Mail Stop 6010


	January 20, 2006


Daniel G. Hall, Esq.
General Counsel
Novoste Corporation
4350 International Boulevard
Norcross, Georgia 30093

Re:	Novoste Corporation
	Revised Schedule 14A - Preliminary Proxy Statement
	Filed January 6, 2006
	File No. 000-20727

Dear Mr. Hall:

      We have reviewed your revised filing and have the following
comments.  Where indicated, we think you should further 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note the revised disclosure in response to comment 3;
however,
the revisions to the document do not prominently advise security
holders of the context of the contest.  Revise your introduction
to
address the contest and provide support for why you advise
security
holders not to vote the insurgent group`s card.

2. Please tell us your plans with respect to the insurgent group`s
request to call a second special meeting for the election of
directors and to combine this meeting with that second meeting.
In
addition, it appears you should revise the disclosure in
connection
with Proposal 4 to clarify any anti-takeover effects this proposal
may have, as outlined in Exchange Act Release No. 15230 (October
13,
1978), "Disclosure in Proxy or Information Statements; Anti-
Takeover
or Similar Proposals."  See prior comment 15.

We hold an unsecured promissory note..., page 22

3. We note your response to our prior comment 8.  However, it is
inappropriate for a risk factor to contain language that tends to
mitigate the risk you discuss.  Please move the added disclosure
to a
more appropriate location in your proxy statement.

Record Date; Shares Entitled to Vote; Quorum Requirements, page 25

4. We note the disclosure here and elsewhere in the document
regarding broker non-votes.  Please provide us with your analysis
regarding whether brokers will have discretionary authority to
vote
on any of the six proposals.  If they will, please revise the
document to clarify with respect to which proposals brokers will
be
able to exercise discretionary authority to vote and clarify the
discussion of broker non-votes accordingly.

Background of the Asset Sale Transaction, page 30

5. We note your response to our prior comment 9.  You indicate in
the
added disclosure on page 34 that the November 30, 2005 amendments
to
the asset purchase agreement and the marketing representation
agreement "among other things" had the effect of extending the
respective termination dates in each of these agreements.  Please
confirm whether such amendments contained any other material
changes,
and if so, please supplement your discussion to include such
disclosure.  Please also update Annex A to include the most recent
amendment to the asset purchase agreement.

Recommendation of our Board of Directors and Reasons for the Asset
Sale Transaction, page 34

6. We note the disclosure you have added in response to our prior
comment 10.  Please further revise your disclosure with regard to
your management`s and board of directors` analysis so that such
analysis is more clearly reconcilable to your discussion under
"Consideration" commencing on page 37.

7. Please revise your disclosure to clarify the role of Asante
Partners in connection with the asset sale transaction.

Recommendation of our Board of Directors and Reasons for the
Dissolution, page 53

8. We note your added disclosure that "Novoste has significant
NOLs."
Please quantify the amount of the NOLs.  Similarly, quantify the
limitations upon your ability to use such NOLs that were triggered
by
the ownership changes that occurred on September 17, 2003.  Also
clarify what changes occurred on September 17, 2003 that led to
such
limitations.

9. We note your disclosure that "as a practical matter, Section
382
severely constrains the ability of Novoste to enter into any new
transactions utilizing Novoste`s common stock..." and that "any
resulting shift in the ownership of Novoste`s common stock might
well
lead to renewed application of Section 382, greatly reducing or
eliminating the utility of the NOLs...".  While we acknowledge
your
disclosure that "no viable transaction surfaced that would have
enabled Novoste to make meaningful use of its NOLs" please enhance
your disclosure to indicate whether there are any alternative
transaction structures available that would allow you to capture
the
potential benefits of the NOLs, and quantify your anticipated
limitation on the utility of the NOLs that would result from the
renewed application of Section 382.

Form of Proxy

10. We note the revisions to the form of proxy and the document in
response to comment 18.  While we encourage the use of separate
adjournment proposals in light of our position on unbundling, the
two
adjournment proposals here raise several issues.  For example,
tell
us what happens if security holders vote in favor of an
adjournment
on one issue, but not the other.  Can the company convene the
meeting, hold a vote on certain proposals but not others, and
adjourn
the meeting until a later time to vote on the remaining
proposal(s)?
If so, would the company issue a new proxy card which contained
only
one proposal or only certain proposals?  If not, couldn`t security
holders vote on all proposals again, perhaps changing the results
of
the initial vote?  Please provide us your analysis regarding how
the
two adjournment proposals work together under state law and the
securities laws.  Also, please revise the discussion of Proposals
5
and 6 accordingly.

* * *

      As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure.  Please clearly
and
precisely mark the changes to the preliminary proxy statement
effected by the revision, as required by Rule 14a-6(h) and Rule
310
of Regulation S-T.  Please furnish a cover letter with your
revised
proxy statement 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 revised proxy statement and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

      Please direct any questions to Tim Buchmiller at (202) 551-
3635
or to me at (202) 551-3444.

	Sincerely,



	Perry Hindin
	Special Counsel

cc:  	Joseph G. Connolly, Jr., Esq.

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Daniel G. Hall, Esq.
Novoste Corporation
January 20, 2006
Page 1