21860 Burbank Blvd.
North Building, Suite 380
Woodland Hills, CA 91367
Tel 818-888-4380
Fax: 818-888-4385

                                                                November 9, 2005

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Mr. Praveen Kartholy, Staff Accountant

      RE:   ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
            FILED ON JUNE 21, 2005 BY SPO MEDICAL INC. (THE "COMPANY"),
            FILE NO. 000-11772

Dear Mr. Kartholy:

         Reference is made to the letter dated August 23, 2005 (the "Comment
Letter") from the Division of Corporation Finance of the U.S. Securities and
Exchange Commission (the "Commission") to the Company relating to the Annual
Report on Form 10-KSB for the year ended December 31, 2004 (the "Form 10-KSB")
filed by the Company on June 21, 2005.

         Set forth below are Company's responses to the issues raised in the
Comment Letter. The numbered paragraphs below correspond to the numbered
paragraphs of the Comment Letter.

FORM 8-K FILED APRIL 27, 2005

         1. The Company is filing today (November 9, 2005) an amendment to its
Current Report on Form 8-K filed on April 27, 2005 that includes the audited
financial statements of SPO Medical Equipment Ltd., the accounting acquirer
("SPO Ltd."), for the fiscal year ended December 31, 2004 as well as the
comparative information for the prior fiscal year and reviewed financial
information of SPO Ltd. for the quarter ended March 31, 2005, and pro forma
information depicting the effects of the acquisition for the fiscal year ended
December 31, 2004 and the interim period ended March 31, 2005. The amendment
will address the points raised by you in the Comment Letter.

         The acquisition will result in a change in the auditors of the Company
and, accordingly, the Company anticipates filing, prior to the filing of the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005, a
separate Current Report on Form 8-K relating to the disclosures required by Item
304 in connection with the change in auditors.

         The fiscal year for each of the Company and SPO Ltd. ends on December
31. The Company has made no change in fiscal year from that used by the legal
acquirer prior to the acquisition.

FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

         2. The Company anticipates filing its Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2005, as well as the Quarterly Report on Form
10-QSB for the quarter ended September 30, 2005, as soon as possible but in any
event by December 15, 2005.

         The Company hereby acknowledges that: (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the filings; (ii) 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 (iii) 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.

         I trust that the foregoing addresses the issues raised in the Comment
Letter. Please do not hesitate to contact Lawrence Kallaur, counsel to the
Company, at (202) 365-9273 if we can be of further assistance.


                                                     Very truly yours,

                                                     /s/ Jeffrey Feuer
                                                     Jeffrey Feuer
                                                     Chief Financial Officer