SecProbe.io

CORRESP
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      Utah Medical Products Correspondence to the SEC July 14, 2005

      July
        14,
        2005

      Kate
        Tillan

      Assistant
        Chief Accountant/ Mail Stop 03-06

      Division
        of Corporation Finance

      U.S.
        Securities and Exchange Commission

      Washington,
        D.C. 20549-0306

      VIA
        EDGAR

      Re:
        Utah
        Medical Products, Inc.

      File
        No.
        001-12575

      Confidential
        Treatment Request

      Dear
        Ms.
        Tillan:

      The
        attached letter is a duplicate of Utah Medical Products, Inc.’s (UTMD) response,
        dated May 12, 2005, to SEC comments on our 10-K for the fiscal year ended
        December 31, 2004, with the exception of certain portions of the earlier
        response that have been redacted in the following version, and correction
        of a
        typographical error in the heading of UTMD’s response to Item 12 (it was
        mistakenly identified as “UTMD response to Item 11.f”).

      UTMD
        respectfully requests that portions identified below of our response dated
        May
        12, 2005 to earlier SEC comments be afforded confidential treatment under
        SEC
        Rule 83 (17 CFR 200.83). We request that the redacted portions of our response
        not be disclosed publicly, including in response to a request under the Freedom
        of Information Act. We further request that our previous correspondence,
        originally submitted May 12, 2005, be replaced by the following redacted
        version
        of that response.

      We
        have
        prepared the attached correspondence in compliance with rules relating to
        confidential treatment requests. The portions redacted are:

                1.

                The
                  2nd
                  paragraph of UTMD’s response to Item 5 on page UTSC
                  0003.

                2.

                UTMD’s
                  entire response to Item 12, starting on page UTSC 0008.

      We
        are
        separately mailing to your attention an un-redacted hard copy of our response,
        highlighting the portions that have been redacted.

      We
        appreciate your help in this important matter. Please contact me at 801-569-4015
        if you are not able to comply with this request for any reason, or if you
        have
        questions.

      Sincerely,

      /s/
        Greg
        A. LeClaire

      Greg
        A.
        LeClaire

      CFO

               UTSC 0001

                Confidential
                  Treatment Requested by Greg A. LeClaire

      May
        12,
        2005

      Kate
        Tillan

      Assistant
        Chief Accountant/ Mail Stop 03-06

      Division
        of Corporation Finance

      U.S.
        Securities and Exchange Commission

      Washington,
        D.C. 20549-0306

      VIA
        FACSIMILE [202-942-9585] and U.S. Mail

      Re:
        Utah
        Medical Products, Inc.

      Form
        10-K
        for the fiscal year ended December 31, 2004

      File
        No.
        001-12575

      Dear
        Ms.
        Tillan:

      Thank
        you
        for your review of Utah Medical Products, Inc. (UTMD’s) filing with the SEC.
        This letter is UTMD’s detailed response to the SEC comments, which will also be
        filed on EDGAR as private correspondence with the SEC. Thank you also for
        reviewing the draft of UTMD’s amended 10-K prior to UTMD’s EDGAR filing of a
        final 10-K/A. As mutually agreed, UTMD will file its final 10-K/A upon
        completion of your review and receipt of your comments of the draft which
        may be
        on a date later than UTMD’s originally planned 10-K/A EDGAR filing date of May
        16, 2005.

      For
        ease
        of reference in the following, I have incorporated the April 14, 2005 comments
        in italics followed by UTMD’s responses.

      Form
        10-K for the Fiscal Year Ended December 31, 2004

      Item
        6. Selected Financial Data — Page15

      1.
        Please revise to include income (loss) from continuing operations and income
        (loss) from continuing operations per common share. See Instruction 2 of
        Item
        301(b) of Regulation S-K and Item 5-03(b)(14) of Regulation
        S-X.

      UTMD
        Response to Item 1:

      UTMD
        has
        made the requested correction in its amended 10-K.

      2.
        We
        note that you provide certain non-GAAP measures in your selected financial
        data
        and MD&A. Please respond to the following comments:

      a.
        We
        note that you have not changed the titles of your non-GAAP financial measures
        reflected in the tables on page 16. Revise to eliminate titles or descriptions
        of non-GAAP financial measures that are the same as, or confusingly similar
        to,
        titles or descriptions used for GAAP financial measures. See Item
        1O(e)(1)(ii)(E) of Regulation S-K.

      UTMD
        Response to Item 2.a.:

      UTMD
        has
        removed the tables in its amended 10-K.

b.
        We
        note that you are eliminating a gain from litigation that was reflected in
        your
        statements of operations in fiscal 2003 and 2004. Please note that non-GAAP
        performance measures should not eliminate or smooth items identified as non-
        recurring, infrequent or unusual, when the nature of the charge or gain is
        such
        that it is reasonably likely to recur within two years or there was a similar
        charge or gain within the prior two years. See Item 1O(e)(l)(ii)(J3) of
        Regulation S-K. Please revise to comply.

                 UTSC 0002

                  Confidential
                    Treatment Requested by Greg A. LeClaire

      UTMD
        Response to Item 2.b.:

      The
        gain
        referred to was extraordinary and as such is a GAAP performance measure.
        The
        outcome of an extraordinary gain, which related to a single litigation event,
        became known and certain in two successive periods. This was not a recurring
        event, and not reasonably likely to recur. The first portion resulted from
        a
        formal judgment, upheld on appeal. The second portion resulted from settlement
        of claims not included in the judgment. Also, please note in our amended
        10-K
        filing that we have separated net income and earnings per share (eps), inclusive
        of extraordinary items, from net income from continuing operations in “ITEM 6 -
        SELECTED FINANCIAL DATA.”

      c.
        When presenting non-GAAP financial measures, you should include for each
        non-
        GAAP measure a quantitative reconciliation (by schedule or other clearly
        understandable method) of the differences between the non-GAAP financial
        measure
        disclosed with the most directly comparable financial measure or measures
        calculated and presented in accordance with GAAP identified in paragraph
        1O(e)(l)(i)(A) of Regulation S-K. Please revise to comply.

      UTMD
        Response to Item 2.c.:

      UTMD
        has
        made the requested correction in the amended 10-K.

      d.
        When presenting non-GAAP financial measures, you should include for each
        non-GAAP measure a statement disclosing the reasons why you believe that
        presentation of the non-GAAP financial measure provides useful information
        to
        investors regarding your financial condition and results of operations, and
        to
        the extent material, a statement disclosing the additional purposes, if any,
        for
        which you use the non financial measure that are not disclosed pursuant to
        paragraph 10(e)(1)(i)(C) of Regulation S-K. See Item 10(e)(l)(i) of Regulation
        S-K. Please revise to comply.

      UTMD
        Response to Item 2.d.:

      “ITEM
        6”
        of UTMD’s 10-K has been modified to include “Income from continuing operations”
        and “Income from continuing operations per common share.” Extraordinary items,
        or items not included in continuing operations, are explained immediately
        following 10-K “ITEM 6 - SELECTED FINANCIAL DATA.” We have added an explanation
        of why Management believes “income from continuing operations” provides a more
        meaningful comparison with prior periods.

      For
“ITEM
        7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS”, UTMD explains why it presented and discussed financial information
        exclusive of the extraordinary items in the first two paragraphs of page
        17.

      e.
        When presenting EBITDA, it should be clear whether you are using EBITDA as
        a
        performance measure, a liquidity measure, or both. Please revise to clarify.
        Also, non-GAAP financial measures that measure cash or “funds” generated from
        operations (liquidity) should be balanced with disclosure of equal or greater
        prominence of the amounts from the statement of cash flows (cash flows from
        operating, investing and financing activities). See footnote 26 of Release
        No.
        33-8 176. If you chose to utilize EBITDA as a performance measure, you should
        reconcile EBITDA to net income as presented in the consolidated statement
        of
        operations under GAAP. See Item 10(e) of Regulation S-K and Questions 14
        and 15
        of the SEC’s “Frequently Asked Questions Regarding the Use of Non-GAAP Financial
        Measures?”

      UTMD
        Response to Item 2.e.:

      UTMD
        has
        removed all EBITDA references in its amended 10-K filing.

                 UTSC 0003

                  Confidential
                    Treatment Requested by Greg A. LeClaire

      Item
        7. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations-Page 17

      3.
        We
        note that you present your MD&A excluding the impact of certain litigation
        gains and reserves. Please note that your MD&A should be presented on the
        basis of your actual results of operations, financial condition, and changes
        in
        financial condition as presented in your audited financial statements and
        include a discussion of any unusual or infrequent events or transactions
        or any
        significant economic changes that materially affected the amount of reported
        income from continuing operations and, in each case, indicate the extent
        to
        which income was so affected. See Item 303 of Regulation S-K. Please revise
        to
        comply.

      UTMD
        Response to Item 3:

      We
        have
        amended the MD&A section to more clearly identify where the financial
        information being discussed is related to “continuing operations” (excluding
        extraordinary items), including a discussion why the comparisons used are
        the
        most relevant. If the financial information being discussed is not identified
        as
        related to “continuing operations” it is based upon actual results of operations
        (inclusive of extraordinary items). The balance sheet and cash flow comparisons
        are based on actual results inclusive of extraordinary items, and the income
        statement comparisons are based on results of continuing operations exclusive
        of
        the extraordinary items.

      4.
        We
        note the discussion of the pending legal proceedings with the FDA on page
        12. We
        also note that the existence of those legal proceedings appears to represent
        a
        material trend or uncertainty that could materially affect the company’s
        financial condition and results of operations. Although we further note that
        you
        have included a discussion of the nature of those proceedings, your responses
        to
        the commencement of those proceedings, and your position with respect to
        the
        allegations made by the FDA in connection with those proceedings elsewhere
        in
        the filing, please revise your MD&A disclosures to include a discussion and
        analysis of the potential impact of those proceedings on the company’s financial
        condition and results of operations. Your expanded disclosures should include,
        among other things, a discussion of the impact on the company should the
        FDA be
        successful in obtaining the relief being sought in those proceedings that
        the
        company be permanently enjoined from manufacturing and distributing medical
        devices until it has demonstrated that it has corrected the alleged deviations
        from compliance with the FDA quality system regulations. Please also similarly
        expand your disclosures that appear on page 12 to include a more complete
        discussion of the nature of the relief being sought. For guidance, please
        refer
        to “Focus on Material Trends and Uncertainties” at Section ffl.B.3 of Release
        No. 33-S 8350 (December 19, 2003).

      UTMD
        Response to Item 4:

      UTMD
        has
        amended the MD&A and ITEM 3. LEGAL PROCEEDINGS sections of the 10-K as
        requested.

      5.
        We
        note your disclosure on page 19 that in 2004 your unfavorable cost trends
        were
        partially offset by lower depreciation expense on fixed assets and “recoveries
        of previous years’ misappropriated funds. You state that you “recognized a
        favorable contribution to gross profit of $180,830 and $241,670 for 4Q 2004
        and
        2004, respectively, as a result of recovery of misappropriated funds that
        had
        reduced gross profit performance in prior years. You also state that your
        audit
        committee “was fully involved in the investigation and resolution of this
        matter.” Please tell us whether or not your auditors were aware of this matter.
        With a view towards disclosure, tell us the nature of the matter, its
        investigation and how and when it was resolved. Clarify whether or not amounts
        are presented in thousands.

      UTMD
        Response to Item 5:

      UTMD
        has
        amended the 10-K to present the amounts correctly in thousands. The respective
        numbers are $181 and $242.

      [********This
        portion of UTMD’s response to Item 5 is redacted******************]

      6.
        We
        note that you disclose two off-balance sheet arrangements for a facility
        operating lease and a parking lot lease. Please tell us why you believe these
        agreements represent off-balance sheet arrangements as defined in Item 303(a)(4)
        of Regulation S-K. In addition, you should provide all of the disclosures
        required by that item for any off sheet arrangements. Please revise to comply.

                 UTSC 0004

                  Confidential
                    Treatment Requested by Greg A. LeClaire

      UTMD
        Response to Item 6:

      UTMD
        has
        removed the off-balance sheet disclosure in its amended 10-K filing because
        they
        are operating leases. There are no off-balance sheet arrangements.

      7.
        Please revise to provide your critical accounting policy disclosures. See
        FR-72
        and SEC Release No. 33-8350.

      UTMD
        Response to Item 7:

      UTMD
        has
        included its critical accounting policy disclosure in its amended 10-K
        filing.

      Item
        9A Contr