SecProbe.io

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Mail Stop 0306

March 16, 2005

Mr. Timothy J. O`Malley
President and Chief Executive Officer
Medwave, Inc.
435 Newbury Street
Suite 206
Danvers, Massachusetts 01923

	Re:	Medwave, Inc.
		Registration Statement on Form S-3
      	Filed on March 4, 2005
		File No. 333-123148

Dear Mr. O`Malley:

      This is to advise you that we have reviewed only those
portions
of your registration statement that relate to the comments below.
We
anticipate at this time that no further review of your
registration
statement and the documents incorporated by reference therein will
be
made, other than a review of your responses to the comments
included
in this letter and a review of your responses to the comments we
previously issued on your Annual Report on Form 10-K for the year
ended September 30, 2004.  Please note all outstanding comments on
your registration statement and your Exchange Act reports will
need
to be resolved prior to requesting acceleration of the effective
date
of your registration statement.

      Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate 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.

Registration Statement Fee Table
1. We note from footnote (2) to your registration statement fee
table
that you are registering 574,997 shares of common stock that may
be
issued to the selling stockholders "only if and when such selling
stockholders exercises his, her or its additional investment
rights
to acquire such shares within 180 days of the effective date" of
your
registration statement.  Because the selling stockholders do not
appear to be irrevocably bound to purchase those shares, the
private
placement of those shares does not appear to have been completed
prior to the filing of your registration statement.  Accordingly,
please either remove those shares from your registration statement
or
supplementally provide us with your analysis as to why it is
appropriate to register the resale of those shares at this time.
For
guidance, please refer to Item 3S(b) of the Securities Act section
of
the March 1999 supplement to our Manual of Publicly Available
Telephone Interpretations, which is available on our website at
http://www.sec.gov/interps/telephone/phonesupplement1.htm.

*          *          *

      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 supplemental 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 filings to be certain that they
have provided all information investors require for an informed
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 a 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.

	If you have any questions, please call Tim Buchmiller at
(202)
824-5354 or me at (202) 942-7924.

							Sincerely,

							David Ritenour
							Special Counsel

cc:  	Raymond C. Zemlin, P.C.
	Stephen T. Adams, Esq.
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Mr. Timothy J. O'Malley
Medwave, Inc.
March 16, 2005
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