SecProbe.io

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Mail Stop 6010

      September 19, 2005

Via Facsimile and U.S. Mail

Mr. Fred B. Parks
Chief Executive Officer
Urologix, Inc.
14405 21st Avenue North
Minneapolis, MN   55447

Re:	Urologix, Inc.
	Item 4.02 Form 8-K
      Filed September 19, 2005
	File No. 0-28414

Dear Mr. Parks:

      We have reviewed your filing 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 more
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K dated September 16, 2005

Item 4-02(a). Non-Reliance on Previously Issued Financial
Statements

1. We note that you intend to file restated financial statements.
However, you have not indicated when you intend to do so. Please
tell
us when you intend to file restated financial statements. We may
have
further comment after you file the restated financial statements.
2. Please tell us if your certifying officers have reconsidered
the
effect on the adequacy of your disclosure controls and procedures
as
of the end of the period covered by your Form 10-K for the fiscal
year ended June 30, 2004 and Forms 10-Q for the periods ended
September 30, 2004, December 31, 2004 and March 31, 2005 in light
of
the material error you have disclosed.  Additionally, tell us what
effect the error had on your current evaluation of disclosure
controls and procedures as of your fiscal year end June 30, 2005.

*    *    *    *

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	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 filing;

* 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, please call David Burton at (202)
551-3626.

							Sincerely,

							David Burton
							Staff Accountant

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Mr. Fred B. Parks
Urologix, Inc.
September 19, 2005
Page 3

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