CORRESP 12 filename12.txt DREIER LLP Attorneys at Law 499 Park Avenue Valerie A. Price New York, New York 10022 Direct Dial: (212) 328-6144 Tel: (212) 328-6100 Direct Fax: (212) 652-3789 Facsimile: (212) 328-6101 Partner vprice@dreierllp.com August 12, 2005 SENT VIA FAX AND FEDERAL EXPRESS United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Peggy A. Fisher, Assistant Director, Division of Corporation Finance Re: Electro-Optical Sciences, Inc. Registration Statement on Form S-1 Filed June 3, 2005 File No. 333-125517 Ladies and Gentlemen: On behalf of Electro-Optical Sciences, Inc., a Delaware corporation (the "Company"), and pursuant to the applicable provisions of the Securities Act of 1933, and the rules and regulations promulgated thereunder, we are submitting for filing with the Securities and Exchange Commission Amendment No. 3 to the above-captioned Registration Statement on Form S-1 ("Amendment No. 3"). A copy of Amendment No. 3 to the Registration Statement has been manually signed in accordance with Rule 302 of Regulation S-T and the signature pages thereto will be retained by the Company for a period of five years. For your convenience, we enclose a marked copy of Amendment No. 3 marked to show changes to the Amendment No. 2 to the Registration Statement, as filed with the Commission on August 8, 2005. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (212) 328-6144. Thank you for your cooperation and attention to this matter. Very truly yours, /s/VALERIE A. PRICE ------------------------ Valerie A. Price, Esq. VAP/ma Enclosure cc: Joseph V. Gulfo, M.D. Karen Krumeich William Bronner, Esq. David C. Peck, Esq.