that you replaced the word “regis trant” with “small business issuer” in
paragraphs 4 of the certifications. In future  filings, please revise the certifications to
present them in the exact form as set forth in Item 601(b)(31)(i) of Regulation S-K with
no modifications.

Definitive Proxy Statement filed April 14, 2010
 7. Please tell why you have not discussed the information required by Item 407(h) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Joseph D’Agostino
Milestone Scientific Inc. November 30, 2010 Page 4

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3212 if you have questions regarding comments on th e financial statements and related matters.
Please contact Allicia Lam at (202) 551-3316 or Jay Mumford at (202) 551-3637 if you have questions on other comments.  In this regard, do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at (202) 551-3157 with any questions.

         S i n c e r e l y ,                     Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
May 29, 2008

  Mr. Joseph D’Agostino Chief Financial Officer Milestone Scientific, Inc. 220 South Orange Avenue Livingston Corporate Park Livingston, NJ 07039   RE: Milestone Scientific, Inc.
  Form 10-KSB for the fiscal year ended December 31, 2007
  Filed March 31, 2008
  Form 10-Q for the period ended March 31, 2008
Filed May 15, 2008 File No. 1-14053
 Dear Mr. D’Agostino:   We have completed our review of your  Form 10-KSB and related filings and do
not, at this time, have any further comments.
            S i n c e r e l y ,           A n g e l a  J .  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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CORRESP

Milestone Scientific, Inc.

220 South Orange Avenue

Livingston, N.J. 07039

(973) 535-2717

May 22, 2008

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Attention;

    Mr. Dennis C. Hult

    Staff Accountant

Milestone Scientific, Inc

File No. 1-14053

Dear Sirs;

     This letter is in response to the Staff’s comment letter dated May 19, 2008 regarding the Form
10-KSB for the year ended December 31, 2007 (the ’10-K”) and for the Form 10-Q for the three months
ended March 31, 2008 (the March 10-Q) as filed by Milestone Scientific, Inc. As requested in your
letter, our responses are keyed to the number of each comment in your letter. If you have any
questions regarding the responses to your questions, please feel free to contact me at 973-535-2717
or Stephen Zelnick of Morse, Zelnick, Rose and Lander at 212-838-8040.

Your comment;

Form 10-KSB for the Fiscal Year ended December 31, 2007

Management’s Discussion and Analysis, page 16

Liquidity and Capital Resources, page 23

    1.

    Please revise future filings to discuss significant changes in the components of
working capital — i.e., individually significant changes in the line items. For example,
we note accounts payable increased significantly over the past year. Please address the
impact on your working capital. We noted that we issued this same comment in a Staff’s
comment letter dated October 12, 2007, to which you responded in your letter dated
November 15,2007 that you would make this disclosure in your next Form 10-KSB. We fail to
see the disclosure.

Our response;

     We will include in the next filing, Form 10-Q for the three months ended June 30, 2008 a more
comprehensive disclosure on the changes of the components of working capital as noted above.

Statement of Operations, page F-5

    2.

    We refer to the loss on disposal of equipment of $241,530 in the year ended December
31, 2007. We generally believe that gains and losses resulting from the write-down or sale
of assets previously used in operations should be classified as operating items in the
income statement. This treatment appears consistent with the guidance prescribed by SFAS
144, as well. Accordingly, in the future filings please classify these items in the
operating section of the income statement or tell us why you consider the present
classification appropriate.

Our response;

     We will in future filings classify the loss on the disposition of assets in the statement of
operations, included in continuing operations.

    3.

    To this regard, please tell us your consideration given to the guidance at paragraphs
41-44 of SFAS 144 in reporting the disposition of your teeth whitening business. Clarify
your future disclosures as necessary based on our concerns.

Our response:

     The Company did not dispose of its teeth whitening business. While it no longer sells
whitening product to a retail distributor, it continues to license this technology to a third party
for sale of products to the professional market. The royalty income from this license is identified
on the face of the Statement of Operations and also included in the Management Discussion and
Analysis on page 22 of form10-KSB. With respect to paragraphs 41-44 of SFAS 144, the Company did
not dispose of a business component, but only partially changed its distribution methods. It
remains in the tooth whitening business as a licensor of the technology. We will clarify this
position in future filings.

Exhibit 31, Certifications

    4.

    We noted that the identification of the certifying individual at the beginning of the
certification required by the Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual. In future filings please do not

    include the title identification of the certifying individual at the beginning of the
certification. Refer to Item 601 (31) of Regulation S-B.

Our response:

Noted. The Company will comply with this comment in future filings..

As requested, the Company is pleased to confirm that:

    •

    The company is responsible for the adequacy and accuracy of the disclosures in the
filings;

    •

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

    •

    The company may not assert staff comments as a defense in any proceedings initiated by
the Commission or any person under the federal securities laws of the United States.

If you require any further information please do not hesitate to contact me or Mr. Zelnick, as
noted above.

Respectively submitted,

/s/ Joseph D’Agostino

Joseph D’Agostino

Acting Chief Financial Officer

xc: Stephen Zelnick, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 6010
May 19, 2008

 Mr. Joseph D’Agostino Chief Financial Officer Milestone Scientific, Inc. 220 South Orange Avenue Livingston Corporate Park Livingston, NJ 07039   RE: Milestone Scientific, Inc.
  Form 10-KSB for the fiscal year ended December 31, 2007   Filed March 31, 2008   Form 10-Q for the period ended March 31, 2008
Filed May 15, 2008 File No. 1-14053
 Dear Mr. D’Agostino:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings 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.  Pl ease 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 re view 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.

Joseph D’Agostino
Milestone Scientific, Inc.
May 19, 2008 Page 2   Form 10-KSB for the Fiscal Year ended December 31, 2007

Management’s Discussion and Analysis, page 16

Liquidity and Capital Resources, page 23

1. Please revise future filings to discuss significant changes to the components of
working capital – i.e., individually significant changes in line items.  For example,
we note accounts payable increased signifi cantly over the past year.  Please
address the impact on your working capital.  We note that we issued this same comment in a Staff’s comment lette r dated October 12, 2007, to which you
responded in your response letter dated November 15, 2007 that you would make this disclosure in your next Form 10- KSB.  We fail to see the disclosure.
 Statements of Operations, page F-5

2. We refer to the loss on disposal of equipment of $241,530 in the year ended
December 31, 2007.  We generally believe that gains and losses resulting from
write-down or sale of assets previously us ed in operations should be classified as
operating items in the income statement.  This treatment appears consistent with
the guidance prescribed by SFAS 144, as we ll.  Accordingly, in future filings
please classify these items in the operating section of the income statement or tell
us why you consider the presen t classification appropriate.

3. To this regard, please tell us your cons ideration given to the guidance at
paragraphs 41 – 44 of SFAS 144 in re porting the disposition of your teeth
whitening business.  Clarify your future disclosures as nece ssary based on our
concerns.

Exhibit 31, Certifications

4. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual. In future filings please do not  include the title
identification of the certifying individual at  the beginning of the certification.
Refer to Item 601 (31) of Regulation S-B.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested

Joseph D’Agostino
Milestone Scientific, Inc. May 19, 2008 Page 3  information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filings;
 ‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.
          S i n c e r e l y ,             J a y  W e b b             Reviewing Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 6010
January 9, 2008

  Mr. Leonard Osser Chairman and Chief Executive Officer Milestone Scientific, Inc. 220 South Orange Avenue Livingston Corporate Park Livingston, New Jersey 07039   RE: Milestone Scientific, Inc.
  Form 10-KSB for the fiscal year ended December 31, 2006
  Filed April 2, 2007
  File No. 1-14053

Dear Mr. Osser:   We have completed our review of your  Form 10-KSB and related filings and do
not, at this time, have any further comments.
            S i n c e r e l y ,           M a r t i n  F .  J a m e s         Senior Assistant Chief Accountant

CORRESP
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RESPONSE LETTER

Milestone Scientific, Inc.

220 South Orange Avenue

Livingston, NJ 07039

(973) 535-2717

December 26, 2007

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

         Attention:

    Mr. Dennis C. Hult

Staff Accountant

Milestone Scientific, Inc.

File No. 001-14053

Dear Sirs:

This letter is in response to the Staff’s comment letter dated December 18, 2007 which, in turn,
was in response to our letter of November 15, 2007. Our responses are keyed to the number of each
comment in your letter. If you have any questions regarding the responses to your comments please
feel free to contact me at 973-535-2717 or Stephen Zelnick of Morse, Zelnick, Rose and Lander at
212-838-8040.

Your comment:

Form 10-QSB for the period ended September 30, 2007

Financial Statements, page 4

Revenue Recognition

1. Refer to prior comment 5 from our letter dated October 12, 2007. We refer to your response and
request you specially identify where we can find your expanded discussion of revenue recognition.
We see no revenue recognition policy disclosure in the footnotes to the financial statements.
Confirm your future filings will include the expanded revenue recognition policy disclosures
previously requested.

Our response:

The following appears starting on the sixth line of the second paragraph under

1

“Summary of Significant Accounting Policies”:

. . . and recognize revenue on the date of arrival at the customer’s location as
shipments are FOB destination. Shipments to our international distributor are FOB
our warehouse and revenue is therefore recognized on shipment. In both cases the
price to the buyer is fixed and collectibility is reasonably assured. Further, we
have no obligation on these sales for any post sale installation, set-up or
maintenance, these being the responsibility of the buyer. Customer acceptance is
considered made at delivery. Our only obligation after sale is the normal
commercial warranty against manufacturing defects if the alleged defective unit is
returned within the warranty period.

We believe that the above quoted language fairly describes our revenue recognition policy and our
future filings will included this disclosure language.

Your comment:

2. To this regard, please make sure your future accounting policy disclosures indicate how you
account for the STA market introduction sales incentive programs.

Our response:

We will make sure our future accounting policy disclosures indicate how we account for the STA
market introduction sales incentive programs.

Your comment:

Management’s Discussion and analysis, page 13

Results of Operations, page 16

3. Please tell us and disclosure in future filings why the cost of royalty expense has a credit
balance.

Our response:

In 2006 we accounted for certain royalty expenses as part of cost of goods sold and other royalty
expenses in a royalty expense account that is part of selling, general and administrative expenses.
In 2006 the total royalty due to a certain party was $3,261.13 and a check was issued to pay that
amount. In 2007 it was determined that the party might not be legally entitled to the royalty and
the check was cancelled resulting in the credit balance shown. We have accrued the royalty expense
to

2

which this party might be entitled but we have not paid it in 2007. Prior to year end we intend to
reclassify the credit balance from the 2007 reversal to the royalty expense account that is part of
selling, general and administrative expenses.

If you require any further information please do not hesitate to contact me or Mr. Zelnick, as
noted above.

    Respectfully,

Arthur L. Goldberg

Acting Chief Financial Officer

xc: Stephen Zelnick, Esq.

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010
December 18, 2007

 Mr. Leonard Osser Chairman and Chief Executive Officer Milestone Scientific, Inc. 220 South Orange Avenue Livingston Corporate Park Livingston, New Jersey 07039   RE: Milestone Scientific, Inc.
  Form 10-KSB for the fiscal year ended December 31, 2006   Filed April 2, 2007   File No. 1-14053

Dear Mr. Osser:   In connection with our financial statement only review of Milestone
Scientific’s 2006 Form 10-KSB and subse quent Exchange Act filings, we have
the following additional accounting comments.
Form 10-QSB for the period ended September 30, 2007

Financial Statements, page 4

Note 1 - Summary of accounting policies, page 8

Revenue Recognition

1. Refer to prior comment 5 from our lett er dated October 12, 2007.  We refer to
your response and request you specifi cally identify where we can find your
expanded discussion of revenue recogn ition.  We see no revenue recognition

Leonard Osser
Milestone Scientific, Inc.
December 18, 2007 Page 2
policy disclosure in the footnotes to the fi nancial statements.  Confirm your future
filings will include the expanded re venue recognition policy disclosures
previously requested.

2. To this regard, please make sure your future accounting policy disclosures
indicate how you account for the STA market introduction sales incentive
programs.

Management’s Discussion and Analysis, page 13

Results of Operations, page 16

3. Please tell us and disclose in future fili ngs why the cost of royalty expense has a
credit balance.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
supplemental information.  Detailed cover lett ers greatly facilitate  our review.  Please
submit your cover letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.

       S i n c e r e l y ,            J a y  W e b b         Reviewing Accountant

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LETTER TO THE S.E.C.

Table of Contents

Milestone Scientific, Inc.

220 South Orange Avenue

Livingston, NJ 07039

(973) 535-2717

November 15, 2007

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Mr. Dennis C. Hult

    Staff Accountant

Milestone Scientific, Inc.

File No. 001-14053

Dear Sirs:

This letter is in response to the Staff’s comment letter dated October 12, 2007 regarding the Form
10-KSB for the year ended December 31, 2006 (the “10-K”) and the Form 10-QSB for the three months
ended June 30, 2007 (the “June 10-Q”) as filed by Milestone Scientific, Inc. As requested in the
letter our responses are keyed to the number of each comment in your letter. For your convenience
we have attached a copy of our form 10-QSB for the quarter ended September 30, 2007, which was
filed on November 13, 2007. If you have any questions regarding the responses to your comments
please feel free to contact me at 973-535-2717 or Stephen Zelnick of Morse, Zelnick, Rose and
Lander at 212-838-8040.

Despite the fact that seven of the nine comments were directed to our 10-K we felt it proper to
address them in the 10-Q for the three months ended September 30, 2007 (the “September 10-Q”). We
will, of course, continue presenting the expanded commentary in our 10-K for 2007 and thereafter as
appropriate.

Your comment:

FORM 10-KSB for the Fiscal Year Ended December 31, 2006 Management’s Discussion and Analysis,
page 15

Summary of Significant Accounting Policies and Significant Judgments and Estimates, page 21

    1.

    We note your discussion of critical accounting policies, but
the disclosures either do not disclose why they are considered
critical accounting policies or they merely
repeat the policies from your significant accounting policies footnote without elaboration.

1

Table of Contents

    Accordingly, your disclosure does not conform to our expectations for the critical
accounting policies disclosure. For each identified critical accounting policy, please
expand to describe the specific factors that in your view makes each critical. Discuss the
nature of estimates and uncertainties about those estimates inherent to each individual
policy, including how you make those estimates. Discuss how different assumptions, methods
or conditions might effect your financial statements. Revise future filings to comply.

Our response:

1 — We have expanded our discussion in notes 2 and 3 as well as in the “Summary of Significant
Accounting Policies” section in the September 10-Q so as to more clearly state why each applicable
policy is critical and how we make the estimates required to implement the policy. We will do the
same in future filings including our next form 10-KSB.

Your comment:

Liquidity and Capital Resources, page 23

2. Please revise future filings to discuss significant changes to the components of working capital
— i.e., individually significant changes in line items. For example, we note that accounts payable
increased $688 thousand over the past year while inventories show a decline. Please address the
impact on your working capital. When you cite changes in components of working capital, explain the
reasons for the changes

Our response:

2 — Under the caption “Liquidity and Capital Resources” in the September 10-Q we have pointed out
the changes in the major components of working capital and explained the reasons for the change.
We will do the same in future filings including in our next form 10-KSB.

Your comment:

    3.

    In your liquidity discussion you note the Company experienced in 2006 negative cash flows of
$l.6 million from operating activities. You conclude by indicating management believes the
Company has sufficient resources to meet its obligations over the next twelve months. This
statement is too general and needs to be more specific. Tell us and in future filings provide
details of expected liquidity needs over the next year. For example, future filings should
disclose

    •

    the expected additional costs to obtain a CE mark and U.S. patent protection,
which you deem necessary to re-introduce your teeth whitening products;

    •

    the planned reductions in operations expenses and/or the impact technology
rights will have on liquidity and

    •

    the existing internal and external capital sources and the circumstances that
are reasonably likely to affect those sources of liquidity.

    Also, consider discussing other sources that the Company is pursuing.

2

Table of Contents

Our response:

3 — As you can see both under “Summary of Accounting Policies” in Note 1 and in the paragraph
under “Liquidity and Capital Resources” in our September 10-Q we stated that “the Company does not
now have sufficient cash reserves to meet all of its anticipated obligations for the next twelve
months.” We go on to say that we will attempt to improve the Company’s cash flow from operations
but if the Company is unable to generate sufficient cash it will have to seek outside capital which
may, or may not, be available to it on satisfactory terms or at all. An effort is underway to
raise additional debt or equity capital and while we expect that the effort will be successful no
commitments have been obtained to date.

     Since your letter raises the point of additional costs to obtain a CE mark and patent
protection for our teeth whitening product you should be aware that (a) we have received the CE
mark and (b) we have decided to no longer sell our current teeth whitening products and have
written off all associated assets in the third quarter of 2007.

     At the time of the filing of the form 10-KSB for the year ended December 31, 2006 Milestone
was confident that it had sufficient resources and that additional financing could be obtained. In
fact a new $1 million line of credit was entered into on June 28, 2007.

Your comment:

Notes to Financial Statements, page F-7

Note B — Summary of Significant Accounting Policies, page F-7

    4.

    In future filings please consider the need to include in your Summary of Significant
Accounting Policies your accounting policy for allowances for doubtful accounts receivable.

3

Table of Contents

Our response:

4 — We have explained more clearly our policy for allowances for doubtful accounts in notes 2 and
3, and in the “Summary of Significant Accounting Policies” in our September 10-Q. We will do the
same in future filings including in our next form 10-KSB. Please note, however, that as stated in
Note 7 of the September 10-Q virtually all of our sales are to Henry Schein, Inc., a very large
distributor of dental and medical products, and to a foreign distributor with whom we have been
doing business for some years without any failure on the part of that distributor to make payments
to us when due. Our terms of sale to Henry Schein, Inc. are net 30 days and net 90 days to our
foreign distributor.

Your comment :

Note B8 — Revenue Recognition, page F-8

    5.

    We note your revenue recognition policy disclosure is very generic. Refer to your response
letter dated May 11, 2005, specifically your responses to comments 1, 2 and 3. In future
filings, please revise your revenue recognition policy disclosure to include the more salient
points addressed in your prior responses to us.

Our response:

5 — We have expanded the explanation of our revenue recognition policy in the September 10-Q under
the caption “Summary of Significant Accounting Policies” and will do the same in future filings
including in our next form 10-KSB.

Your comment:

Note H — Stockholders’ Equity, page F-l2

Other Issuances of Common Stock, page F-l3

    6.

    Please provide us with a schedule reconciling the fiscal 2006 common stock issuances as
disclosed in the footnote to the amounts presented in the Statement of Changes in
Stockholders’ Equity and the Statement of Cash Flows.

    7.

    To this regard, tell us and in future flings please explain how each issuance of equity
instruments was valued.

4

Table of Contents

Our response:

6 — The total value of common stock and options issued for compensation, consulting and vendor
services shown on both the Statement of Cash Flows and on the Statement of Changes in Stockholders’
Equity for the year ended December 31, 2006 is $547,487.

Note H to the financial statements details the following:

Other issuances of Common Stock;

    February

    $
    46,000

    August

    51,250

    September

    20,250

    December

    34,333

    2005 stock issuance to seven consultants with
compensation recognized in 2006 of

    100,501

    2005 stock issued for employee bonuses and
compensation with recognition in 2006 of

    8,333

    Note I states that:

    compensation expense related to
employees recognized in 2006 was

    41,489

    and related to non-employees was

    95,328

    Also, common stock to be issued in settlement
of deferred compensation in 2006 was

    150,000

    Total

    $
    547,484

7 — Any options or warrants that contain the requirement for the recipient to render services in
the future are valued based on the market value on date of issuance and are then revalued quarterly
using the Black-Scholes model. Otherwise, each issuance of equity instruments is valued based on
the market value at time of issuance if issued in connection with stock based compensation or for
services provided by a non-employee. If the instrument is issued in connection with debt it is
valued using the Black-Scholes model and the debt and equity instrument are recorded at relative
fair values. The variables used in the Black-Scholes calculation are disclosed in the last
paragraph of Note I in our form 10-KSB for the year ended December 31, 2006.

Your comment:

Form 10-QSB for the quarterly period ended June 30, 2007

Item 3 Controls and Procedures, page 18

5

Table of Contents

    8.

    Please expand the first paragraph of the disclosure to incorporate language encompassing the
entire two-sentence definition of disclosure controls and procedures as set forth in Exchange
Act Rule 13a-l5(e). That is, you should also clarify, if true, that your disclosure controls
and procedures are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is accumulated and communicated to management to
allow timely decisions regarding required disclosure. Apply in future filings.

    9.

    In future filing, please revise the first paragraph to state whether the disclosure controls
and procedures were effective, as of the end of the fiscal quarter. It is not sufficient to
say “as of the date of their evaluation”. Refer to Item 307 of Regulation S-B.

Our response:

8 and 9 — This has been done under item 3 of the September 10-Q and will be included in future
filings as appropriate.

*     *     *     *     *

As requested, the Company is pleased to confirm that:

it is responsible for the adequacy and accuracy of the disclosures in the filings;

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.

If you require any further information please do not hesitate to contact me or Mr. Zelnick, as
noted above.

    Respectfully,

    /s/ Arthur L. Goldberg

    Arthur L. Goldberg

    Acting Chief Financial Officer

xc: Stephen Zelnick, Esq.

6

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

Mark One

    þ

    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2007

OR

    o

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-14053

MILESTONE SCIENTIFIC INC.

(Exact name of Registrant as specified in its charter)

    Delaware

State or other jurisdiction

or organization)

    13-3545623

(I.R.S. Employer

Identification No.)

220 South Orange Avenue, Livingston, New Jersey 07039

(Address of principal executive office)

(973) 535-2717

(Registrant’s telephone number, including area code)

     Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.      Yes þ     No o

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).      Yes o     No þ

As of November 6, 2007, the Issuer had a total of 11,787,602 shares of Common Stock, $.001 par
value, outstanding.

Table of Contents

FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB, the words “may”, “will”, “should”, “expect”,
“believe”, “anticipate”, “continue”, “estimate”, “project”, “intend” and similar expressions are
intended to identify forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act regarding events, conditions and financial trends that may
affect Milestone Scientific Inc.’s (“Milestone”)’s future plans of operations, business strategy,
results of operations and financial condition. Milestone wishes to ensure that such statements are
accompanied by meaningful cautionary statements pursuant to the safe harbor established in the
Private Securities Litigation Reform Act of 1995. Prospective investors are cautioned that any
forward-looking statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such forward-looking statements should,
therefore, be considered in light of various important factors, including those set forth herein
and others set forth from time to time in Milestone’s reports and registration statements filed
with the Securities and Exchange Commission (the “Commission”). Milestone disclaims any intent or
obligation to update such forward-looking statements.

2

MILESTONE SCIENTIFIC INC.

INDEX

    PAGE

    PART I. FINANCIAL INFORMATION

    ITEM 1.

    Financial Statements

    Condensed Balance Sheets September 30, 2007 (Unaudited) and December 31, 2006

    4

    Condensed Statements of Operations Three and Nine Months Ended September 30, 2007 and 2006 (Unaudited)

    5

    Condensed Statements of Changes in Stockholders’ Equity Nine Months Ended September 30, 2007 (Unaudited)

    6

    Condensed Statements of Cash Flows Nine Months Ended September 30, 2007 and 2006 (Unaudited)

    7

    Notes to Condensed Financial Statements (Unaudited)

    8

    ITEM 2.

    Management’s Discussion and Analysis or Plan of Operation

    13

    ITEM 3

    Controls and Procedures

    19

    PART II. OTHER INFORMATION

    ITEM 6.

    Exhibits

    20

    SIGNATURES

    21

    CERTIFICATIONS

3

Table of Contents

MILESTONE SCIENTIFIC INC.

CONDENSED BALANCE SHEETS

    September 30, 2007

    (Unaudited)

    December 31, 2006

    ASSETS

    Current Assets:

    Cash and cash equivalents

    $
    44,783

    $
    1,160,116

    Accounts receivable, net of allowance for doubtful accounts of $5,000
in 2007 and $16,519 in 2006

    594,779

    346,619

    Royalty receivable

    28,976

    60,107

    Inventories

    1,657,256

    1,323,338

    Advances to contract manufacturer

    1,020,480

    1,077,871

    Prepaid expenses

    72,278

    97,073

    Total current assets

    3,418,552

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

October 12, 2007

Mr. Leonard Osser
Chairman and Chief Executive Officer
Milestone Scientific, Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07039

 RE: Milestone Scientific, Inc.
  Form 10-KSB for the fiscal year ended December 31, 2006
  Filed April 2, 2007
  File No. 1-14053

Dear Mr. Osser:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings 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.  Pl ease 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 re view 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.

Leonard Osser
Milestone Scientific, Inc.
October 12, 2007 Page 2

FORM 10-KSB for the Fiscal Year Ended December 31, 2006

Management’s Discussion and Analysis, page 15

Summary of Significant Accounting Policies and Significan t Judgments and Estimates,
page 21

1. We note your discussion of critical accounti ng policies, but the disclosures either
do not disclose why they are considered  critical accounting policies or they
merely repeat the policies from your  significant accounting policies footnote
without elaboration.  Accordingly, your  disclosure does not conform to our
expectations for the criti cal accounting policies disc losure. For each identified
critical accounting policy, please expand to describe the specific factors that in
your view makes each critical.  Discuss the nature of estimates  and uncertainties
about those estimates inhere nt to each individual po licy, including how you make
those estimates.  Discuss how different assumptions, methods or conditions might effect your financial statements.  Revise future filings to comply.

Liquidity and Capital Resources, page 23

2. Please revise future filings to discuss significant changes to the components of
working capital – i.e., individually significant changes in line items.  For example, we note that accounts payable increased $688 thousand over the past year while
inventories show a decline.   Please address the impact  on your working capital.
When you cite changes in components of working capital, explain the reasons for
the changes.
3. In your liquidity discussion you note th e Company experienced in 2006 negative
cash flows of $1.6 million from operating activities.  You conclude by indicating management believes the Company has suffici ent resources to meet its obligations
over the next twelve months.  This statement is too general and needs to be more specific.  Tell us and in future filings pr ovide details of expected liquidity needs
over the next year.  For example, future filings should disclose
• the expected additional costs to obtain a CE mark and U.S. patent protection,
which you deem necessary to re-intro duce your teeth whitening products;
• the planned reductions in operations e xpenses and/or the impact technology
rights will have on liquidity and

Leonard Osser
Milestone Scientific, Inc.
October 12, 2007 Page 3
• the existing internal and external capita l sources and the circumstances that
are reasonably likely to affect those sources of liquidity.
Also, consider discussing other so urces that the Company is pursuing.

Notes to Financial Statements, page F-7

Note B – Summary of Significant Accounting Policies, page F-7

4. In future filings please consider the need to include in your Summary of Significant Accounting Policies your acc ounting policy for allowances for
doubtful accounts receivable.

Note B8 – Revenue Recognition, page F-8

5. We note your revenue recognition policy disclo sure is very generic.  Refer to your
response letter dated May 11, 2005, specifica lly your responses to comments 1, 2
and 3.  In future filings, please revise your revenue recognition policy disclosure
to include the more salient points addr essed in your prio r responses to us.

Note H – Stockholders’ Equity, page F-12

Other Issuances of Common Stock, page F-13

6. Please provide us with a schedule re conciling the fiscal 2006 common stock
issuances as disclosed in the footnote to the amounts presented in  the Statement of
Changes in Stockholders’ Equity an d the Statement of Cash Flows.

7. To this regard, tell us and in future filings please explain how each issuance of
equity instruments was valued.

Form 10-QSB for the quarterly period ended June 30, 2007

Item 3 Controls and Procedures, page 18
8. Please expand the first paragraph of the disclosure to incorporate language encompassing the entire two-sentence de finition of disclosure controls and
procedures as set forth in Exchange Act Rule 13a-15(e).  That is, you should also clarify, if true, that your disc losure controls and procedur es are designed to ensure

Leonard Osser
Milestone Scientific, Inc.
October 12, 2007 Page 4
that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.  Apply in future filings.
9. In future filing, please revise the first pa ragraph to state whether the disclosure
controls and procedures were effective, as of the end of the fiscal quarter . It is not
sufficient to say “as of the date of th eir evaluation”.  Refer to Item 307 of
Regulation S-B.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filings;

‚ 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 secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Dennis Hult, Staff Accountant, at (202) 551-3618 or myself if
you have questions regarding comments on the financial statements and related matters.

Leonard Osser
Milestone Scientific, Inc.
October 12, 2007 Page 5
Please contact me at (202) 551-3603 with any other questions.  In this regard, do not
hesitate to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-3554.

        S i n c e r e l y ,

        J a y  W e b b
        Reviewing Accountant

September 9, 2005

Mail Stop 6010

Leonard Osser
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Re: Milestone Scientific Inc.
 Registration Statement on Form S-3
 Filed August 19, 2005
          File No. 333-127728
Dear Mr. Osser:
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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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. We note you are seeking to register 2 32,763 warrants without registering the
shares underlying such warrants.  Please explain to us why you have not
registered such shares at this time as it appears the warrants are exercisable within
one year.  See the Division of Corporation Finance’s Manu al of Publicly
Available Telephone Interpretati ons Section A9 (July 1997).
2. Please date the signatures on the signature page.

Leonard Osser
Milestone Scientific Inc.
September 9, 2005 Page 2
As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

Leonard Osser
Milestone Scientific Inc.
September 9, 2005 Page 3
If you have any questions please contact Jay Mumford at (202) 551-3637 or me at
(202) 551-3617 with any other questions.
Sincerely,

        R u s s e l l  M a n c u s o
        B r a n c h  C h i e f

cc: Stephen A. Zelnick, Esq.

CORRESP
1
filename1.htm

                            MILESTONE SCIENTIFIC INC.
                             220 SOUTH ORANGE AVENUE
                              LIVINGSTON, NJ 07039
                                TEL: 973.535.2717
                                FAX: 973.535.2829

                                                               February 14, 2006

VIA EDGAR AND MAIL
Jay Mumford, Esq.
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
100 F Street, NE
Washington, DC 20549

                   Re: Milestone Scientific Inc. ("Milestone")
                    Registration No. 333-127728 on Form S-3/A

Gentlemen:

         Milestone hereby requests that the above Registration Statement become
effective at 4:30 p.m. Eastern Time, on February 14, 2006, or as soon thereafter
as practicable.

         Milestone Scientific acknowledges that:

                o    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;

                o    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

                o    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.

         Milestone also represents that its financial statements for the year
ended December 31, 2005 have not yet been prepared or been subjected to
financial review and audit by its independent auditors and accountants, but
represents that it expects that results for the Fourth Quarter will not be
materially different from results for the nine months ended September 30, 2005.

                                     Milestone Scientific Inc.

                                     By:    /s/ Leonard Osser
                                            ----------------------------------
                                            Leonard Osser
                                            Chairman & Chief Executive Officer

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                                            WRITER'S DIRECT LINE
                                                                  (212) 838-3089
                                January 30, 2006

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 2 to Registration Statement on Form S-3
                             Filed October 31, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

     Further to our telephone discussions, this letter consists of revised
responses to the Staff's comment letter dated December 14 regarding the
above-referenced Registration Statement filed by Milestone Scientific Inc.
("Company" or "Milestone"). For ease of reference, your inquiries have been
incorporated in this letter and precede our responses. If you have any questions
regarding the responses to your comments, please feel free to call me at the
number indicated above.

General

    1.   Please tell us where you have registered your offer of the shares
         underlying the warrants to the investors who purchase the warrants from
         the selling security holders.

         REGISTRATION OF THE OFFER OF THE SHARES UNDERLYING THE WARRANTS IS
         INCLUDED IN THIS REGISTRATION PURSUANT TO GENERAL INSTRUCTION 4(A)(3)
         TO FORM S-3. THE COMPANY HAS COMPLIED WITH GENERAL INSTRUCTION 4(B)(3)
         BY SENDING TO ALL WARRANT HOLDERS PROXY INFORMATION PERTAINING TO ITS
         ANNUAL MEETING OF STOCKHOLDERS IN NOVEMBER, 2005. TO CLARIFY THE
         SITUATION WE HAVE AMENDED THE REGISTRATION STATEMENT TO INCLUDE THE
         SHARES UNDERLYING THE WARRANTS.

    2    Please expand your response to comment 2 to clarify whether you are
         simply removing the legend from existing warrants or are issuing
         warrants with new terms in exchange for existing warrants. If you are
         simply removing the legend, please reconcile your statement that the
         warrants are non-certificated with your statement that the warrants
         bear a restrictive legend.

         TO CORRECT A MUTUAL MISTAKE BETWEEN THE ISSUER AND THE INVESTORS IN THE
         PRIVATE PLACEMENTS, THE WARRANTS AS ORIGINALLY ISSUED IN THE FORM OF A
         MULTI-PAGE AGREEMENT HAVE BEEN REVISED WITHOUT CHANGE TO ECONOMIC TERMS
         OR SUBSTANCE, INTO THE FORM OF THE CERTIFICATES USED FOR THE '34 ACT
         REGISTERED WARRANTS. THESE CERTIFICATED WARRANTS HAVE BEEN ISSUED,
         BEARING A RESTRICTIVE LEGEND, TO THE INVESTORS AS OF THE DATES AT WHICH
         THE MARCH AND JUNE 2005 PRIVATE PLACEMENTS CLOSED. WE ARE NOW SEEKING
         THE ABILITY TO REMOVE THE LEGEND FROM THOSE WARRANTS UPON RESALE BY AN
         INVESTOR PURSUANT TO THIS REGISTRATION STATEMENT. EVEN BEFORE THE
         REVISION INTO THE FORM OF CERTIFICATED WARRANT, THE MULTI-PAGE
         AGREEMENT WARRANT CONTAINED A SECURITIES ACT LEGEND. THE CERTIFICATED
         WARRANTS CONTAIN A SIMILAR LEGEND.

    3.   It is generally inconsistent with Section 5 of the Securities Act to
         register securities for resale if the private offering of the
         securities is not complete. If investors still can choose to "surrender
         their non-public warrants" to you as mentioned in your response 2, it
         is unclear why it is appropriate to register the resale of those
         warrants at this time.

         THE MARCH AND JUNE PRIVATE PLACEMENTS OF THE SECURITIES CLOSED, AND ALL
         PROCEEDS WERE RECEIVED, IN LATE MARCH THROUGH EARLY APRIL, AND JUNE OF
         2005 RESPECTIVELY. AS DESCRIBED IN THE ABOVE RESPONSE TO QUESTION 2, WE
         ARE NOT OFFERING INVESTORS ANY CHOICE, BUT ARE NOW ONLY SEEKING REMOVAL
         OF THE RESTRICTIVE LEGEND UPON REGISTERED RESALE OF THE WARRANTS BY THE
         INVESTORS.

    4.   Please expand your response to prior comment 3 to analyze whether the
         holders have offered the securities included in this registration
         statement, regardless of whether the securities have been sold. If you
         cannot determine whether the securities have been offered in violation
         of Section 5 of the Securities Act, it is unclear why you need not
         address the potential liability in your document.

         THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR SIGNED IN CONNECTION WITH
         THE MARCH AND JUNE PRIVATE PLACEMENTS CONTAINED A LEGEND EXPLICITLY
         PROHIBITING OFFERS OR SALES OF THE SECURITIES. THE LEGEND WAS ALSO
         PLACED ON THE SECURITIES. IN ADDITION, THE INVESTOR REPRESENTATIVE FOR
         THESE TWO OFFERINGS HAS CONFIRMED TO US THAT NONE OF THE SECURITIES
         HAVE BEEN OFFERED IN VIOLATION OF THE SECURITIES LAWS.

                                            Very truly yours,

                                            /s/ Virginia Tillyard
                                            Virginia Tillyard

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                                           WRITER'S DIRECT LINE
                                                              (212) 838-3089
                                January 12, 2006

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 2 to Registration Statement on Form S-3
                             Filed October 31, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

         Further to our telephone discussions, this letter consists of revised
responses to the Staff's comment letter dated December 14 regarding the
above-referenced Registration Statement filed by Milestone Scientific Inc.
("Company" or "Milestone"). For ease of reference, your inquiries have been
incorporated in this letter and precede our responses. If you have any questions
regarding the responses to your comments, please feel free to call me at the
number indicated above.

General

1.       Please tell us where you have registered your offer of the shares
         underlying the warrants to the investors who purchase the warrants from
         the selling security holders.

         REGISTRATION OF THE OFFER OF THE SHARES UNDERLYING THE WARRANTS IS
         INCLUDED IN THIS REGISTRATION PURSUANT TO GENERAL INSTRUCTION 4(A)(3)
         TO FORM S-3. TO CLARIFY THE SITUATION WE HAVE AMENDED THE REGISTRATION
         STATEMENT TO INCLUDE THE SHARES UNDERLYING THE WARRANTS.

2        Please expand your response to comment 2 to clarify whether you are
         simply removing the legend from existing warrants or are issuing
         warrants with new terms in exchange for existing warrants. If you are
         simply removing the legend,

         please reconcile your statement that the warrants are non-certificated
         with your statement that the warrants bear a restrictive legend.

         TO CORRECT A MUTUAL MISTAKE, LEGENDED PUBLICLY TRADED WARRANTS HAVE
         BEEN ISSUED AS OF THE DATES AT WHICH THE MARCH AND JUNE 2005 PRIVATE
         PLACEMENTS CLOSED. WE ARE NOW SEEKING THE RIGHT TO REMOVE THE LEGEND
         FROM THOSE WARRANTS UPON ANY RESALE PURSUANT TO THIS REGISTRATION
         STATEMENT.

3.       It is generally inconsistent with Section 5 of the Securities Act to
         register securities for resale if the private offering of the
         securities is not complete. If investors still can choose to "surrender
         their non-public warrants" to you as mentioned in your response 2, it
         is unclear why it is appropriate to register the resale of those
         warrants at this time.

         THE MARCH AND JUNE PRIVATE PLACEMENTS OF THE SECURITIES CLOSED, AND ALL
         PROCEEDS WERE RECEIVED, IN LATE MARCH THROUGH EARLY APRIL, AND JUNE OF
         2005 RESPECTIVELY.

4.       Please expand your response to prior comment 3 to analyze whether the
         holders have offered the securities included in this registration
         statement, regardless of whether the securities have been sold. If you
         cannot determine whether the securities have been offered in violation
         of Section 5 of the Securities Act, it is unclear why you need not
         address the potential liability in your document.

         THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR SIGNED IN CONNECTION WITH
         THE MARCH AND JUNE PRIVATE PLACEMENTS CONTAINED A LEGEND EXPLICITLY
         PROHIBITING OFFERS OR SALES OF THE SECURITIES. THE LEGEND WAS ALSO
         PLACED ON THE SECURITIES. IN ADDITION, THE INVESTOR REPRESENTATIVE FOR
         THESE TWO OFFERINGS HAS CONFIRMED TO US THAT NONE OF THE SECURITIES
         HAVE BEEN OFFERED IN VIOLATION OF THE SECURITIES LAWS.

                                            Very truly yours,

                                            /s/ Virginia Tillyard
                                            Virginia Tillyard

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      December 14, 2005

Mail Stop 6010

Leonard Osser
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Re:	Milestone Scientific Inc.
	Amendment No. 2 to Registration Statement on Form S-3
	Filed October 31, 2005
	File No. 333-127728
Dear Mr. Osser:
      We have reviewed your December 9, 2005 letter 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 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 tell us where you have registered your offer of the
shares
underlying the warrants to the investors who purchase the warrants
from the selling security holders.
2. Please expand your response to comment 2 to clarify whether you
are simply removing the legend from existing warrants or are
issuing
warrants with new terms in exchange for existing warrants.  If you
are simply removing the legend, please reconcile your statement
that
the warrants are non-certificated with your statement that the
warrants bear a restrictive legend.

3. It is generally inconsistent with Section 5 of the Securities
Act
to register securities for resale if the private offering of the
securities is not complete.  If investors still can choose to
"surrender their non-public warrants" to you as mentioned in your
response 2, it is unclear why it is appropriate to register the
resale of those warrants at this time.
4. Please expand your response to prior comment 3 to analyze
whether
the holders have offered the securities included in this
registration
statement, regardless of whether the securities have been sold.
If
you cannot determine whether the securities have been offered in
violation of Section 5 of the Securities Act, it is unclear why
you
need not address the potential liability in your document.
	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.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 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.
      If you have any questions please contact Jay Mumford at
(202)
551-3637 or me at (202) 551-3617 with any other questions.
      Sincerely,

								Russell Mancuso
								Branch Chief

cc:	Stephen A. Zelnick, Esq.

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 - 838 - 1177
                             FAX - 212 - 838 - 9190

                                                            WRITER'S DIRECT LINE
                                                               (212) 838-3089
                                December 15, 2005

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 2 to Registration Statement on Form S-3
                             Filed October 31, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

         This letter responds to the Staff's comment letter dated December 14
regarding the above-referenced Registration Statement filed by Milestone
Scientific Inc. ("Company" or "Milestone"). For ease of reference, your
inquiries have been incorporated in this letter and precede our responses. If
you have any questions regarding the responses to your comments, please feel
free to call me at the number indicated above.

General

1.       Please tell us where you have registered your offer of the shares
         underlying the warrants to the investors who purchase the warrants from
         the selling security holders.

         THE OFFER WAS MADE TO ACCREDITED INVESTORS, ALL BUT THREE SMALL
         INVESTORS OF WHICH WERE FOREIGN ENTITIES AND DOMICILED OUTSIDE THE
         UNITED STATES. THEREFORE, WE BELIEVE THE OFFERING WAS EXEMPT FOR
         PURPOSES OF STATE LAWS IN THE U.S., OR NOT SUBJECT TO THE REGISTRATION
         PROVISIONS OF SECTION 5. IN ADDITION, MILESTONE IS AN AMERICAN STOCK
         EXCHANGE LISTED COMPANY, AND THEREFORE WE BELIEVE THE OFFERING IS
         EXEMPT IN ALL 50 STATES.

2.       Please expand your response to comment 2 to clarify whether you are
         simply removing the legend from existing warrants or are issuing
         warrants with new terms in exchange for existing warrants. If you are
         simply removing the legend, please reconcile your statement that the
         warrants are non-certificated with your statement that the warrants
         bear a restrictive legend.

         WE ARE NEITHER SIMPLY REMOVING THE LEGEND NOR ISSUING WARRANTS WITH
         NEW TERMS. WE WILL BE ISSUING WARRANTS WITH THE SAME TERMS (INCLUDING
         THE EXERCISE PRICE) IN EXCHANGE FOR THE EXISTING NON-CERTIFICATED
         WARRANTS. THE NEW WARRANTS WILL BE PUBLICLY TRADABLE AS THEY WILL BE IN
         THE SAME CERTIFICATED FORM AS MILESTONE'S PUBLICLY TRADED WARRANTS. THE
         EXISTING WARRANTS ARE IN THE FORM OF A 4-5 PAGE OPTION AGREEMENT, AND
         CONTAIN A RESTRICTIVE LEGEND.

3.       It is generally inconsistent with Section 5 of the Securities Act to
         register securities for resale if the private offering of the
         securities is not complete. If investors still can choose to "surrender
         their non-public warrants" to you as mentioned in your response 2, it
         is unclear why it is appropriate to register the resale of those
         warrants at this time.

         THE MARCH AND JUNE PRIVATE PLACEMENTS OF THE SECURITIES CLOSED, ALL
         PROCEEDS WERE RECEIVED, AND CERTIFICATES AND OTHER DOCUMENTS EVIDENCING
         THE SECURITIES WERE ISSUED, IN LATE MARCH THROUGH EARLY APRIL, AND JUNE
         OF 2005 RESPECTIVELY. ONCE THE PENDING REGISTRATION IS EFFECTIVE, WE
         WILL EXCHANGE THE NON-PUBLIC WARRANTS FOR WARRANTS IN CERTIFICATED FORM
         AS DISCUSSED IN RESPONSE TO QUESTION 2 ABOVE. THIS EXCHANGE WILL NOT
         INVOLVE ANY OFFER OR SALE, BUT WILL SIMPLY BE A REPLACEMENT OF ONE
         CERTIFICATE FOR ANOTHER.

4.       Please expand your response to prior comment 3 to analyze whether the
         holders have offered the securities included in this registration
         statement, regardless of whether the securities have been sold. If you
         cannot determine whether the securities have been offered in violation
         of Section 5 of the Securities Act, it is unclear why you need not
         address the potential liability in your document.

         THE SUBSCRIPTION AGREEMENT THAT EACH INVESTOR SIGNED IN CONNECTION WITH
         THE MARCH AND JUNE PRIVATE PLACEMENTS CONTAINED A LEGEND EXPLICITLY
         PROHIBITING OFFERS OR SALES OF THE SECURITIES. THE LEGEND WAS ALSO
         PLACED ON THE SECURITIES. IN ADDITION, THE INVESTOR REPRESENTATIVE FOR
         THESE TWO OFFERINGS HAS CONFIRMED TO US THAT NONE OF THE SECURITIES
         HAVE BEEN OFFERED IN VIOLATION OF THE SECURITIES LAWS.

                                Very truly yours,

                                /s/ Virginia Tillyard
                                Virginia Tillyard

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
            A  L I M I T E D  L I A B I L I T Y  P A R T N E R S H I P

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                                            WRITER'S DIRECT LINE
                                                                  (212) 838-8040
                                December 9, 2005

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 2 to Registration Statement on Form S-3
                             Filed November 1, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

         This letter responds to the Staff's comment letter dated November 10
regarding the above-referenced Registration Statement filed by Milestone
Scientific Inc. ("Company" or "Milestone"). For ease of reference, your
inquiries have been incorporated in this letter and precede our responses. If
you have any questions regarding the responses to your comments, please feel
free to call me at the number indicated above or Virginia Tillyard of Morse,
Zelnick, Rose & Lander at 212-838-3089.

General

1.   We note that in response to our comment 1 from our letter dated October 12,
     2005 you have removed the reference to warrants from the prospectus. Shares
     removed from the prospectus disclosure should also be removed from the fee
     table to the registration statement.

     WE HAVE REMOVED THE WARRANTS IN QUESTION FROM THE FEE TABLE TO THE
     REGISTRATION STATEMENT.

2.   We note your response to our comment 2 regarding your analysis of whether
     the transaction where you replace the warrant certificates is subject to
     the rules governing exchange offers. Please provide a detailed analysis of
     whether your exchange of "non-public warrants" for "publicly traded
     warrants" will be a tender

     offer requiring compliance with applicable rules; and please explain in
     detail the mechanics of this proposed transaction.

     THERE IS NO EXCHANGE FOR "PUBLICLY TRADED WARRANTS". TO CLARIFY THE
     EXISTING FACTS, MILESTONE ISSUED A TOTAL OF 270,088 NON-PUBLIC,
     NON-CERTIFICATED WARRANTS TO A TOTAL OF 8 ACCREDITED INVESTORS, INCLUDING 7
     INSTITUTIONAL INVESTORS AND ONE RELATED ACCREDITED INDIVIDUAL IN TWO
     PRIVATE PLACEMENTS, IN MARCH 2005 AND JUNE 2005 RESPECTIVELY, AND A TOTAL
     OF 102,244 OF COMPENSATORY WARRANTS TO THE PLACEMENT AGENTS IN THOSE
     PRIVATE PLACEMENTS, FOR A TOTAL OF 372,332 PRIVATE, NON-CERTIFICATED
     WARRANTS. THE WARRANTS WERE ISSUED AS RESTRICTED SECURITIES AND BEAR A
     RESTRICTIVE LEGEND. DUE TO A MUTUAL MISTAKE OR LACK OF UNDERSTANDING
     REGARDING THE FORM OF THE WARRANTS, MILESTONE PROPOSES TO REPLACE THESE
     PREVIOUSLY ISSUED NON-PUBLIC WARRANTS WITH THE SAME NUMBER OF PUBLICLY
     TRADED WARRANTS WHICH HAVE EQUIVALENT ECONOMIC TERMS.

     SECTION 14(D)(1) OF THE EXCHANGE ACT AND THE REGULATIONS THEREUNDER,
     REGARDING TENDER OFFERS FOR REGISTERED SECURITIES, DO NOT APPLY BECAUSE (1)
     THE SECURITIES BEING EXCHANGED ARE NOT REGISTERED UNDER THE EXCHANGE ACT,
     AND (2) THE RESTRICTED SECURITIES IN QUESTION REPRESENT LESS THAN 5% OF
     MILESTONE'S OUTSTANDING STOCK.

     IN ADDITION, SECTION 13(E) (1) OF THE EXCHANGE ACT AND THE REGULATIONS
     THEREUNDER DO NOT APPLY. THE PROPOSED REPLACEMENT BY MILESTONE OF THE
     NON-PUBLIC WARRANTS WITH ITS PUBLICLY-TRADED WARRANTS DOES NOT CONSTITUTE A
     TENDER OFFER BECAUSE IT IS NOT BEING MADE IN CONNECTION WITH A CHANGE OF
     CONTROL, NO SOLICITATION TOOK PLACE, THERE WAS NO REQUEST OR INVITATION TO
     TENDER, AND THERE WAS NO PRESSURE ON ANY WARRANT HOLDER TO PARTICIPATE.

     THE MECHANICS OF THE PROPOSED TRANSACTION WILL BE AS FOLLOWS. ONCE THE
     REGISTRATION STATEMENT IS EFFECTIVE, MILESTONE WILL ADVISE THE HOLDERS OF
     THE NON-PUBLIC WARRANTS THAT THEY MAY SURRENDER THEIR NON-PUBLIC WARRANTS
     FOR CANCELLATION AND MILESTONE WILL ISSUE PUBLICLY-TRADED WARRANT
     CERTIFICATES IN REPLACEMENT.

3.   Please provide a factual analysis supporting your conclusion for the
     response to our fourth bullet point of comment 2, regarding whether the
     holders have offered their shares in violation of Section 5.

     EACH NON-PUBLIC WARRANT WAS ISSUED TO A NAMED HOLDER AND BEARS A
     RESTRICTIVE LEGEND PROHIBITING SALES AND OFFERS IN THE ABSENCE OF AN
     EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL REASONABLY
     SATISFACTORY TO MILESTONE THAT SUCH REGISTRATION IS NOT REQUIRED.
     THEREFORE, NO TRANSFER BY A HOLDER OF THESE NON-PUBLIC WARRANTS COULD BE
     EFFECTED UNLESS THE HOLDER NOTIFIED MILESTONE, REQUESTED AN OPINION OF
     COUNSEL REGARDING REMOVAL OF A

     RESTRICTIVE LEGEND, AND REQUESTED ISSUANCE OF THE WARRANTS TO A DIFFERENT
     REGISTERED HOLDER. MILESTONE HAS RECEIVED NO SUCH NOTICE. IN ADDITION,
     MILESTONE KNOWS THAT NONE OF THESE WARRANTS HAS BEEN EXERCISED OR ANY OF
     THE UNDERLYING SHARES ISSUED BECAUSE IT HAS NOT RECEIVED ANY NOTICES OF
     EXERCISE AND HAS NOT ISSUED ANY OF THE UNDERLYING SHARES. THEREFORE, NONE
     OF THE HOLDERS COULD HAVE OFFERED THEIR SHARES IN VIOLATION OF SECTION 5.

                                            Very truly yours,

                                            /s/ Stephen A. Zelnick
                                            Stephen A. Zelnick

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 10, 2005

Mail Stop 6010

Leonard Osser
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Re:	Milestone Scientific Inc.
	Amendment No. 2 to Registration Statement on Form S-3
	Filed November 1, 2005
	         File No. 333-127728
Dear Mr. Osser:
      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.
General
1. We note that in response to our comment 1 from our letter dated
October 12, 2005 you have removed the reference to warrants from
the
prospectus.  Shares removed from the prospectus disclosure should
also be removed from the fee table to the registration statement.
2. We note your response to our comment 2 regarding your analysis
of
whether the transaction where you replace the warrant certificates
is
subject to the rules governing exchange offers.  Please provide a
detailed analysis of whether your exchange of "non-public
warrants`
for "publicly traded warrants" will be a tender offer requiring
compliance with applicable rules; and please explain in detail the
mechanics of this proposed transaction.
3. Please provide a factual analysis supporting your conclusion
for
the response to our fourth bullet point of comment 2, regarding
whether the holders have offered their shares in violation of
section
5.
	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.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 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.
      If you have any questions please contact Jay Mumford at
(202)
551-3637 or me at (202) 551-3617 with any other questions.
      Sincerely,

								Russell Mancuso
								Branch Chief

cc:	Stephen A. Zelnick, Esq.

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190

                                                       WRITER'S DIRECT LINE
                                                          (212) 838-8040

                                October 31, 2005

United States Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
ATTENTION:  MR. JAY MUMFORD

                          Re: Milestone Scientific Inc.
              Amendment No. 1 to Registration Statement on Form S-3
                            Filed September 29, 2005
                               File No. 333-127728

Dear Sirs and Mesdames

         This letter responds to the Staff's comment letter dated October 12
regarding the above-referenced Registration Statement filed by Milestone
Scientific Inc. ("Company" or "Milestone"). For ease of reference, your
inquiries have been incorporated in this letter and precede our responses. If
you have any questions regarding the responses to your comments, please feel
free to call me at the number indicated above or Virginia Tillyard of Morse,
Zelnick, Rose & Lander at 212-838-3089.

General
-------

1.       We note your response to our comment 1 from our letter dated September
         9, 2005. We understand that you will be removing the 30,675 warrants
         from this registration statement.

         YOUR UNDERSTANDING IS CORRECT AND WE HAVE REMOVED THE WARRANTS FROM THE
         SECURITIES COVERED BY THIS REGISTRATION STATEMENT.

2.       We note your response to our comment 1 regarding the shares underlying
         the 202,088 warrants being previously registered.

         o    Please explain you reasons for not registering the warrants at the
              same time you registered the shares underlying those warrants.

              MILESTONE DID NOT INITIALLY SEEK TO REGISTER THE WARRANTS SINCE IT
              WISHED THE INVESTORS TO BE LIMITED TO REALIZING A PROFIT ON THE
              WARRANTS THROUGH THEIR EXERCISE OF THE WARRANTS (PROVIDING MONEY
              TO MILESTONE) AND SALE OF THE UNDERLYING SHARES.

         o    Please describe any consideration received by the company for
              registering the warrants at this time.

              NO ADDITIONAL CONSIDERATION HAS BEEN RECEIVED BY THE COMPANY FOR
              REGISTERING THE WARRANTS AT THIS TIME. HOWEVER, MILESTONE LEARNED
              THAT ONE OF THE LARGE INVESTORS IN THE MARCH PRIVATE PLACEMENT DID
              NOT UNDERSTAND THAT MILESTONE WAS COMMITTING ONLY TO REGISTERING
              THE UNDERLYING SHARES AND NOT THE WARRANTS THEMSELVES AND THAT
              THOSE WARRANTS WERE NOT IN THE FORM OF THE MILESTONE'S PUBLICLY
              TRADED WARRANTS EVEN THOUGH THE ECONOMIC TERMS THEREOF WERE
              IDENTICAL. RATHER THAN HAVE A CONTROVERSY WITH THIS INVESTOR AND
              THEREBY CREATE ILL-WILL WITH A RECENT MAJOR INVESTOR IN ITS
              SECURITIES AND A POTENTIAL INVESTOR IN ADDITIONAL OFFERINGS
              MILESTONE AGREED TO ISSUE THE PUBLICLY TRADED WARRANTS IN
              REPLACEMENT FOR THE NON-PUBLIC WARRANTS PREVIOUSLY ISSUED. AS A
              MATTER OF FAIRNESS IT DECIDED TO TREAT ALL THE OTHER INVESTORS IN
              THE MARCH PLACEMENT IN A SIMILAR MANNER.

         o    Please confirm to us whether (i) any sales of the warrants from
              original purchasers or (ii) any exercises of the warrants into
              common stock have occurred.

              NONE OF THE WARRANTS HAVE BEEN SOLD BY THE ORIGINAL PURCHASERS NOR
              HAVE ANY WARRANTS BEEN EXERCISED FOR COMMON STOCK.

         o    Please provide us a detailed analysis as to whether any of the
              holders of the warrants or underlying common stock have offered
              their shares in violation of section 5 of the Securities Act.

              NONE OF THE HOLDERS OF THE WARRANTS OR UNDERLYING COMMON STOCK
              HAVE OFFERED THEIR SHARES IN VIOLATION OF [SS].5 OF THE SECURITIES
              ACT.

         o    We understand that you will be replacing the warrant certificates.
              Please provide us your analysis of whether the transaction is
              subject to the rules governing exchange offers.

              THE ISSUANCE OF THE REPLACEMENT WARRANTS IS NOT AN EXCHANGE OF
              SECURITIES BUT A CORRECTION OF A MUTUAL MISTAKE OR LACK OF
              UNDERSTANDING. EVEN IF REGARDED AS A EXCHANGE THAT EXCHANGE WOULD
              BE EXEMPT UNDER [SS].4(2), 4(6), REGULATION D AND 3(A)(9).

         o    It appears that you intend to include warrants in one registration
              statement and the underlying shares in another registration
              statement. Please tell us whether you intend to deliver the
              prospectus from each registration statement in connection with the
              transactions involving those securities. If so, please tell us why
              you elected to use two prospectuses and how you will ensure that
              investors will not be confused by your approach.

              THE DELIVERY REQUIREMENTS FOR THE PROSPECTUS WILL BE SATISFIED
              THROUGH THE DELIVERY OF A PROSPECTUS TO THE AMERICAN STOCK
              EXCHANGE FOR ALL TRANSACTIONS WHICH ARE LIKELY TO OCCUR. FURTHER,
              WE WILL ADVISE THE INSTITUTIONS INVOLVED THAT IF THE WARRANTS ARE
              SOLD IN AN OFF-MARKET TRANSACTION THEN THEY WILL BE REQUIRED TO
              DELIVER BOTH PROSPECTUSES. SINCE EACH PROSPECTUS IS LARGELY AN
              INCORPORATION BY REFERENCE DOCUMENT AND THE DOCUMENTS INCORPORATED
              BY REFERENCE ARE THE SAME, WE DO NOT BELIEVE THAT THERE IS ANY
              LIKELIHOOD THAT INVESTORS WILL BE CONFUSED.

Signatures
----------

3.       Please file the dated power of attorney that authorized the attorney in
         fact to sign this registration statement.

         THE POWER OF ATTORNEY THAT AUTHORIZED THE ATTORNEY IN FACT TO SIGN THIS
         REGISTRATION STATEMENT WAS INCLUDED ON THE SIGNATURE PAGE OF THE FIRST
         FILING OF THIS REGISTRATION STATEMENT. IN ACCORDANCE WITH YOUR COMMENT
         WE HAVE REFILED THIS SEPARATE DATED SIGNATURE PAGE AS AN EXHIBIT TO
         AMENDMENT NO. 2

                                Very truly yours,

                               /s/ Stephen A. Zelnick

                               Stephen A. Zelnick

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 12, 2005

Mail Stop 6010

Leonard Osser
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Re:	Milestone Scientific Inc.
	Amendment No. 1 to Registration Statement on Form S-3
	Filed September 28, 2005
	         File No. 333-127728
Dear Mr. Osser:
      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.
General
1. We note your response to our comment 1 from our letter dated
September 9, 2005.  We understand that you will be removing the
30,675 warrants from this registration statement.
2.
We note your response to our comment 1 regarding the shares
underlying the 202,088 warrants being previously registered.
* Please explain your reasons for not registering the warrants at
the
same time you registered the shares underlying those warrants.
* Please describe any consideration received by the company for
registering the warrants at this time.
* Please confirm to us whether (i) any sales of the warrants from
original purchasers or (ii) any exercises of the warrants into
common
stock have occurred.
* Please provide us a detailed analysis as to whether any of the
holders of the warrants or underlying common stock have offered
their
shares in violation of section 5 of the Securities Act.
* We understand that you will be replacing the warrant
certificates.
Please provide us your analysis of whether the transaction is
subject
to the rules governing exchange offers.
* It appears that you intend to include warrants in one
registration
statement and the underlying shares in another registration
statement.  Please tell us whether you intend to deliver the
prospectus from each registration statement in connection with the
transactions involving those securities.  If so, please tell us
why
you elected to use two prospectuses and how you will ensure that
investors will not be confused by your approach.
Signatures
3. Please file the dated power of attorney that authorized the
attorney in fact to sign this registration statement.
 	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.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes all information required under the Securities Act of 1933
and that they have provided all information investors require for
an
informed investment 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 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.

If you have any questions please contact Jay Mumford at (202) 551-
3637 or me at (202) 551-3617 with any other questions.
      Sincerely,

								Russell Mancuso
								Branch Chief

cc:	Stephen A. Zelnick, Esq.

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212-838-1177
                                FAX 212-838-9190

                                                              September 28, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention:  Mail Stop 6010
Mr. Russell Mancuso, Branch Chief

                            MILESTONE SCIENTIFIC INC.
                       REGISTRATION STATEMENT ON FORM S-3
                              FILED AUGUST 19, 2005
                               FILE NO. 333-127728
Dear Sirs:

         This letter responds to the Staff's comment letter dated September 9,
2005 regarding the above-referenced registration statement filed by Milestone
Scientific Inc. ("Company" or "Milestone"). For ease of reference, your
inquiries have been incorporated in this letter and precede our responses. If
you have any questions regarding the responses to your comments, please feel
free to call me at 212-838-3089.

Registration Statement on Form S-3                                   Page 2 of 2
--------------------------------------------------------------------------------

QUESTION 1:
                  We note that you are seeking to register 232,763 warrants
                  without registering the shares underlying such warrants.
                  Please explain to us why you have not registered such shares
                  at this time as it appears the warrants are exercisable within
                  one year. See the Division of Corporation Finance's Manual of
                  Publicly Available Telephone Interpretations Section A9 (July
                  1997).

RESPONSE:

We registered the shares underlying the 232,763 warrants in a pre-effective
amendment, filed onJune 7, 2005, to our registration statement on Form S-3, SEC
File no. 124692, effective on June 9, 2005. We believe that we are in compliance
with Securities Act Sections 2(a)(3) and Section 5 with respect to both the
warrants and the shares underlying the warrants, since in accordance with
Section A9 of the Telephone Interpretations, the shares underlying the warrants
were already registered at the time the warrants were registered.

QUESTION 2:

                  Please date the signatures on the signature page.

RESPONSE:

We have included dated signature pages in our amended filing on Form S-3/A.

                                            Sincerely,

                                            /s/ Virginia Tillyard
                                            ---------------------
                                            Virginia Tillyard

cc:      Rosaline Shau
         Jay Mumford, SEC

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                      [LETTERHEAD OF MILESTONE SCIENTIFIC]

                                                                  May 11, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Ms. Angela J. Crane, Branch Chief

                            Milestone Scientific Inc.
                Form 10-KSB for the year ended December 31, 2004
                                File No. 1-14053
Dear Sirs:

      This letter responds to the Staff's comment letter dated May 2, 2005
regarding the above-referenced periodic report filed by Milestone Scientific
Inc. ("Company" or "Milestone"). For ease of reference, your inquiries have been
incorporated in this letter and precede our responses. If you have any questions
regarding the responses to your comments, please feel free to call me at
973-535-2717 or Virginia Tillyard of Morse, Zelnick, Rose & Lander at
212-838-3089.

<PAGE>
[LOGO]                                                               Page 2 of 5

Form 10-KSB for the Year Ended December 31, 2004

Notes to Consolidated Financial Statements - Page F-8

Note B-8, Revenue Recognition -Page F-9

Question 1:

      We note that "revenue is recognized net of discounts and allowances when
      title passes at the time of shipment and collectibility is reasonably
      assured and the Company has no further performance obligations." Do
      post-shipment obligations, such as installation, set-up or customer
      acceptance, affect the timing of revenue recognition? Describe the
      significant terms of your agreements with independent sales
      representatives, including payment, price protection, return, exchange,
      and other significant matters. Explain and support when you believe it is
      appropriate to recognize revenue to independent sales representatives.
      Refer to SAB 104 and SFAS 48 as necessary.

Response:

Milestone Scientific Inc.'s revenue recognition policy is based on the following
four factors that are consistent with the criteria outlined in SAB 104:

      o     Persuasive evidence of an arrangement exists,

      o     Delivery has occurred,

      o     The price to the buyer is fixed and determinable, and

      o     Collectibility is reasonably assured.

A detailed discussion of all pricing options is provided in Response 2. Under
all pricing options revenue is recognized upon the shipment of goods. There is
no installation or set up or post-shipment maintenance required and customer
acceptance is considered made at delivery..

Our Sales Representative Agreement with our outside sales representatives
addresses the relationship the representative has with the Company as an
independent contractor who upon the completion of a Company training program is
assigned a sales territory to solicit sales on behalf of the Company. The
representative earns a commission for each sale upon the shipment of product to
the customer by the Company's fulfillment center. All shipments are initiated by
the completion and submission of a properly completed Sales Order from the Sales
Representative to our customer service department which processes the order with
the Company's fulfillment center. Commissions are paid to the representatives by
the fifteenth day of the month following the month the sales were made. Since
the Company does not sell product to the sales representatives, there are no
price protection concerns. We typically receive payment in advance of shipment.
Any collection follow up required is performed by the company finance personnel.

The company also has arrangements with independent distributors in international
markets where we offer exclusivity in each market. These distributors purchase
our products at wholesale prices and sell to the end user. All sales to
distributors are final and no returns are permitted. Payments from distributors
are required pursuant to our normal credit terms and are not dependent on sell

<PAGE>
[LOGO]                                                               Page 3 of 5

through. The Company has no maintenance or other post sale responsibilities for
sales to these distributors.

Question 2:

      Supplementally, tell us more about the purchase and pricing options
      available to your customers. Do contracts set forth fixed prices for
      purchases of products? Do these prices change over time? If so, how are
      changes in prices over the term of the contracts, if any, accounted for?
      Do prices charged vary between customers? Do you offer discounts? Consider
      SAB 104 when drafting your response as applicable.

Response:

Milestone Scientific, Inc.'s business model is similar to the razor and razor
blade concept. Except for sales to our distributors, we sell direct to the end
user, typically a dentist/dental practice, one or more Drive Units (razor) and
then over a continued period of time we sell a consumable Handpiece product
(razor blade). In order to maximize our market opportunities, Milestone
Scientific, Inc. offers pricing options to new and existing customers. These
options are summarized separately for Drive Units and Handpieces as follows:

Drive Units:

      Drive Unit only:

      Sell to new customer a Drive Unit for $2,195.

         Drive Unit (w/ Handpiece Bundled):

            Sell new customer a Drive Unit for $2,495 and customer receives 18
      boxes, each containing 50 handpieces shipped either all at once or over a
      twelve month period.

Handpieces:

      Milestone Savings Plan:

      Milestone Savings Plan (MSP) where the customer agrees to purchase
      handpieces on a recurring monthly basis at a discounted MSP price.
      Revenues are recognized as shipments are made.

      No Milestone Savings Plan:

      Customer orders handpieces as needed by placing an order through customer
      service at a full retail price that is subject to change without notice.

The price terms of each agreement are determined and agreed upon at the time of
sale.

Prices for Drive Units and handpieces are subject to change over time.
Subsequent changes in prices have no impact on previously contracted prices for
Drive Units or handpieces. Price changes do affect future Drive Unit sales and
non MSP Handpiece sales. Prices for MSP Handpiece sales are fixed until the
renewal date of the MSP at which time the new prices are applied to future MSP
sales transactions.

<PAGE>
[LOGO]                                                               Page 4 of 5

Since price changes do not affect contracted prices there is no accounting
treatment for price change required.

Prices do not vary between customers however sales of multiple Drive Units to
new customers are typically discounted up to 25% after the first unit. Similarly
subsequent sales of Drive Units to existing customers are discounted 25%. With
prior Sales Manager approval, sales representatives have the ability to discount
new customer and existing customer sales of Drive Units. Prices also change for
quarterly marketing promotions that target new customer and/or existing market
segments. All sales are recorded net of discount.

Question 3:

      In this regard, we note you implemented a sales program in the first
      quarter of 2005 which you will provide a one year supply of hand pieces
      free to customer that purchase a CompuDent unit. Supplementally, tell us
      how you are accounting for this program. Confirm that you are classifying
      the expense of the free disposables in cost of sales. Refer to EITF 00-22
      in your response.

Response:

In the first quarter 2005 the Company implemented a program where the purchase
of a Drive Unit for a certain price included a 1 year supply (18 boxes) of
Handpieces. The revenue and related expense for the Drive Unit is recorded at
time of delivery. We also record the cost of the Handpieces shipped with the
Drive Unit at time of delivery. We typically ship a minimum of 3 to 6 boxes of
Handpieces along with the Drive Unit at time of delivery. It is our policy to
recognize revenue as shipments are made. As of March 31, 2005 deferred revenues
associated with this program have been de-minimus. We confirm that the cost of
the free disposables is classified as cost of sales.

Question 4:

      Tell us how warranty costs are estimated at the time of shipment. If
      material, revise future filings comply with the disclosure requirements of
      paragraph 14 of FASB Interpretation No. 45.

Response:

The Company warranties its products for a one year period. Warranty returns are
monitored and thus far have been immaterial. During 2004 the Company had total
returns of 94 units under warranty. The related expense to the Company for
repair or replacement was less than $10,000 (less than 0.3% of revenue and less
than 0.4 % of net loss for the year). Accordingly,as units under warranty are
returned, the cost of repair or replacement is recorded to expense. We will
continue to monitor warranty experience on a quarterly or more frequent basis
and institute a policy of warranty reserves if return experience so dictates. We
will also provide in the future the disclosures required by paragraph 14 of FASB
Interpretation No. 45.

Note I. Stockholder's Equity - Page F-13

Question 5:

      In each transaction involving the issuance of warrants, please tell us and
      expand your disclosures in future filings to explain how each issuance was
      valued. Address both the method and the significant assumptions applied.

<PAGE>
[LOGO]                                                               Page 5 of 5

Response:

In February 2004, in payment of liabilities, the Company issued 335,614 warrants
as part of units consisting of two shares of common stock and one warrant at a
Public Offering Price of $6.52 per unit. The number of units issued was
determined by the recorded amount of the respective liabilities that the units
were issued to satisfy. Also in February 2004 the Company issued 1,440,000 units
including two shares and one warrant per unit as part of the public offering
which warrants were not required to be separately valued. In April 2004 the
Company issued 80,000 warrants in connection with services related to the Public
Offering and which therefore were not separately recorded in equity.

We will expand our disclosures in future filings to explain how each warrant
issuance was valued.

In connection with the above answers the Company hereby acknowledges that:

            o     The company is responsible for the adequacy and accuracy of
                  the disclosure in the filings;

            o     Staff comments or changes to disclosure in response to staff
                  comments in the filings reviewed by the staff do not foreclose
                  the Commission from taking any action with respect to the
                  filing; and

            o     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.

                                      Sincerely,

                                      Kevin T. Lusardi
                                      Vice President and Chief Financial Officer

cc:   Virginia Tillyard, Esq. (Morse, Zelnick, Rose & Lander)
      Dennis Hult, SEC
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

May 2, 2005

Mr. Kevin T. Lusardi
Vice President and Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, NJ 07039

	RE:	Milestone Scientific Inc.
		Form 10-KSB for the fiscal year ended December 31, 2004
		File No. 1-14053

Dear Mr. Lusardi:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
document in future filings 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.

Form 10-KSB for the Year Ended December 31, 2004

Notes to Consolidated Financial Statements - Page F-8

Note B-8. Revenue Recognition - Page F-9
1. We note that "revenue is recognized net of discounts and
allowances when title passes at the time of shipment and
collectibility is reasonably assured and the company has no
further
performance obligations."  Do post-shipment obligations, such as
installation, set-up or customer acceptance, affect the timing of
revenue recognition? Describe the significant terms of your
agreements with independent sales representatives, including
payment,
price protection, return, exchange, and other significant matters.
Explain and support when you believe it is appropriate to
recognize
revenue to independent sales representatives. Refer to SAB 104 and
SFAS 48 as necessary.

2. Supplementally tell us more about the purchase and pricing
options
available to your customers.  Do contracts set forth fixed prices
for
purchases of products?  Do these prices change over time?  If so,
how
are changes in prices over the term of the contracts, if any,
accounted for?   Do prices charged vary between customers?  Do you
offer discounts?  Consider SAB 104 when drafting your response as
applicable.

3. In this regard, we note you implemented a sales program in the
first quarter of 2005 which you will provide a one year supply of
hand pieces free to customer that purchase a CompuDent unit.
Supplementally tell us how you are accounting for this program.
Confirm that you are classifying the expense of the free
disposables
in cost of sales.  Refer to EITF 00-22 in your response.

4. Tell us how warranty costs are estimated at the time of
shipment.
If material, revise future filings comply with the disclosure
requirements of paragraph 14 of FASB Interpretation No. 45.

Note I. Stockholder`s Equity - Page F-13

5. In each transaction involving the issuance of warrants, please
tell us and expand your disclosures in future filings to explain
how
each issuance was valued.  Address both the method and the
significant assumptions applied.

*    *    *    *

	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.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact Dennis Hult, Staff Accountant, at (202) 942-
2812 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1931 with any other questions.

							Sincerely,

							Angela J. Crane
							Branch Chief
??

??

??

??

Kevin T. Lusardi
Milestone Scientific Inc.
May 2, 2005
Page 3

</TEXT>
</DOCUMENT>