SecProbe.io

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Mail Stop 3-09

							November 16, 2004

Emory V. Anderson
President and Chief Executive Officer
Adeza Biomedical Corporation
1240 Elko Drive
Sunnyvale, California 94089

Re:	Adeza Biomedical Corporation
	Registration Statement on Form S-1, Amendment 2
	File Number 333-118012

Dear Mr. Anderson:

	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 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 S-1

Financial Statements For The Three Years Ended December 31, 2003 And
Nine Months Ended September 30, 2004

Notes To Financial Statements

Note 3:  License Arrangements, page F-15

1. We note your disclosure that "Cost of product sales for the nine
months ended September 30, 2004 includes a one-time reduction in
accrued royalties of $2.7 million that ADEZA determined were in excess
of amounts actually due."  It appears you are treating this Accounting
Change, which appears to affect prior period Balance Sheets and
Statements of Operations, as a change in Accounting Estimate.  Further
you state (page 35) that for the nine months ended September 30, 2004,
Royalty costs reduced by $1 million from the same period ended
September 30, 2003.  We have the following comments:

A. Please, supplementally, provide us with a detail of the specific
facts, dates and circumstances leading to this Accounting Change.
Include detail on how Royalties costs were determined in periods prior
to fiscal year 2004, as compared to the current year, explaining the
cause of the one-time $2.7 million adjustment and the $1 million
interim period reduction in fiscal year 2004 Royalty expense as
compared to 2003.
B. Specifically tell us if this adjustment is the result of a
"forgiveness of an existing obligation" or a change in License
agreement terms.
C. Supplementally tell us, citing specific authoritative literature,
how you arrived at the conclusion that the Accounting Change is not a
Correction of an Error in previously issued financial statements, as
described under paragraph 13 of APB 20.
D. Supplementally provide us with a roll-forward table of the changes
in your Balance Sheet line item Accrued Royalties, for all periods
presented, which includes the following: 1) Balance at the beginning
of each period, 2) Increase in the Accrual for each period`s Royalty
expense charged to the Statement of Operations, 3) Decrease in the
Accrual for cash payments made during each period, 4) Adjustments to
the Accrual for each period resulting from an Accounting Change or
other reason, 5) Ending balance in the Accrual for each period
presented.

We may have follow-up comments when this information is reviewed.

Managements` Discussion And Analysis Of Financial Condition And
Results Of Operations

Overview

Cost of product sales, page 33

2. Expand your disclosure here to address the Accounting Change in
Royalty expense.  Explain how Cost of product sales, in dollars and
percent of Revenue, has materially decreased in fiscal year 2004 and
future years, if true, as a result of both a one-time reduction in
Accrued Royalties and ongoing reduction in Royalty expense compared to
prior periods.  Separately disclose the amount of Royalty expense, and
its percentage of Revenues for each period presented and disclose
managements` estimate as to what Royalty expense will be, as a percent
of Revenues, in fiscal year 2004 and 2005 as a result of the
Accounting Change.

Critical Accounting Policies And Estimates, page 34

3. Expand your disclosure here to include a discussion of critical
accounting estimates for Cost of product sales.  Specifically address
factors and uncertainties attributable to the determination of Royalty
expenses.   Include disclosure about the Accounting Change described
on pages 35 and F-15 and provide managements` qualitative and
quantitative disclosures to allow the investor to determine what
impact Royalty expense will have on Cost of product sales and Gross
profit in subsequent periods and years.  Please refer to the SEC`s
Interpretation: Commission Guidance Regarding Management`s Discussion
and Analysis of Financial Condition and Results of Operations [Release
No. 33-8350] as it relates to critical accounting estimates.

*	*	*

	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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact James Peklenk at (202) 824-5343 or Mary Mast at
(202) 942-1858 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 824-5219, Suzanne Hayes at (202) 942-1789, or me at
(202) 942-1840 with any other questions.

							Sincerely,

							Jeffrey Riedler
							Assistant Director

cc:	Sarah A. O`Dowd
	Heller Ehrman White & McAuliffe LLP
	275 Middlefield Road
	Menlo Park, California 94025
Emory V. Anderson
Adeza Biomedical Corporation
November 16, 2004
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