December 23, 2004


Andrew H. Meyers
Chief Financial Officer
Langer, Inc.
450 Commack Road
Dear Park, NY 11729-4510

Re:	Langer, Inc.
      Registration Statement on Form S-1 filed November 23, 2004
	File No. 333-120718

Dear Mr. Mayers:

      We have reviewed your filing 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
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 S-1

Prospectus Summary - Pages 1 to 4
1. The disclosure in the Summary should be a balanced presentation
of
your business.  Please balance the disclosure of your strengths
with
a brief discussion of the principal challenges or risks associated
with your company, many of which are identified in your Risk
Factors
section.
2. Please provide copies of the industry reports cited throughout
the
registration statement, clearly marking the relevant sections.
For
example, you cite unnamed "independent research" projections on
pages
2 and 47.

3. Please provide supplemental support for your stated belief that
your brand names "represent a high level of quality in the markets
in
which [you] sell."
4. Please disclose, or estimate if not currently known, the
transaction costs associated with the Silipos acquisition.
Additionally, please describe and quantify the working capital
adjustments to the Silipos acquisition price.

Risk Factors - Pages 8 to 18

      There are significant risks associated with our strategy....
- -
Page 9
5. Please expand your disclosure to address the risk of dilution
to
new investors associated with your use of stock to finance future
acquisitions.

      We may face difficulties integrating the operations of
Silipos
- - Page 10
6. Please describe the "various risks" specifically associated
with
your integration of Silipos` operations.  Additionally, please
tell
us whether you have experienced any such material integration
delays
or unexpected costs that have resulted in or are expected to
result
in a materially adverse impact to your business and operations.

We may be adversely affected by legal actions or proceedings
commenced against us. - Page 10
7. Please tell us the basis for your belief that Poly-Gel may
raise
such claims or bring legal action against you.  If you are
currently
aware of Poly-Gel`s intention to pursue such claims against you,
please disclose this fact.  This risk factor`s heading, and
disclosure on page 40, suggest that Poly-Gel has already commenced
an
action or proceeding.  If this is in fact the case, please revise
and
add appropriate disclosure here and in the Legal Proceedings
section
of the prospectus.

Our existing purchase arrangements may be adversely affected ....
- -
Page 10
8. Please describe this risk in more concrete terms by disclosing
the
circumstances under which third-party manufacturers can alter the
terms of or be released from your supply agreements.
Additionally,
please tell us whether any of these agreements, alone or in the
aggregate, are material and file all material supply agreements as
exhibits.  Also, with a view towards disclosure, please tell us
the
time you would need to replace any key supplier.
9. For the two most recently completed fiscal years, and in the
nine
months ended September 30, 2004, disclose whether you experienced
any
such interruptions or delays that resulted in a materially adverse
impact to your business and operations, and if so, how the matter
was
resolved.

We may not be successful in manufacturing the raw material oil
based
gels.... - Page 11
10. Disclose why you did not renew Silipos` supply agreement with
Poly-Gel and opted to begin manufacturing gels on your own.

The nature of our business could subject us to potential product
liability...claims.  Page 11
11. Please tell us how you determined that your current insurance
coverage is adequate and reconcile this statement with your
disclosure on page 12 that your existing coverage "may be
inadequate
to protect [you]" from liabilities you may incur.
12. Additionally, please disclose whether, in the two most
recently
completed fiscal years, and in the nine months ended September 30,
2004, you experienced any such product liability claims that
resulted
in a materially adverse impact to your business and operations.

Changes in government and other third-party payor reimbursement
levels.... - Page 12
13. Please quantify the portion of your historical revenues
comprised
of Medicare and Medicaid payments.

Our products may be subject to product recalls.... - Page 14
14. Please describe any past mandatory or voluntary recalls that
have
had a material adverse effect on your business.

Our business, operating results and financial condition could be
adversely affected if we become involved in litigation regarding
our
.... intellectual property rights - Page 14
15. Please disclose whether you are currently aware of any parties
currently intending to pursue such intellectual property claims
against you.

A portion of our revenues and expenditures is subject to exchange
rate fluctuations that could adversely affect our reported results
of
operations.  - Page 16
16. Please demonstrate this risk by quantifying any material
reductions in sales and profitability recently experienced due to
foreign currency fluctuations.

Our quarterly results are subject to fluctuations. - Page 16
17. Please briefly explain why orthotic device sales have
historically been higher in North America in the warmer months and
why you may expect this trend to continue in the future.

One stockholder has the ability to significantly influence .... -
Page 17
18. Please expand your disclosure to include the fact that 3 of
your
current 6 directors are affiliated with your largest shareholder,
and
that the entire board was designated in 2001 by the investor group
led by your largest shareholder.  Also tell us whether you
currently
have any procedures in place for resolving actual or perceived
conflicts of interest between your principal shareholders and your
other shareholders.
19. Additionally, please disclose the voting agreement between
Langer
Partners and Oracle, and include in your disclosure the percentage
of
your common stock beneficially owned by Oracle prior and
subsequent
to this offering.

The price of our common stock has been and is expected to continue
to
be volatile, which could affect a stockholder`s return on
investment.
- - Page 17
20. Please discuss, under separate heading, the risks associated
with
the thin trading level of your stock and the relatively low public
float.
We have a significant amount of convertible indebtedness.... -
Page
17
21. Please quantify the dilution effect to new shareholders of
conversion of the subordinated notes.

Our certificate of incorporation, our bylaws and Delaware law....
- -
Page 18
22. Please define "interested shareholder" pursuant to Delaware
General Corporation Law.

New investors in our common stock will experience immediate and
substantial dilution. -
Page 18
23. Please include the dilution effects of the conversion of the
subordinated notes.

Use of Proceeds - Page 20
24. Please revise your disclosure to more specifically identify
the
purposes for which the balance of the net proceeds not being used
to
repay indebtedness is expected to be used and quantify the amount
intended to be allocated to each purpose; it is not appropriate
nor
helpful disclosure to investors to aggregate those purposes under
a
generic category such as " other general corporate purposes."
Alternatively, please discuss the principal reasons for conducting
your offering at this time.
25. Your capitalization table on page 22 appears to indicate that
a
portion of the proceeds will be used to pay the $2.5 million
obligation under the Silipos, Inc. purchase agreement.  Please
supplementally clarify our understanding of your use of proceeds
and
revise the filing on this page, page 22 or elsewhere, if
necessary,
based on our concerns.

Capitalization - Page 22
26. Please remove the cash and cash equivalent caption from this
table.

Unaudited Pro Forma Condensed Consolidated Financial Statements -
Pages 26-30
27. Tell us why you did not include pro forma adjustments to
reflect
charges that would have been incurred had the employment agreement
with W. Gray Hudkins been entered into at the beginning of the
periods presented.  Does Article 11-02(b)(6) of Regulation S-X
require you to include adjustments for the referenced agreement?
Revise the filing to include any required additional pro forma
adjustments.

Dilution - Page 24
28. Please expand your disclosure to include the further dilution
to
new investors assuming the exercise of outstanding options and
warrants and the conversion of convertible debt.  Please also
disclose the dilution effects of the exercise of the over-
allotment
option.

Management`s Discussion & Analysis - Pages 31 to 45

General
29. When a description of known material trends, events, demands
and
commitments is set forth, expand your discussion to include both
the
intermediate effects of those matters and the reasons underlying
those intermediate effects.  For example:  how did you lower your
labor costs and manufacturing overhead and is the resulting
increase
in gross profit margins sustainable; how were 2003 custom
orthotics
sales increased in the U.K.; what factors were responsible for the
increased U.K. labor costs; what material efficiencies were
realized
through the integration of Benefoot and the leverage of your
infrastructure and are such efficiencies sustainable; what factors
were responsible for the increase in 2002 sales volume?  Please
apply
this comment throughout your MD&A.  Please refer to SEC Release
No.
33-8350 for additional guidance.
30. Please describe in greater detail the measures taken to
strengthen your infrastructure.  We note this disclosure in
several
places within MD&A.
Results of Operations - Pages 34 to 38
31. We note that you have provided explanations by segment of your
net sales variances for all periods presented.  Please revise your
analysis of cost of sales (and gross profit) and other charges, if
applicable, to also discuss variances by segment for all periods
presented in accordance with Item 303(a) of Regulation S-K.
32. Revise your results of operations discussion for all periods
presented to be more specific about the reasons for changes in
your
financial statement line items and to quantify the reasons for the
changes, whenever possible.  Please describe and quantify costs
where
you have used phrases such as "increases in certain product
costs",
"an increase in sales volume", or "due to a change in product
mix".
How much were the increases or decreases?  Which products were
affected, specifically?  Quantify the portion of changes in
financial
statement line items related to the acquisitions of Benefoot and
Bi-
Op, so that it is apparent to the reader how those acquisitions
have
affected results of operations for the periods presented.

	Nine Months Ended September 30, 2003 and 2004 - Pages 35 to
36
33. We note your disclosure on page 35 that the podiatric customer
base for your custom foot orthotics, which comprises a large part
of
your custom orthotics business, is a mature segment.  Please
describe
how this fact effects your revenues, business and results of
operations.
	Liquidity and Capital Resources - Pages 39 to 42
34. Revise your operating cash flows discussion for all periods to
focus on cash payments or collections, rather than merely stating
changes in balance sheet accounts, and quantify amounts if
possible.
For example, instead of "...offset by increased accounts
receivable
levels", disclose specific reasons for the changes.  Also, discuss
the reasons for material changes in your current asset, liability
and
other asset accounts between the presented balance sheet dates.

	Contractual Obligations - Page 40
35. We note your disclosure of the Put Option to purchase Poly-
Gel`s
assets or shares at a purchase price of 1.5 times Poly-Gel`s
revenues
over the 12 month period prior to the exercise of the Put Option.
Please quantify this obligation based on Poly-Gel`s prior 12 month
revenue as of the most recent practical date here and in the "Use
of
Proceeds" section.
36. Additionally, please explain more clearly and in greater
detail
the Poly-Gen put option and the $1-1.5 million obligation that
depends on whether Poly-Gel asserts certain claims.  Are these
potential "claims" the same potential Poly-Gel legal action and
proceedings discussed in the Risk Factors section?  If so, please
tell us how you have determined your liability pursuant to
potential
claims that Poly-Gel has yet to make.
Capital Resources - Page 42
37. Please also discuss your ability to meet your cash obligations
for at least the next 12 months without the proceeds of this
offering.

      Quarterly Results of Operations (unaudited) - Page 43
38. Please revise this section to include all the quarterly data
required (the two most recent fiscal years and any subsequent
interim
period for which financial statements are included) by Item 302
(a)(1) of Regulation S-K.

Business - Pages 46 to 59

	Acquisition History - Page 46
39. Explain in more detail the February 2001 acquisition,
including
the consideration paid and the equity interests and other benefits
received in return.  Disclose amounts on an aggregate and per-
share
basis.
40. We note your disclosure that you are obligated to pay "up to"
$2.5 million under the Silipos purchase agreement.  However,
disclosure on page 40 suggests that your obligation pursuant to
this
agreement could exceed $2.5 million if the Put Option is exercised
and depending on the amount of liabilities and damages incurred by
you and SSL.  Please revise or advise.
41. Please briefly describe the liabilities assumed in the
Benefoot
acquisition.
42. Additionally, we note on pages F-15 and F-38 that, in
connection
with the Benefoot acquisition, the Company also entered into a
medical consulting agreement with Sheldon Langer.  Please disclose
the nature of all material relationships Mr. Langer has had with
Langer, Inc. and tell us why you have not disclosed the agreement,
as
amended, in the Certain Relationships and Related Party
Transactions
section of the prospectus.

Manufacturing and Sourcing - Page 51
43. Please consider adding disclosure in the Risk Factors section
of
the prospectus describing the risks associated with obtaining PPT
from a single supplier.

Competition - Pages 51 to 52
44. If known or reasonably available, please also provide your
competitive position relative to your competitors.


Patents and Trademarks - Page 52
45. Please discuss the duration, importance and effect of all
material patents, trademarks and licenses held.  Please refer to
Item
101(c)(1)(iv) of Regulation S-K.
Properties - Page 52
46. We note your disclosure that the lease for the Dear Park, NY
facilities expires in July 2005.  Do you plan to renew this lease,
and if so, do you anticipate any material cost increases?

Government Regulation - Pages 53 to 59

Medical Device Regulation - Pages 53 to 55
47. If any of your products have been subject to a recall by
international regulatory authorities for a material defect or
deficiency in design or manufacturing, please provide appropriate
disclosure.

Principal Stockholders - Pages 67 to 68
48. Identify the individuals who have or share voting and/or
investment control over the shares owned by the entities listed in
the table.
49. Please tell us why each of Oracle Partners and Mr. Kanders
should
not be deemed the beneficial owners of shares held by the other,
given the fact that both are parties to a shareholder and voting
agreement described on page 70.
Certain Relationships and Related Party Transactions - Pages 69 to
70
	Consulting Agreement with Kanders & Co., Inc.
50. Please tell us whether this offering will constitute a "change
of
control" that would accelerate the restricted stock grant to
Kanders
& Co.
4% Convertible Subordinated Notes
51. We note your disclosure on page 70 that several persons and
entities having family relationships with Warren Langer purchased
and
currently hold an aggregate of $590,000 principal amount of the
convertible notes.  Please include the shares acquirable upon the
conversion of these notes in the beneficial ownership table as
shares
beneficially owned by Mr. Kanders, or tell us why you believe they
should not be included.
52. Additionally, please disclose here and in the Use of Proceeds
section the amount of proceeds from this offering that Warren
Kanders, and persons and entities having familial relationships
with
Mr. Kanders, will receive.
      Other Related Party Transactions
53. Please tell us whether negotiations for the products and
services
provided to you by Mr. Meyers` brother-in-law were conducted on an
arms length basis, and if not, whether the terms of this agreement
are similar to those you could have obtained in arms length
negotiation.

Description of Capital Stock - Pages 71 to 73

	Convertible Notes - Page 71
54. Please briefly describe the "certain circumstances" under
which
the conversion price of the convertible notes can be adjusted.

Shares Eligible For Future Resale - Page 74
55. Please briefly describe the "certain exceptions" afforded
those
who have entered into lock-up agreements, and tell us the
percentage
of your outstanding shares covered by these agreements.
Langer, Inc. Financial Statements for the Year Ended December 31,
2003

Note 1. Summary of Significant Accounting Policies

Revenue Recognition - Page F-8
56. We note that you recognize revenue from the sale of your
products
upon shipment.  We also note you have sales to distributors.
Please
supplementally tell us whether sales terms with your distributors
or
other customers have rights of return or price protection
provisions.
Do your customers have post-shipment obligations?  Please also
discuss your customer acceptance provisions on sales of customized
products.  Address how you comply with Statement 48 and SAB 104
for
your revenue transactions.  Finally, revise this Note to discuss
the
impact of EITF`s 00-10 and 01-09 on your financial statements and
as
otherwise necessary based on our comment.  We may have further
comments after reviewing your response.
57. We note that you offer an extended warranty contract on your
sales of orthotics.  Revise your discussion to disclose if you
offer
a basic warranty and if so, how you account for the basic
warranty.
Also, include the disclosures required by paragraph 14 of FIN 45.

(i) Goodwill and Identifiable Intangible Assets with Indefinite
Lives
- - Page F-9
58. We note that you use independent appraisers to review these
assets for impairment.  If you elect to make a reference to
appraisers in your financial statements (or elsewhere in the
filing),
please note that you will be required to identify the appraisal
firm
under "Experts" and include their consent in the registration
statement.  Alternatively, you could revise the filing to omit
this
reference.

Note 2. Acquisitions - Pages F-13 to F-17 and F-36 to F-42
59. We see that in May 2002 you acquired Benefoot.  Given the
small
absolute size of your 2001 period net income and the Benefoot
historical financial statements in your Item 7 Form 8-K filed July
3,
2002 (dated May 6, 2002), it appears Benefoot`s operations were
significant to you.  Please provide us supplementally with the
significance test outlined at Rule 1-02(w)(3) of Regulation S-X
for
the May 2002 acquisition of Benefoot.  Tell us how the guidance at
Rule 3-05(b)(4)(iii) of Regulation S-X impacts you and revise the
filing as necessary to include any required Benefoot income
statements. We may have further comments after reviewing your
response.
60. Revise your discussion of the acquisitions of Bi-Op, Benefoot
and
Silipos to include the disclosures required by paragraphs 51(b)
and
51(c) of SFAS 141.
61. We see that you paid Benefoot up to an additional $1,000,000
upon
achievement of certain performance targets on or prior to May 6,
2004
and that as of December 31, 2003 in connection with the
acquisition
of Benefoot you had paid or accrued $603,238 based upon the
satisfaction of performance targets during 2002 and 2003.  Please
tell us supplementally and revise the filing to clearly indicate
how
your accounting for the contingent consideration complied with
Statement 141 and EITF 95-8.  We may have further comments after
reviewing your response.
62. We see that Silipos is a party to a supply agreement with
Poly-
Gel under which the owners of Poly-Gel have the option to require
Silipos to purchase Poly-Gel at a purchase price equal to 1.5
times
Poly-Gel`s revenue for the twelve month period ending immediately
prior to the exercise of the Put Option.  Please tell us how you
account for this Put Option in your historical and pro forma
financial statements and provide references to generally accepted
accounting principles that supports the accounting.  We may have
further comments after reviewing your response.  Revise the filing
as
necessary based on our comment.
63. In a related matter, we see that if Poly-Gel does not exercise
the Put Option and you do not otherwise acquire Poly-Gel, you may
be
obligated to pay the Seller between $1,000,000 and $1,500,000,
depending on whether Poly-Gel asserts claims as well as the
resolution, timing and amount, if any, of liabilities incurred
relating to Poly-Gel. We also see you have included the full
obligation of $2,500,000 in the purchase price of Silipos and as a
current liability in your balance sheet as of September 30, 2004.
Please tell us supplementally and revise the filing to clarify how
you determined the liability that was required to be recorded in
your
financial statements.  We may have further comments after
reviewing
your response.


Note 3.  Inventories, net - Page F-17
64. We note the significance of the inventory write-downs recorded
during the periods presented.  Please supplementally tell us more
about each of these write-downs.  What types of inventory were
written-down?  What caused the write-downs?  Were the inventory
items
only partially written-down or fully written-off?  How and when
were
these items disposed of?  Quantify any remaining reserved
inventory
balances on hand at December 31, 2003 and September 30, 2004 and
indicate how and when you expect to dispose of them.  Were any of
these inventory items subsequently sold?  If so, were they sold at
prices above their new cost basis?  What was the impact of any
such
sales upon gross profit margins?  Please advise supplementally and
revise the filing to address our concerns.

Langer, Inc. Financial Statements for the Period Ended September
30,
2004

Consolidated Balance Sheets - Page F-31
65. It appears your net accounts receivable balance increased
approximately 96% from December 31, 2003 to September 30, 2004
mainly
due to the inclusion of the amounts related to Silipos, Inc.  Tell
us
and discuss in the MD&A why the allowance for doubtful accounts
and
returns and allowances has decreased to 3.6% at September 30, 2004
from 7.5% at December 31, 2003.
66. It appears your other assets include significant amounts for
deferred tax assets related to the acquisition of Silipos.  We
believe you should expand the disclosures in Management`s
Discussion
and Analysis to address the factors considered by management in
determining it is more likely than not your deferred tax assets as
of
September 30, 2004 will be realized.  Your revisions should
address
the factors outlined in paragraphs 20 to 25 of Statement 109.

Note 5. Segment Information - Page F-45
67. We see that as a result of the Silipos acquisition, beginning
in
the fourth quarter of 2004, you will report custom orthotics and
distributed products as a single segment called orthopedics and
will
report a second segment called skincare.  Since total assets as of
September 30, 2004 reflects the acquisition of Silipos, Inc., it
is
not clear to us how you have complied with paragraph 33 of SFAS
131.
Please supplementally address our concerns and revise the Note as
necessary based on our concerns.

Silipos, Inc. Financial Statements for the Year Ended March 31,
2004

Consolidated Statements of Operations - Page F-53
68. Please revise to include the loss per share information
required
by paragraphs 6, 38 and 40 of Statement 128.


Note 8. Goodwill and Other Intangible Assets - Page F-65
69. Revise the discussion of goodwill to describe the facts and
circumstances that existed which led to a total write-off of the
balance of goodwill by management, as required by paragraph 47 of
SFAS 142.
Item 16.  Exhibits and Financial Statement Schedule
70. Please supplementally provide us with a copy of the form of
legal
opinion for our review.

*  *  *

      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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action 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 a 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.

      You may contact Thomas Dyer at (202) 824-5564 or Daniel
Gordon
at (202) 942-2813 if you have questions regarding comments on the
financial statements and related matters. Please contact Adelaja
Heyliger at (202) 824-5082 or me at (202) 942-1880 with any other
questions.


Sincerely,



							Peggy A. Fisher
      Assistant Director

cc (via fax):	Robert L. Lawrence, Esq., Kane Kessler P.C.
212.245.3009
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Andrew H. Meyers
Langer, Inc.
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