UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE


							September 26, 2005


Via U.S. Mail
Kenneth W. Davidson
Chairman and CEO
Encore Medical Corporation
9800 Metric Boulevard
Austin, TX 78758

RE:		Encore Medical Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		File No. 0-26538

Dear Mr. Davidson:

      We have reviewed the above filing and have the following
comment.  We have limited our review of your Form 10-K to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 10-K.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

General

We note the disclosure included in the fourth risk factor on page
23
"We have succeeded to contingent obligations relating to an
investigation of the Department of Commerce..." related to
Chattanooga Group, Inc., a company you acquired in 2002 that
allegedly engaged in unlawful trading with Iran.  We note similar
disclosure relating to the pending Department of Commerce
investigation included under Item 3. Legal Proceedings on page 34
and
Note 18. Legal Proceedings on page 77.  Please advise us whether
you
have had, and whether you continue to have, any direct or indirect
contacts with Iran other than those that are the subject of the
Commerce Department investigation.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

the company 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 filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact me at (202)
551-
3470 if you have any questions about the comment or our review.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Peggy Fisher
		Assistant Director
		Division of Corporation Finance
Kenneth W. Davidson
Encore Medical Corporation
September 26, 2005
Page 1