UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported): July 14, 2009

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

(Former name or former address, if changed since last report.)

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))

Item 1.01 — Entry into a Material Definitive Agreement

On July 14, 2009, Electro-Optical Sciences, Inc. (the “Company”) entered into a seven year lease agreement for 19,957 square feet of office and laboratory space in Irvington, New York, replacing the 10,300 square feet of space currently occupied by the Company. The new lease will take effect no later than January 1, 2010. The Company will continue to occupy space under the building leases in effect as of June 2009 until the new space is ready for occupancy.

The annual rent for the 16,382 square feet of office space will be $311,258 during the first year of the lease, $337,469 during the second year, $364,500 during the third year, $392,349 during the fourth year and $408,730 during the fifth through seventh years, subject to adjustment based upon any increases in the Consumer Price Index during the last three years of the lease. In addition, the Company will pay annual rent for the 3,575 square feet of laboratory and additional office space of initially $42,000, commencing upon the earlier of the Company’s receiving FDA approval for MelaFind® or December 31, 2010, and increasing during the term of the lease to approximately $47,000, plus any adjustment due to increases in the Consumer Price Index during the last three years of the lease.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
10.1	Agreement of Lease, dated as of July 14, 2009, by and between Stanford Bridge LLC and Electro-Optical Sciences, Inc.

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: July 14, 2009	By:	/s/ Richard I. Steinhart
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
10.1	Agreement of Lease, dated as of July 14, 2009, by and between Stanford Bridge LLC and Electro-Optical Sciences, Inc.