Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Noorani Siraj N
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2004
3. Issuer Name and Ticker or Trading Symbol
SPECTRX INC [SPRX]
(Last)
(First)
(Middle)
2785 MAPLE VISTA LN
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAWRENCEVILLE, GA 30044
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,453
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy)   (1) 05/24/2010 Common Stock 1,000 $ 11.25 D  
Employee Stock Options   (2) 10/05/2014 Common Stock 4,000 $ 0.34 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noorani Siraj N
2785 MAPLE VISTA LN
LAWRENCEVILLE, GA 30044
      Chief Accounting Officer  

Signatures

/s/ Siraj N. Noorani 12/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options were granted under the SpectRx, Inc. 1995 Stock Plan. 1/48 of the shares subject to this option are exercisable as of 06/05/2000, and an additional 1/48 of the shares subject to this option are exercisable at the end of each calendar month thereafter until all such shares are exercisable.
(2) These options were granted on 10/06/2004 under the SpectRx, Inc. 1995 Stock Plan. 1/48 of the shares subject to the option shall vest each month and 33% of the shares subject to the option shall vest seven months after the vesting commencement date.

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