Mail Stop 6010


      July 13, 2005


Mr. Neil H. Koenig
Chief Financial Officer
Orthometrix, Inc.
106 Corporate Park Drive, Suite 102
White Plains, New York  10604

	Re:	Orthometrix, Inc.
		Form 10-KSB for the Year Ended December 31, 2004
		Form 10-QSB for the Quarter Ended March 31, 2005
      File No. 000-26206


Dear Mr. Koenig:

      We have reviewed your response letter dated June 10, 2005
and
have the following comments. We have limited our review of your
filing to those we have addressed in our 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
filings.
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 10-KSB for the Year Ended December 31, 2004

Item 7.  Financial Statements, page 20

Report of the Independent Registered Public Accounting Firm, page
21

1. Please refer to prior comment 1.  We refer you to AU Section
530.04-.05, which states that the independent auditor has two
methods
available for dating the report when a subsequent event disclosed
in
the financial statements occurs after completion of field work but
before the issuance of the related financial statements.  We
continue
to request that your accountants revise their report to update the
opinion for the events disclosed in Note 14 and amend your filing
to
include the revised report.  Otherwise, have your accountants tell
us
how they complied with AU Section 530.04-.05.  If your accountants
are relying on the guidance in AU Section 530.08, please have them
tell us why this section is applicable, including providing
details
as to why they believe issuance of their report on your previously
filed Form 10-KSB is a reissued report.

Form 10-QSB for the Quarter Ended March 31, 2005

Item 1.  Financial Statements, page 2

Notes to Financial Statements, page 5

Note 6.  Related Party Transactions, page 7

2. Please refer to prior comment 4.  We note from your response
that
you issued 400,000 shares to Mr. Bonmati, an officer, at the same
terms as the other issuances to other investors and that you
concluded that no compensation charge was necessary.  Please amend
your filing to account for the discount given to Mr. Bonmati as
compensation expense pursuant to SFAS 123. Otherwise, tell us why
you
concluded that no charge was necessary for the stock issued to Mr.
Bonmati.  Cite the specific accounting literature on which you
based
your conclusions.

      As appropriate, please amend your 2004 Form 10-KSB and your
Form 10-QSB for the quarterly period ended March 31, 2005 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 amendments and
responses to our comments.


      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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Mr. Neil H. Koenig
Orthometrix, Inc.
July 13, 2005
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