SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

(Amendment No. 2)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

_____________________________________________________

PhotoMedex, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

_____________________________________________________

Options to Purchase Common Stock, $0.01 par value

(Title of Class of Securities)

_____________________________________________________

719 358 301

(CUSIP Number of Class of Securities Underlying Options)

_____________________________________________________

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of filing persons)

Dennis McGrath

PRESIDENT AND CHIEF EXECUTIVE OFFICER

PhotoMedex, Inc.

147 Keystone Drive

Montgomeryville, Pennsylvania 18936

(215) 619-3600

_____________________________________________________

Copies of all correspondence to:

Joanne R. Soslow, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

(215) 963-5000

Fax (215) 963-5001

_____________________________________________________

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$152,040	$10.84

* Calculated solely for purposes of determining the filing fee. This amount assumes that a maximum of 28,000 shares of Common Stock of Issuer, having an aggregate value of $152,040 as of December 1, 2010 will be issued pursuant to this offer.  The aggregate value of such shares was calculated based on the closing price of $5.43 of the Common Stock on December 1, 2010.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$10.84
Form or Registration No.:	Schedule TO
Filing party:	PhotoMedex, Inc.
Date filed:	December 2, 2010

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

EXPLANATORY NOTE

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (the “Commission”) on December 2, 2010, as amended by Amendment No. 1 to the Schedule TO filed with the Commission on December 15, 2010, relating to an offer by PhotoMedex, Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Offer”) up to 28,000 shares of Common Stock for options to purchase an aggregate of approximately 69,562 shares of Common Stock of the Company, whether vested or unvested, that were granted under the Company’s 2005 Equity Compensation Plan, the Company’s 2000 Non-Employee Director Stock Option Plan, the ProCyte 2004 Sto ck Option Plan (frozen since December 2005), and the ProCyte 1996 Stock Option Plan (frozen since December 2005) and that have exercise prices greater than $10.00 per share (the “Eligible Options”).  The Exchange Offer is made on the terms and subject to the conditions set forth in the Offer to Exchange Outstanding Options for Common Stock (the “Offer to Exchange”), the Instructions to Election Form and Information Sheet and Election Form and Information Sheet (the “Election Form and Information Sheet”) and the Transmittal Letter, which, as amended or supplemented from time to time, together constitute the offer.

This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.  Copies of the Offer to Exchange, the Election Form and Information Sheet and the Letter of Transmittal dated December 1, 2010 were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.  Copies of the Amendment to the Offer to Exchange, including Annex A, Selected Summarized Financial Data, the Revised Election Form and Information Sheet and the Transmittal Letter, dated December 14, 2010 were previously filed with Amendment No. 1 to the Schedule TO as Exhibits (a)(1)(D), (a)(1)(E) and (a)(1)(F), respectively.

The information in the Offer to Exchange, the Election Form and Information Sheet, the Letter of Transmittal dated December 1, 2010, the Amendment to the Offer to Exchange, the Revised Election Form and Information Sheet and the Transmittal Letter, dated December 14, 2010, including all schedules and annexes thereto, is incorporated in this Amendment No. 2 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 10. Financial Statements.

Item 10 of the Schedule TO, as amended, is hereby amended and supplemented by adding the following:

(a) Financial Information.

The following information is provided under Item 1010(a)(3) (dollars in ‘000s).

	Year ended				3 mos ended				6 mos ended				9 mos ended
	12/31/09		12/31/08		3/31/10		3/31/09		6/30/10		6/30/09		9/30/10		9/30/09
Ratio of earnings to fixed charges		-1.13		-6.28		0.00		-0.03		-0.08		-0.51		-0.27		-0.72
Dollar deficiency	$	10,521	$	11,128	$	3,916	$	3,512	$	5,076	$	6,222	$	6,911	$	8,233

The ratio of earnings to fixed charges for the interim periods provided under Item 1010(c)(4) is provided in a revision to Annex A, Selected Summarized Financial Data, which is an attachment to Exhibit (a)(1)(G).

Item 12. Exhibits.

(a)(1)(A)	Offer to Exchange Outstanding Options for Common Stock, including Schedules A and B*
(a)(1)(B)	Instructions To Election Form And Information Sheet, and Election Form and Information Sheet*
(a)(1)(C)	Transmittal Letter, dated December 1, 2010*
(a)(1)(D)	Amendment to the Offer to Exchange, including Annex A, Selected Summarized Financial Data*
(a)(1)(E)	Revised Instructions To Election Form And Information Sheet, and Election Form and Information Sheet*
(a)(1)(F)	Transmittal Letter, dated December 14, 2010*
(a)(1)(G)	Second Amendment to the Offer to Exchange, including revisd Annex A
(a)(1)(H)	Transmittal Letter, dated December 17, 2010

*Previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

PhotoMedex, Inc.

/s/ Dennis McGrath

President and Chief Executive Officer

Date: December 17, 2010

EX-12.(A)(1)(G)

EXHIBIT (a)(1)(G)

PHOTOMEDEX, INC.

SECOND AMENDMENT TO

OFFER TO EXCHANGE OUTSTANDING OPTIONS FOR COMMON STOCK

THE OFFER EXPIRES AT 12:00 P.M., U.S. PACIFIC STANDARD TIME (“PST”),

ON DECEMBER 31, 2010, UNLESS WE EXTEND THE OFFER

Reference is made to that certain Offer to Exchange Outstanding Options for Common Stock dated December 1, 2010, as amended by the Amendment to Offer to Exchange Outstanding Options for Common Stock dated December 14, 2010 (the “Offer to Exchange”), pursuant to which PhotoMedex, Inc. (the “Company” or “we”) is offering its employees, directors and other third-party service-providers the opportunity to exchange their outstanding stock options with exercise prices greater than $10.00 (the “Eligible Options” or “Eligible Option Grants”) for shares of our Common Stock (the “Common Stock”).  The Company hereby amends the Offer to Exchange as follows:

1.   The second paragraph of Section 18 of the Offer to Exchange is hereby replaced in its entirety with the following:

If at any time we become aware of any jurisdiction within the United States where the making of the Offer violates the law, we will make a good faith effort to comply with the law.  If we cannot comply with the law, the Offer will not be made to, nor will exchanges be accepted from or on behalf of, the option holders residing in that jurisdiction within the United States.

2.   Annex A to the Offer to Exchange is hereby amended and supplemented by adding the following:

Disclosure of the Company’s ratio of earnings to fixed charges, as follows:

	Year ended				3 mos ended				6 mos ended				9 mos ended
	12/31/09		12/31/08		3/31/10		3/31/09		6/30/10		6/30/09		9/30/10		9/30/09
Ratio of earnings to fixed charges		-1.13		-6.28		0.00		-0.03		-0.08		-0.51		-0.27		-0.72
Dollar deficiency	$	10,521	$	11,128	$	3,916	$	3,512	$	5,076	$	6,222	$	6,911	$	8,233

Second Amendment to Offer to Exchange dated December 17, 2010

REVISED ANNEX A

SELECTED SUMMARIZED FINANCIAL DATA

Annex A provides you with selected summarized financial data about the Company that may be useful to you in deciding whether and how to participate in the Offer to Exchange.  The tables of financial data are attached to, and are an integral part of, this revised Annex A.  The tables set forth:

1.           Summarized annual and quarterly financial information;

2.           Loss per common share from continuing operations (basic and diluted);

3.           Net loss per common share (basic and diluted);

4.           Ratio of earnings to fixed charges; and 

5.Book value per share as of the date of the most recent balance sheet.  That book value is $7.12 as of September 30, 2010.

Audited Balance Sheet Data

(At Period End)(in '000s)

	31-Dec 2009		31-Dec  2008
Current assets	$	13,542	$	16,455
Non-current assets		39,626		30,259
Total assets	$	53,168	$	46,714
Current liabilities	$	11,327	$	13,047
Non-current liabilities		18,919		3,985
Total liabilities	$	30,246	$	17,032
Stockholders' equity	$	22,922	$	29,682

Audited Statement of Operations Data

(in '000s except shares data):

	31-Dec 2009		31-Dec 2008
Revenues	$	32,688	$	34,770
Cost of revenues		17,426		16,995
Gross profit		15,262		17,775
Selling, general and administrative		23,083		26,797
Engineering and product development		1,138		1,073
Loss from continuing operations before
interest and other income, net		-8,959		-10,095
Interest income		8		156
Interest expense		-2,379		-1,189
Change in fair value of warrant liability		809		0
Loss from continuing operations		-10,521		-11,128
Income from discontinued operations		0		286
Loss on sale of discontinued operations		0		-449
Net loss	$	-10,521	$	-11,291
Loss per share, basic and diluted
From continuing operations	$	-6.42	$	-7.41
From discontinued operations	$	0.00	$	-0.11
Net loss per share, basic and diluted	$	-6.42	$	-7.52
Shares used in computing basic and diluted
loss per share		1,640,006		1,500,767
Ratio of earnings to fixed charges		-1.13		-6.28
Dollar deficiency	$	10,521	$	11,128

 

Unaudited Balance Sheet Data

(At Period End)

	31-Mar 2010		30-Jun 2010		30-Sep 2010
Current assets	$	12,257	$	14,228	$	14,021
Non-current assets		39,686		38,409		36,973
Total assets	$	51,943	$	52,637	$	50,994
Current liabilities	$	9,835	$	9,864	$	11,184
Non-current liabilities		22,148		21,265		20,058
Total liabilities	$	31,983	$	31,129	$	31,242
Stockholders' equity	$	19,960	$	21,508	$	19,752
Book value per share	$	8.92	$	7.76	$	7.12
Shares outstanding at end of period		2,238,637		2,772,637		2,772,637

Unaudited Statement of Operations Data

(in '000s except shares data):

	3 mos ended				6 mos ended				9 mos ended
	3/31/10		3/31/09		6/30/10		6/30/09		9/30/10		9/30/09
Revenues	$	6,687	$	7,498	$	14,698	$	15,812	$	24,283	$	24,409
Cost of revenues		3,594		3,797		7,680		7,704		13,310		12,585
Gross profit		3,093		3,701		7,018		8,108		10,973		11,824
Selling, general and administrative		5,085		6,700		9,838		13,631		14,458		18,673
Engineering and product development		339		202		619		538		891		850
Loss from continuing operations before
interest and other income, net		-2,331		-3,201		-3,439		-6,061		-4,376		-7,699
Interest expense, net of interest income		-654		-403		-1,539		-1,084		-2,402		-1,739
Change in fair value of warrant liability		-931		92		-98		923		-133		1,205
Net loss	$	-3,916	$	-3,512	$	-5,076	$	-6,222	$	-6,911	$	-8,233
Net loss per share from continuing operations, basic and diluted	$	-1.75	$	-2.34	$	-2.12	$	-4.14	$	-2.74	$	-5.48
Net loss per share, basic and diluted	$	-1.75	$	-2.34	$	-2.12	$	-4.14	$	-2.74	$	-5.48
Shares used in computing basic and diluted loss per share		2,238,456		1,500,835		2,397,620		1,501,236		2,523,838		1,502,683
Ratio of earnings to fixed charges		0.00		-0.03		-0.08		-0.51		-0.27		-0.72
Dollar deficiency	$	3,916	$	3,512	$	5,076	$	6,222	$	6,911	$	8,233

EX-12.(A)(1)(H)

EXHIBIT (a)(1)(H)

To Employees, Directors and Service-Providers of PhotoMedex Eligible to Participate in the Stock Option Exchange Program:

I write to inform you of certain changes to the PhotoMedex Stock Option Exchange Program, which began on December 2, 2010.  Earlier this month, you received a package of materials related to this Exchange Program, followed by an Amendment to the Offer to Exchange, which set forth changes to the Exchange Program.  Enclosed with this letter is a Second Amendment to the Offer to Exchange.

I encourage you to read the Second Amendment to the Offer to Exchange, which includes additional summary financial information regarding the Company that you may find useful in deciding whether to participate in the Exchange Program.

As previously explained, you must submit your Election Form and Information Sheet by 12:00 p.m., PST on December 31, 2010 if you wish to participate in the Exchange Program.  If you have already properly completed and submitted an Election Form and Information Sheet, you need not take any further action unless you wish to alter your election.

The decision to participate in the Exchange Program is a personal one based on your assumptions about a number of factors, including the performance of publicly traded stocks generally, our own stock price and our business.  We cannot advise you on your decision as to whether or not to participate, and there are no guarantees of our future stock performance.  Moreover, we are not encouraging or discouraging your participation.  You should read all of the Exchange Program materials carefully and consult with your personal financial and tax advisors before deciding whether or not to participate.

I am delighted that the Company’s Board of Directors have offered you this choice and I urge you to read all of the Exchange Program materials carefully to come to a decision that is best for you.

Date: December 17, 2010

/s/ Dennis McGrath

President & Chief Executive Officer