UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 30, 2007

Electro-Optical Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-51481
(Commission
File Number) 13-3986004
(IRS Employer
Identification No.)

3 West Main Street, Suite 201,
Irvington, New York
(Address of principal executive offices) 10533
(Zip Code)

Registrant’s telephone number, including area code (914) 591-3783

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EX-10.1: Amendment No. 1 to the Amended and Restated Consulting Agreement

 EX-99.1: Press Release

Item 1.01 — Entry into a Material Definitive Agreement

Dr. Gerald Wagner resigned as Acting Chief Operating Officer of the Registrant, effective as of January 30, 2007. In connection with Dr. Wagner’s resignation, the Registrant entered into Amendment No. 1 to Amended and Restated Consulting Agreement (as so amended, the “Agreement”), dated as of January 30, 2007, with Dr. Wagner and Gerald Wagner Consulting LLC (the “Consultant”).

Pursuant to the Agreement, Dr. Wagner resigned as Acting Chief Operating Officer of the Registrant and the Consultant agreed to provide transition services and additional consulting services to the Registrant during the term of the Agreement, which commenced on January 30, 2007 and will end (i) at the option of either the Consultant or the Registrant upon 15 days’ prior written notice or (ii) at any time by mutual agreement of the Consultant and the Registrant.

A copy of the Agreement is filed herewith as Exhibit 10.1.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As discussed above in Item 1.01, Dr. Gerald Wagner resigned as Acting Chief Operating Officer of the Registrant effective January 30, 2007. Dr. Wagner will continue to serve as a consultant to the Registrant pursuant to the Agreement and as a member of the Registrant’s board of directors.

Item 8.01 — Other Events

On January 30, 2007, the Registrant issued a press release announcing the initiation of the pivotal clinical trial for the Registrant’s MelaFind^® product and Dr. Wagner’s resignation as Acting Chief Operating Officer of the Registrant.

A copy of this press release is furnished as Exhibit 99.1 to this report. Exhibit 99.1 is furnished to, but not filed with, the Securities and Exchange Commission. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 — Financial Statements and Exhibits

     (b) Exhibits.

Exhibit
Number	Description
10.1	Amendment No. 1 to Amended and Restated Consulting Agreement dated as of January 30, 2007 by and among the Registrant, Gerald Wagner and Gerald Wagner Consulting LLC
99.1	Press Release of the Registrant dated January 30, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Electro-Optical Sciences, Inc.
Date: January 30, 2007	By:	/s/ Joseph V. Gulfo
		President & Chief Executive Officer
		(Principal Executive Officer)

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
10.1	Amendment No. 1 to Amended and Restated Consulting Agreement dated as of January 30, 2007 by and among the Registrant, Gerald Wagner and Gerald Wagner Consulting LLC
99.1	Press Release of the Registrant dated January 30, 2007

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