Mail Stop 6010

      October 11, 2005

Joseph V. Gulfo, M.D.
President and Chief Financial Officer
Electro-Optical Sciences, Inc.
3 West Main Street, Suite 201
Irvington, NY 10533

      Re:	Electro-Optical Sciences, Inc.
	Amendment No. 4 to Registration Statement on Form S-1
      Filed September 27, 2005
	File No. 333-125517

Dear Dr. Gulfo:

      We have reviewed your filing and your responses to our
comments
in our letter dated October 4, 2005, 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.

Form S-1

Special Suitability for California Residents, page i
1. Given the last sentence of your response to comment 1, it is
unclear why the last sentence on page i is appropriate.  Please
revise to clarify and add appropriate risk factors.




Business, page 44

Manufacturing, page 55
2. Please expand your response to comment 5 to tell us whether the
current stage of negotiations indicates that there will be any
material terms to the agreement.

Underwriting, page 87
3. Please reconcile your response to prior comment 6 with your
disclosure on page 88 that:
* Underwriters and dealers may sell to online brokerage account
holders;
* Underwriters may make Internet distributions; and
* There is information on "such websites" that is in addition to
the
prospectus in electronic format.

Exhibit 5.1
4. We reissue comment 9 which also dealt with the reference to
previously adopted Board resolutions mentioned in the penultimate
paragraph of the opinion.

*     *     *

      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.






      You may contact Kevin Kuhar at (202) 551-3662 or Jay Webb at
(202) 551-3603 if you have questions regarding comments on the
financial statements and related matters.  Please contact Adelaja
Heyliger at (202) 551-3636 or me at (202) 551-3800 with any other
questions.

      Sincerely,



								Russell Mancuso
								Branch Chief

cc (via fax):  	Valerie A. Price, Esq., Dreir LLP 212.652.3789


Joseph V. Gulfo, M.D.
Electro-Optical Sciences, Inc.
October 11, 2005
Page 1