SecProbe.io

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      Mail Stop 0510

      May 10, 2005

By U.S. Mail and facsimile

Mr. Robert R. Zic
Principal Accounting Officer
The Female Health Company
515 North State Street, Suite 2225
Chicago, IL	60610

Re:	The Female Health Company
	Form 10-KSB for the year ended September 30, 2004
      File No. 1-13602

Dear Mr. Zic:

      We have reviewed your filings 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Year Ended September 30, 2004

Note 1 - Nature of Business and Significant Accounting Policies -
Revenue Recognition

1. As indicated in your accounts receivable accounting policy, we
note that you offer a right of product returns from customers in
connection with unsold product which has expired or is expected to
expire before it is sold.  Address for us supplementally how you
have
determined that you can reasonably estimate the amount of future
returns as required by paragraph 6f of SFAS 48.  In this regard,
address the factors set forth in paragraph 8 of SFAS 48 and
address
whether those factors impair you ability to make a reasonable
estimate of returns.  In particular, please tell us how you
estimate
the returns of new customers which you have no previous
relationship.
Also tell us what the estimated life of your product is and how
you
determine whether items may be returned due to expiration.
Clarify
in your revenue recognition policy that revenue is recorded net of
such estimated returns.

2. Address for us supplementally and revise your disclosures as
appropriate to address those instances where you have recognized
revenue other than at shipment.

Note 1 - Nature of Business and Significant Accounting Policies -
Earnings per Share

3. In future filings disclose the number of incremental common
shares
issuable upon conversion of your convertible preferred stock or
convertible debt and the exercise of stock options and warrants
that
were not included in diluted earnings per share because their
effect
would be anti-dilutive.  Refer to paragraph 40c of SFAS 128.

Note 1 - Nature of Business and Significant Accounting Policies -
Other Comprehensive Income

4. Tell us supplementally and revise future filings to address the
$249,555 adjustment to other comprehensive loss.  Tell us the
nature
of the adjustment, the terms and parties to the intercompany debt
and
the appropriateness of reflecting this adjustment in other
comprehensive income.

Note 8 - Common Stock - Stock Options Plans

5. As indicated by transactions reflected within your Consolidated
Statements of Stockholders` Equity, we note that you issued stock
through the cashless exercise of stock options and warrants.
Please
address supplementally and revise future filings to clarify your
accounting for stock and warrants granted with cashless exercise
features.  Your response should identify the accounting literature
you relied on and address the guidance in Issue 48 of EITF 00-23:
Issues Related to the Accounting for Stock Compensation under APB
Opinion No. 25 and FASB Interpretation No. 44.

Item 8A. Controls and Procedures

6. We note your statement that the chief executive officer and the
principal accounting officer have concluded that the company`s
disclosure controls and procedures are effective "except as
discussed
below."  Given the exceptions noted, it remains unclear whether
your
chief executive officer and principal accounting officer have
concluded that your disclosure controls and procedures are
effective.
Please revise your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer
and
your principal accounting officer on the effectiveness of your
disclosure controls and procedures.  For example, if true, you can
state that your disclosure controls and procedures are effective
including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified matters.  Or, if true, you can state that given the
identified matters, your disclosure controls and procedures are
not
effective.  You should not, however, state the conclusion in your
current disclosure, which appears to state that your disclosure
controls and procedures are effective except to the extent that
they
are not effective.

7. Disclose in greater detail the nature of the material
weaknesses
identified in your disclosure.  In this regard, also revise to
disclose the specific steps that the company has taken, if any, to
remediate the material weaknesses.

8. Disclose when the material weaknesses were identified, by whom
they were identified and when the material weaknesses began.  In
addition, to the extent that the material weaknesses began prior
to
the fourth quarter of fiscal 2004, disclose whether, in light of
what
they know now regarding the existence of the material weaknesses,
the
officers continue to believe that the financial statements
covering
prior periods are materially correct.

9. We note your disclosure regarding your disclosure controls and
procedures centers around whether the controls were effective in
timely alerting your Chief Executive Officer and Principal
Accounting
Officer to "material information relating to the Company required
to
be included in the Company`s periodic filings."  In future
filings,
please revise your disclosure to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are
effective
to ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and to ensure that information
required to be disclosed by the company in the reports that it
files
or submits under the Exchange Act is accumulated and communicated
to
your management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Otherwise, please simply conclude that your disclosure controls
and
procedures are effective or ineffective, whichever the case may
be.
Address this comment as it relates to your disclosures under Item
4.
Controls and Procedures included in your Form 10-QSB for the
quarter
ended December 31, 2004.

*	*	*

	Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Patricia Armelin, Staff Accountant, at (202) 824-
5563,
Jeanne Baker, Assistant Chief Accountant, at (202) 942-1835 or, in
their absence, to the undersigned at (202) 824-5373.
      .

							Sincerely,

							John Cash
							Accounting Branch Chief

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Mr. Robert R. Zic
May 10, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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