As filed with the Securities and Exchange Commission on September 2, 2005 Registration No. 333-________________

Mark A. Samuels
Chairman, Chief Executive Officer and Director
4955 Avalon Ridge Parkway, Suite 300
Norcross, Georgia 30071
(Name and address of agent for service)

(770) 242-8723
(Telephone number, including area code, of agent for service)

With a copy to:
Lisa A. Stater, Esq.
Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309

CALCULATION OF REGISTRATION FEE

(1) Represents shares of common stock available for issuance under the SpectRx,, Inc. 1995 Stock Plan (the "Plan") as a result of an amendment, approved by the shareholders of SpectRx, Inc. (the "Company") at the Company's annual meeting held on June 2, 2005, increasing the number of shares authorized for issuance from 1,428,572 to 2,428,572.

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, in addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon adjustment due to stock splits, stock dividends and anti-dilution provision, and other adjustment provisions as provided in the Plan.

(3) Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the common stock as reported on the OTC Bulletin Board on August 29, 2005, as the exercise price for the options to be granted in the future and the prices at which shares will be purchased in the future are not currently determinable.

This registration statement registers 1,000,000 additional shares of the Company's common stock, par value $.001 per share, to be issued to participants under the Plan. The contents of the previous registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the "Commission") on June 25, 2001 (Registration No. 333-63758) are incorporated by reference into this registration statement pursuant to General Instruction E to Form S-8 regarding registration of additional securities.

Item 8. Exhibits.

*filed herewith

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on the 2nd day of September 2005.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. Samuels and William D. Arthur, III, and either of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or either of them or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

*filed herewith