December 21, 2004


Jeffrey F. O`Donnell
Chief Executive Officer
PhotoMedex, Inc.
147 Keystone Drive
Montgomeryville, PA 18936

Re:	PhotoMedex, Inc.
      Registration Statement on Form S-3 filed December 1, 2004
	File No. 333-120921

Dear Mr. O`Donnell:

      We have reviewed your filing for issues related to the
following comments.  We anticipate at this time that no further
review of your registration statement will be made other than a
review of your responses to these comments.  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.

Form S-3

Fee Table
1. We note that some of the shares being registered for resale
appear
to have not been issued to the selling shareholders prior to the
filing of this registration statement.  Please supplementally
provide
us with an analysis as to why you believe that all of the selling
shareholders were irrevocably bound to purchase your common stock
and
were at market risk at the time of the initial filing of your
registration statement.  Your response should address, among other
things, the following:
* Why you believe that Stern Laser is irrevocably bound to
purchase
and at market risk with respect to the 586,123 shares of common
stock
that are being registered but that have not yet been issued to
Stern
Laser, given that the issuance of those shares in lieu of payment
of
up to $1,150,000 in cash is conditioned upon the future
achievement
of certain milestones by Stern Laser and the number of shares to
be
issued will be based on the closing price of your common stock
during
the 10 trading days preceding the completion date of each
milestone;
and
* Why you believe that GE Capital is at market risk with respect
to
the 11,108 shares of common stock being registered to cover shares
underlying potential future warrant issuances to GE Capital in
connection with a leasing credit facility, given that the number
of
warrants will be determined based on the average closing price of
your common stock during the 10 days preceding the date of each
draw
under the credit facility.
Please note that if all of the selling shareholders were not
irrevocably bound to purchase the common stock and at market risk
at
the time of the initial filing of your registration statement, the
private placement of those shares has not been completed, and you
will not be able to register the resale of those shares.  In that
event, you will have to remove those shares from this registration
statement and, if desired, file a new registration statement to
register those shares no sooner than the date that all of the
selling
shareholders become irrevocably bound to purchase and are at
market
risk with respect to those shares.  For guidance, please refer to
the
last paragraph of Item 3S of the March 1999 supplement to our
Manual
of Publicly Available Telephone Interpretations, which is
available
on our website at www.sec.gov.

Selling Stockholders - Pages 23 to 24
2. Please tell us whether any of the selling stockholders are
affiliated with a broker-dealer.  Each selling stockholder who is
an
affiliate of a broker-dealer must be identified in the prospectus
as
an underwriter unless that selling stockholder is able to make the
following representations in the prospectus:
* The selling stockholder purchased the shares being registered
for
resale in the ordinary course of business, and
* At the time of the purchase, the selling stockholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
Please revise accordingly.
3. Please identify the natural persons who have voting and/or
dispositive power with respect to the securities held by Stern
Laser.

Exhibit 5.1
4. Please confirm that you will file an updated opinion prior to
effectiveness of this registration statement, or any re-filed
registration statement, that does not include, with respect to
shares
that have been issued, the assumption regarding the future
issuance
of the shares that underlies your current opinion.

*  *  *

      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 staff comments and the declaration
of
effectiveness 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 Adelaja K. Heyliger at (202) 824-5082 or me
at
(202) 942-7924 with any other questions.

Sincerely,



							David Ritenour
      Special Counsel


cc (via fax):	Jeffrey P. Berg, Esq.  Jenkins & Gilchrist, LLP
310.820.8859


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Jeffrey F. O'Donnell
PhotoMedex, Inc.
December 21, 2004
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