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<SEC-DOCUMENT>0000000000-05-062729.txt : 20060908
<SEC-HEADER>0000000000-05-062729.hdr.sgml : 20060908
<ACCEPTANCE-DATETIME>20051216151323
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-062729
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051216

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILESTONE SCIENTIFIC INC/NJ
		CENTRAL INDEX KEY:			0000855683
		STANDARD INDUSTRIAL CLASSIFICATION:	ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
		IRS NUMBER:				133545623
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		220 S ORANGE AVE
		STREET 2:		LIVINGSTON CORPORATE PARK
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039
		BUSINESS PHONE:		2013793171

	MAIL ADDRESS:	
		STREET 1:		44 KEAN ROAD
		STREET 2:		220 SOUTH ORANGE AVE
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	U S OPPORTUNITY SEARCH INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>


      December 14, 2005



Mail Stop 6010

Leonard Osser
Chief Financial Officer
Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Re:	Milestone Scientific Inc.
	Amendment No. 2 to Registration Statement on Form S-3
	Filed October 31, 2005
	File No. 333-127728
Dear Mr. Osser:
      We have reviewed your December 9, 2005 letter and have the
following comments.  Where indicated, we think you should revise
your
document 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. Please tell us where you have registered your offer of the
shares
underlying the warrants to the investors who purchase the warrants
from the selling security holders.
2. Please expand your response to comment 2 to clarify whether you
are simply removing the legend from existing warrants or are
issuing
warrants with new terms in exchange for existing warrants.  If you
are simply removing the legend, please reconcile your statement
that
the warrants are non-certificated with your statement that the
warrants bear a restrictive legend.


3. It is generally inconsistent with Section 5 of the Securities
Act
to register securities for resale if the private offering of the
securities is not complete.  If investors still can choose to
"surrender their non-public warrants" to you as mentioned in your
response 2, it is unclear why it is appropriate to register the
resale of those warrants at this time.
4. Please expand your response to prior comment 3 to analyze
whether
the holders have offered the securities included in this
registration
statement, regardless of whether the securities have been sold.
If
you cannot determine whether the securities have been offered in
violation of Section 5 of the Securities Act, it is unclear why
you
need not address the potential liability in your document.
	As appropriate, please amend your registration statement in
response to these comments.  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 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 Act
of
1933 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.
      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      If you have any questions please contact Jay Mumford at
(202)
551-3637 or me at (202) 551-3617 with any other questions.
      Sincerely,




								Russell Mancuso
								Branch Chief

cc:	Stephen A. Zelnick, Esq.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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