Mail Stop 6010
      April 11, 2006

By U.S. Mail and Facsimile to (610) 688-3641

Mr. David Berkowitz
Vice President and Controller
Escalon Medical Corp.
565 East Swedesford Road, Suite 200
Wayne, PA 19087

		RE: 	Escalon Medical Corp.
Forms 10-QSB for the quarters ended September 30, 2005 and
December
31, 2005
			File No.   0-20127

Dear Mr. Berkowitz:

      We have reviewed your letter filed on March 21, 2006 and
have
the following comment.  Where indicated, we think you should
revise
your documents in response to this comment.  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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Forms 10-QSB for the quarters ended September 30, and December 31,
2005

1. Please refer to prior comment 6.  In accordance with Item
10(a)(2)(iv) of Regulation SB, a reporting company that is not a
small business company must meet the definition of a small
business
issuer at the end of two consecutive fiscal years before it will
be
considered a small business issuer for purposes of using Form 10-
KSB
and Form 10-QSB.  Since you voluntarily filed non-SB periodic
reports, you can not go back to the small business periodic report
forms if you cannot satisfy the requirements of Regulation SB Item
10(a)(2)(iv).  Please revise your Form 10-QSB for the periods
ended
September 30, 2005 and December 31, 2005 or tell us why such
revision
is not appropriate.


	As appropriate, please amend your Forms 10-QSB for the
quarterly
periods ended September 30 and December 31, 2005, and respond to
this
comment within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment 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 responses to our comments.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

      								Sincerely,

								Angela Crane
      Branch Chief


Mr. David Berkowitz
Escalon Medical Corp.
April 11, 2006
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