October 10, 2019

Todd A. Norbe
President and Chief Executive Officer
BIOLASE, Inc.
4 Cromwell
Irvine, CA 92618

       Re: BIOLASE, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed October 7, 2019
           File No. 333-233629

Dear Mr. Norbe:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to the comment, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 filed on October 7, 2019

General

1.     It appears that the offering of Series E Participating Convertible
Preferred Stock was
       commenced privately. In this regard, we note your disclosure that the
preferred stock is
       being sold directly to existing shareholders who beneficially own, in
the aggregate,
       approximately 60% your outstanding common stock pursuant to a securities
purchase
       agreement and without a placement agent, underwriter, broker or dealer.
Accordingly, the
       offering of preferred stock must be concluded privately. Please remove
the preferred
       stock from the registration statement. By analogy, refer to Securities
Act Sections,
       Compliance and Disclosure Interpretations, Question 239.13 for guidance.
 Todd A. Norbe
BIOLASE, Inc.
October 10, 2019
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin
at 202-551-
3625 with any questions.



                                                           Sincerely,
FirstName LastNameTodd A. Norbe
                                                           Division of
Corporation Finance
Comapany NameBIOLASE, Inc.
                                                           Office of Life
Sciences
October 10, 2019 Page 2
cc:       Michael Carroll, Esq.
FirstName LastName