November 22, 2005

By Facsimile and U.S. Mail

Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022


Re:	Novoste Corporation
      Soliciting Materials Pursuant to Rule 14a-12
      Filed November 21, 2005 by Steel Partners II, L.P., Steel
    	Partners, L.L.C., and Warren G. Lichtenstein

Dear Mr. Wolosky:

	We have the following comments on the above-referenced
filing:

Soliciting Materials

1. Although the letter to the Novoste board states, "We state for
the record that Steel intends  . . . to file proxy material with the
SEC and actively solicit proxies in opposition to the liquidation,"
the legends on the filing state that these materials are being filed
"in connection with a possible preliminary filing with the SEC of a
proxy statement and accompanying proxy card . . . ."  Clarify the
participants` intent in any future filings.  Be advised that the
Commission did not intend to create another exemption from the
proxy rules when Rule 14a-12 was adopted.  Parties intending to rely
upon Rule 14a-12 in making proxy solicitations may only do so to the
extent that they intend to file a proxy statement and solicit proxies.
See interpretation I.D.3. in the July 2001 Interim Supplement to the
Telephone Interpretations Manual publicly available on our
website, www.sec.gov.  Please confirm that the filing parties will
either (i) refrain from using such non-committal language in future
communications by affirmatively stating their intention to file a
definitive proxy statement; (ii) find an appropriate exemption
under Rule 14a-2 from the application of Section 14(a) and Regulation
14A to future communications; or (iii) refrain from public
solicitation activities of Novoste security holders.

2. Mr. Lichtenstein`s letter discusses the board`s "blatant
disregard for the interests of the shareholders" and his "several
concerns as to whether the Board may have further breached its
fiduciary duty."  As you know, participants must avoid statements
that directly or indirectly impugn the character, integrity, or
personal reputation or make charges of illegal or immoral conduct
without factual foundation. In this regard, note that the factual
foundation for such assertions must be reasonable. Refer to Rule
14a-9.  Please provide us support for these statements and avoid
these and similar statements in future filings.

3. Mr. Lichtenstein states that, with respect to the ONI
transaction, the board "ignored shareholder concerns."  He also
states, "The  Board should not continue supporting yet another
proposal that will again waste shareholder assets."  In any future
filings, please be certain that each opinion or belief is clearly
characterized as such, and that there is a reasonable basis for
each such opinion or belief.  Support for opinions or beliefs
should be self-evident or disclosed in the materials.

Closing 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.
Since the filing persons are in possession of all facts relating
to the disclosure, they are responsible for the accuracy and adequacy
of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the filing persons acknowledging
that

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing persons may not assert staff comments 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 our review of your filing
or in response to our comments on your filing.

Please respond to these comments promptly, submitting a response
letter filed via EDGAR under the label "CORRESP."  If you do not
agree with a comment, please tell us why in your response.  Direct
any questions to me at (202) 551-3262.  You may also contact me by
facsimile at (202) 772-9203.

Sincerely,



Abby Adams
Special Counsel
Office of Mergers and Acquisitions