December 21, 2004


J. Richard George
President and Chief Executive Officer
Calypte Biomedical, Inc.
5000 Hopyard Road, Suite 480
Pleasanton, California 94588

Re:	Calypte Biomedical, Inc.
      Amendment No. 1 to Registration Statement on Form SB-2
		Filed December 20, 2004
		File No. 333-119646

Dear Mr. George:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate 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.

Exhibit 5.1
1. Given that the shares being registered for resale have been
issued, it is not appropriate for counsel to assume that the
shares,
"when issued," will be duly authorized, validly issued, fully paid
and non-assessable.  Similarly, it is not appropriate for counsel
to
assume that the stock certificates are executed and delivered.
Please remove these assumptions.
2. Please remove the assumption that the registration statement
"remains effective" during the period that the shares are offered
and
sold, as that assumption does not appear to be relevant to
counsel`s
opinion that the shares are validly issued, fully paid and non-
assessable.
3. We note that counsel has assumed that the full consideration
stated in the License Agreement was received by the company.
Please
either revise to delete this assumption or supplementally explain
why
it is appropriate for counsel to make this assumption, given that
counsel is opining that the shares are fully paid.
4. Counsel may not assume that Delaware law is the same as New
York
law.  Please remove this assumption.
5. Please clarify that counsel`s reference to "General Corporation
Law of the State of Delaware" includes the statutory provisions as
well as all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws.
6. The penultimate paragraph implies that shareholders are not
entitled to rely on the opinion.  Please remove the disclaimer
that
the opinion is "solely" for the benefit of the registrant and may
not
be relied upon by the registrant or by any other person, firm,
corporation or other entity for any purpose without counsel`s
prior
written consent.
7. Given counsel`s disclaimer of any obligation to advise of any
change of law that occurs, or any facts of which counsel may
become
aware, after the date of the opinion, please confirm that you will
include an updated opinion, dated approximately as of the
effective
date of the registration statement, in a subsequent pre-effective
amendment to your registration statement.  Alternatively, remove
the
limiting language.

* * * * *

      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.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-7924 with any other questions.


Sincerely,



							David Ritenour
      Special Counsel

cc (via fax):	Joseph A. Barratta, Esq.
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Calypte Biomedical, Inc.
December 21, 2004
Page 1