Mail Stop 6010


      September 29, 2005


Dr. David Dalton
Chief Executive Officer
4810 Seton Drive
Baltimore, Maryland  21215

	Re:	Univec, Inc.
      Form 10-KSB for the Year Ended December 31, 2004
      Forms 10-QSB for the Quarters Ended March 31, 2005 and June
30,
2005
      File No. 000-22413

Dear Dr. Dalton:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
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 10-KSB for the Year Ended December 31, 2004

Item 6. Management`s Discussion and Analysis, page 10

Liquidity and Capital Resources, page 11

1. You state that you anticipate you will generate a positive cash
flow during your next fiscal year.  However, there is currently
substantial doubt regarding your ability to continue as a going
concern as explained in the last paragraph of the independent
auditor`s report to your financial statements on page F-2.  In
this
regard, please clarify your disclosure to discuss management`s
plan
to remove the threat to your continuation as a going concern.  The
"viable plan" should include appropriate and prominent disclosure
of
your plans to establish a source of revenues and gross profit
sufficient to cover your operating costs and overcome your
financial
difficulties.  You should discuss the reasons why you anticipate
you
will generate a positive cash flow during 2005.  Also, explain
what
will happen if you are unable to successfully implement your
viable
plan.  Refer to the guidance in FRC 607.02.  Similarly, revise
your
disclosures in Note 3 to the financial statements on page F-7 to
include this detailed discussion of management`s plan.

- - Significant Estimates, page 12

2. As appropriate for an investor to better understand the
significant estimates and assumptions involved in the application
of
GAAP, please revise this section to include a discussion of those
significant estimates and assumptions that management believes has
a
material impact on reported financial condition and results of
operations and on the comparability of such reported information
over
different reporting periods.  Refer to the interpretative MD&A
guidance in our Release 33-8350.

Item 8A.  Controls and Procedures, page 13

3. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your quarterly report.  Please amend your filing to disclose
management`s conclusion regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the annual report.  Refer to Item 307 of Regulation S-B
and Part III.F of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm.
4.
Further to the above, we note the language that appears after the
word "effective" does not fully comply with the definition of
disclosure controls and procedures as contained in Rule 13a-15(e)
of
the Exchange Act.  Please revise your filing to remove this
language.
Alternatively, if you elect to retain the language appearing after
the word "effective," please revise your filing to ensure the
language complies with the definition of disclosure controls and
procedures contained in Rule 13a-15(e) of the Exchange Act.

5. In light of the restatement of the 2003 financial statements,
please tell us how your certifying officers have considered the
effect of the restatement on your disclosure controls and
procedures
at the end of the period covered by this annual report as well as
at
the end of the quarterly periods thus far in 2005.

Consolidated Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

6. Please have your auditor modify its report to add an
explanatory
paragraph which discusses the restatement of the 2003 financial
statements and include a reference to the note which describes the
restatement.

Consolidated Balance Sheet, page F-3

7. To the extent you restate your 2003 financial statements from
those statements previously reported, you should label them as
"restated" and refer to the footnote which describes the
restatement.

Consolidated Statement of Operations, page F-4

8. We note on page 11 that you recorded provisions for inventory
write-downs of $75,000 and $50,000 within general and marketing
expenses in 2004 and 2003, respectively.  Please revise to
classify
these inventory write-downs as a component of cost of sales.

9. We note that you recognized a gain on the extinguishment of
debt
of $144,819 during 2004.  Please tell us and revise Note 8 to
disclose the facts and circumstances surrounding the recognition
of a
gain on the extinguishment of debt in 2004.  Specifically, your
disclosure should include the nature and terms of debt that was
extinguished, the manner in which it was extinguished, and how the
gain was computed.  Refer to the guidance in APB 26.

10. We note that you recognized losses from discontinued
operations
of $93,502 in 2003.  Please revise Note 18 to include the
disclosures
required by paragraphs 41-44 of SFAS 144 related to discontinued
operations.

Consolidated Statements of Cash Flows, Page F-6

11. Within the cash flows from investing activities, you present
the
purchase of your fixed assets, net of your capitalized lease
obligation and cash used in the sale of your subsidiary, net of
notes
and other payables.  It appears that the capitalized lease
obligation
and the notes and other payables issued in connection with the
sale
of your subsidiary are non-cash investing and financing
activities.
If so, please revise to separately present your non-cash investing
and financing activities at the bottom of your consolidated
statements of cash flows or in a separate note.  Otherwise, tell
us
why you believe your current presentation of these items on a "net
basis" is appropriate.  Refer to paragraph 32 of SFAS 95.

Notes to Consolidated Statements, page F-6

Note 2.  Restatement, page F-7

12. We note that you had a correction of an error during the year
ended December 31, 2003 in connection with the capitalization of
leased equipment.  It appears that you wrote-off a capitalized
lease
and that you recorded a new capital lease for certain equipment
owned
by an affiliated company.  Please explain to us in more detail the
nature of the error and the facts and circumstances that led to
the
error.  Within your discussion, explain to us in detail how you
initially and subsequently accounted for the capital lease.  In
addition, tell us why the correction resulted in the recording of
an
additional loss of $115,031.  Refer to paragraph 37 of APB 20.

13. Please revise the filing to quantify the restatement by
disclosing the line items in the financial statements impacted as
before and after the restatement.  Refer to APB 20 and paragraph
26
of APB 9 for further guidance on the correction of an error in
previously issued financial statements.

Note 4.  Significant Accounting Policies, page F-7

- -Revenue Recognition, page F-8

14. Please tell us and revise this note to describe the nature and
significant terms of your group purchasing sales arrangements with
Pharmacy Services, Inc (PSI).

15. We note that all of your Physician and Pharmaceutical
Services,
Inc. (PPSI) revenues are generated from sales to PSI.  We further
note that you recognize revenues on a gross basis for these sales.
Please provide us with an analysis of each of the relevant factors
discussed in EITF 99-19.  Please be as detailed as possible in
your
response.  Revise your filing to clearly disclose your revenue
recognition policies relating to these related party sales.
16.
We note on page 11 that you provide rebates to your group
purchasing
customer and that you have classified these rebates within general
and administrative expense.  Please revise this note to describe
the
nature of these rebates and your accounting policy for these
rebates.
Tell us why you concluded that these costs should not be
considered a
reduction of the revenues based on paragraph 9 of EITF 01-9.
Discuss
when you record the costs, how you determine the amounts to record
and how these policies comply with paragraphs 22-23 of EITF 01-9.
Finally, tell us how your accounting policies comply with
paragraphs
27-32 of EITF 01-9.

17. On page 3, you state that you sell your syringe products to
distributors.  Explain to us the nature and significant terms of
these arrangements with distributors, including any post shipment
obligations, acceptance provisions or return provisions that may
exist and how you account for such obligations.  Tell us if you
grant
price concessions to your distributors and how you account for any
such price concessions.  Please expand your revenue recognition
policy disclosure to include these items to the extent applicable.

18. We note that you provide warranties for your products.  Please
tell us and revise your filing to disclose the significant
provisions
of the warranty policy offered to your customers.  Please also
tell
us why you believe your accounting for warranty costs complies
with
GAAP.  Disclose the amount of warranty costs recognized in each of
the years ended December 31, 2003 and 2004, and for the six months
ended June 30, 2005.

Note 8.  Notes and Loans Payable, page F-10

19. We note that you have certain notes and loans payable
outstanding
that do not have stated interest rates.  In addition, we note that
other notes and loans payable contain lower than market interest
rates.  For each material note and loan with no stated interest
rate
or with a lower than market interest rate, tell us whether you
have
imputed interest under APB 21.  If so, please revise this note to
disclose the amount of the imputed interest and any remaining
unamortized discount.  If not, please provide us with the basis
for
your conclusions.  Refer to the guidance in APB 21.

20. We note that you have entered into a $500,000 revolving line
of
credit with a stockholder that may be converted into common stock
at
$.065 per share.  Please tell us and disclose how you accounted
for
the convertible feature of this note.  Refer to the guidance in
EITF
98-5 and EITF 00-27.

Note 13.  Litigation Reserve, page F-12

21. We note a former consultant commenced an action during 2000
against the company and is seeking 250,000 shares of common stock
and
$192,000 in consulting fees.  We further note that you disclose on
page F-14 that you reserved 250,000 shares for litigation, which
appears to relate to the action from the former consultant.
Please
tell us and revise this note to provide the current status of this
action and your analysis of paragraph 8 of SFAS 5.  Disclose the
amount of litigation accrual recorded for the periods presented.

Note 14.  Stockholders` Equity, page 12

22. We note you issued equity instruments including preferred
stock,
common stock, and stock options to employees and non-employees as
payment for services, loans and compensation.  You state on page
F-8
that you accounted for these issuances under the fair value
method.
Please revise your filing to explain in greater detail how you
accounted for these issuances.  Include in your discussion how you
determined the fair value for each issuance.  Tell us how your
accounting is consistent with the guidance of SFAS 123 and EITF
96-
18.

Note 17.  Concentrations, page F-15

23. We note that purchases from one supplier represented 99% of
your
total purchases in 2004.  Tell us and revise this note to disclose
the nature of your supply arrangement with this vendor.  Tell us
whether this vendor is considered a related party to you as
defined
in SFAS 57.

Note 18.  Discontinued Operations, page F-15

24. We note that you sold TWT, a wholly owned subsidiary, to an
officer and other related parties for the settlement of litigation
and that you recognized a loss of $597,056 from the sale in 2004.
We
further note that you received 404,154 shares of common stock and
canceled $221,154 of deferred compensation due to this officer as
well as issued options to the officer and other related parties.
It
is unclear from the current disclosures how this transaction
resulted
in a loss to you of $597,056.  Please revise to disclose the
values
attributed to the shares issued and received in connection with
this
settlement along with how the loss was calculated.

25. Further to the above, it appears that this is the settlement
of
the claim brought by Jonathan Bricken, as disclosed in your 2003
Form
10-KSB.  If so, we note that the claim brought by Mr. Bricken
sought
payment of past wages due.  Please tell us why you believe it is
appropriate to classify the loss on the litigation settlement as
other income rather than as an operating expense.  Support your
accounting with reference to accounting literature as appropriate.

Forms 10-QSB for the quarter ended March 31, 2005 and June 30,
2005

26. Please amend your quarterly reports on Form 10-QSB for the
above
comments, as appropriate.

Form 8-K dated June 9, 2005

27. We note the Item 5.02 Form 8-K filed on June 13, 2005
disclosing
the resignation of John W. Frank as director.  We have been
advised
that there may have been a disagreement with the registrant known
to
an executive officer of the registrant on a matter or matters
relating to the registrant`s operations, policies or practices.
If
so, please file an amended Form 8-K with the disclosure required
by
Item 5.02(a)(1)(iii).  If not, please advise us of the
circumstances
surrounding the resignation.

      As appropriate, please amend your December 31, 2004 Form 10-
KSB
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  You may wish to provide us
with
marked copies of the amendments to expedite our review.  Please
furnish a cover letter with your amendments 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 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
Exchange Act of 1934 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.

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

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Tara Harkins, Staff Accountant, at (202) 551-3639,
Kevin Vaughn, Staff Accountant at (202) 551-3643 or me at (202)
551-
3327 if you have questions regarding these comments.


      							Sincerely,



								Michele Gohlke
								Branch Chief


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Dr. David Dalton
Univec, Inc.
September 29, 2005
Page 8