Mail Stop 6010

      May 5, 2006

Via Facsimile and U.S. Mail

Mr. Jeffrey F. O`Donnell
Chief Executive Officer
PhotoMedex, Inc.
147 Keystone Drive
Montgomerysville, PA   18936


	Re:	PhotoMedex, Inc.
		Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
      File No. 0-11635


Dear Mr. O`Donnell:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for the year ended December 31, 2005

Management`s Discussion and Analysis, page 37

Critical Accounting Policies - Revenue Recognition, page 40

1. We note your disclosures regarding the change in estimate for
unused treatments.  We note that beginning in the fourth quarter
of
2004, you estimate the amount of unused treatments to include all
sales of treatment codes made within the last two weeks of the
period.  Further, you state that had you applied the approach used
in
2003 to estimating unused treatments, your revenues would have
been
decreased by $271,000 for the year ended December 31, 2004.
Please
tell us and revise future filings to explain why recognizing 50%
of
the sales of treatment codes made within the last two weeks of the
period would have resulted in a decrease to your 2004 revenues.
Please note this comment also applies to Note 1 of your
consolidated
financial statements.


Liquidity and Capital Resources, page 54

2. We note your disclosures on pages 64-66 and F-25 regarding
certain
employment agreements.  Please revise your table of contractual
obligations in future filings to include disclosure of amounts
under
these agreements.


Consolidated Statements of Cash Flows, page F-8

3. Please tell us and revise future filings to disclose why you
present cash outflows in 2004 and 2005 on the line "proceeds from
issuance of common stock, net."  Please also tell us what these
amounts are net of.  Finally, tell us why you believe it is
appropriate to present this information on a net basis.  Refer to
paragraphs 11-13 of SFAS 95.


Note 2 - Acquisitions, page F-17

ProCyte Transaction, page F-17

4. We note your acquisition of ProCyte Corporation on March 18,
2005
for $27.5 million.  We further note that as a result of this
acquisition, you recorded goodwill of $13.4 million, which
represents
a substantial portion of total assets as of December 31, 2005.
Please tell us and revise future filings to disclose the primary
reasons for the acquisition, including a description of the
factors
that contributed to a purchase price that resulted in recognition
of
$13.4million of goodwill.  Refer to paragraph 51(b) of SFAS 141.



*    *    *    *


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s 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 company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in
response to our comments on your filing.

      You may contact David Burton, Staff Accountant, at (202)
551-
3626 or me at (202) 551-3643 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Michele
Gohlke,
Branch Chief, at (202) 551-3327.

							Sincerely,


      Kevin L. Vaughn
					  		Reviewing Accountant

Mr. Jeffrey F. O'Donnell
PhotoMedex, Inc.
May 5, 2006
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