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                              August 1, 2022

       Daniela Stolman
       Partner
       Gibson, Dunn & Crutcher LLP
       2029 Century Park East, Suite 4000
       Los Angeles, CA 90067

                                                        Re: Sharps Compliance
Corp.
                                                            Form Schedule TO-T
                                                            Filed July 25, 2022
                                                            File No. 005-53975

       Dear Ms. Stolman:

              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 these comments 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.
       All defined terms have the same meaning as the offer matrials, unless
otherwise indicated.

       Schedule TO-T

       Source and Amount of Funds or Other Conditions, page 2

   1.                                                   Please revise the
statement that Item 7(b) of Schedule TO is not applicable, as there
                                                        appear to be material
conditions to the financing discussed in Item 1007(a) as set forth on
                                                        page 20. If referring
to the alternative financing arrangements or plans, please clarify.
   2.                                                   Please expand to
describe the material terms of the Debt Commitment Letter and to
                                                        discuss plans for
repayment. See Item 1007(d) of Regulation M-A for the Debt
                                                        Commitment Letter.
Additionally, please file the Debt Commitment Letter as an exhibit
                                                        to the Schedule TO.
 Daniela Stolman
Gibson, Dunn & Crutcher LLP
August 1, 2022
Page 2
The Transaction Documents, page 26

3.       Please identify the    certain executive officers    that have entered
into Tender and Support
         Agreements in connection with the Offer and the Merger. See Item 4 of
Schedule TO and
         Item 1004(b) of Regulation M-A.
Conditions of the Offer, page 43

4.       Revise to clarify that all offer conditions must be satisfied or
waived as of the Expiration
         Date.
General

5.       We note that the Aurora Funds control named bidders Purchaser and
Parent. In addition,
         the Aurora Funds provided the Equity Commitment Letter being used to
fund the Offer.
         Therefore, it appears that the Aurora Funds should be included as
bidders on the Schedule
         TO. In addition, the Offer to Purchase should be revised to include
all of the disclosure
         required as the individual Aurora Funds required by Schedule TO but
not already included
         in the offer materials. If you do not agree, please explain in your
response letter.
6.       See our last comment above. We note that Curtis Bay Medical Waste
Services initially
         contacted and made offers to acquire Sharps. In addition, Curtis Bay
is an affiliate of
         Aurora Capital Partners Management VI LP, which controls newly-formed
entities Parent
         and Purchaser. Given these facts, provide your analysis as to why
Curtis Bay has not been
         included as a bidder on the Schedule TO. Alternatively, please add and
revise the Offer to
         Purchase (to the extent applicable) to provide all of the disclosure
required by that
         Schedule as to the new filer.
7.       Please clarify the relationship between Aurora and Curtis Bay. The
current disclosure
         states only that Curtis Bay is a portfolio company of Aurora.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Michael Killoy at 202-551-7576 or
Christina Chalk 202-
551-3263.



FirstName LastNameDaniela Stolman                               Sincerely,
Comapany NameGibson, Dunn & Crutcher LLP
                                                                Division of
Corporation Finance
August 1, 2022 Page 2                                           Office of
Mergers & Acquisitions
FirstName LastName