SecProbe.io

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Mail Stop 0306

March 9, 2005

VIA U.S. MAIL AND FAX (978) 762-8908

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

	Re:	Medwave, Inc.
		Form 10-K for the year ended September 30, 2004

Dear Mr. O`Malley:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
in future filings 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
filings.
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-K for the year ended September 30, 2004

Item 7A. Quantitative and Qualitative Disclosures About Market
Risks
- Page 33

1. We noted that approximately 20%, 42% and 33% of the company`s
sales in fiscal years ended September 30, 2004, April 30, 2003 and
April 30, 2002 were to customers outside the United States. In
addition, we noted that you maintain supplier agreements with
international companies. Please tell us why you do not believe the
company is subject to any market risks given your business with
international customers.

Note 3. Summary of Significant Accounting Policies

Product Warranty Costs - Page 42

2. We noted that the company provides warranties to customers,
which
require the company to repair or replace defective products.
Please
revise future filings to provide the disclosures required by
paragraph 14 of FIN 45. Alternatively, tell us why you believe
such
disclosures are not required.

Form 10-Q for the period ended December 31, 2004

General

3. Please revise future filings to include and prominently
disclose
the information required by paragraphs 46 - 48 of SFAS 123 in the
footnotes to the financial statements as required by paragraphs
2(e)
and A23 of SFAS 148. We noted that this information is currently
included in Management`s Discussion and Analysis.

Item 4. Controls and Procedures - Page 13

4. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "in ensuring that
material information relating to the Company is made known to the
certifying officer by others within the Company during the period
covered by this report." The language that is currently included
after the word "effective" in your disclosure appears to be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
However, if you do not wish to eliminate this language, please
revise
in future filings so that the language that appears after the word
"effective" is substantially similar in all material respects to
the
language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  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 the filings;
?	staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      You may contact Julie Sherman, Staff Accountant, at (202)
824-
5506 or me at (202) 942-2813 if you have questions.  In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.

							Sincerely,

							Daniel Gordon
							Branch Chief
Mr. Timothy J. O'Malley
Medwave, Inc.
March 8, 2005
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