SecProbe.io

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Mail Stop 0306

October 21, 2004

VIA U.S. MAIL AND FAX (610) 458-1007

Ms. Wendy F. Dicicco
Chief Financial Officer
Kensey Nash Corporation
Marsh Creek Corporate Center
55 East Uwchlan Avenue
Exton, Pennsylvania 19341

	Re:	Kensey Nash Corporation
		Form 10-K for the year ended June 30, 2004
File No. 000-27120

Dear Ms. Dicicco:

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 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 June 30, 2004

Item 7. Management`s Discussion and Analysis of Financial Condition
and Results of Operations

Selected Financial Data - Page 20

1. In future filings please revise to include footnotes to your
selected financial data table disclosing any matters that materially
affect comparability across the years presented.  See Item 301 of
Regulation S-K.

Overview - Page 21

2. In future filings, please consider focusing your discussion in the
"Overview" section of MD&A to address the following:
* the most important themes or other significant matters with which
management is concerned primarily in evaluating the company`s
financial condition;
* further insight into material opportunities, challenges and risks;
and
* a business analysis of the company`s approach to specific
challenges and opportunities that lie ahead.

Refer to SEC Release Nos. 33-8350, 34-48960, and FR-72.

Financial Statements

Consolidated Balance Sheets - Page F-2
3. We note that accrued expenses comprise approximately 68% of total
current liabilities.  In future filings, please state separately, in
the balance sheet or in a note, any item, included in accrued
liabilities, which is in excess of 5 percent of total current
liabilities in accordance with Regulation S-X Article 5-02(20).

Note 1. Summary of Significant Accounting Policies

Inventory - Page F-8

4. We noted there does not appear to be an allowance for obsolete or
slow moving inventory. Tell us and disclose in future filings
management`s policy for reviewing inventory for obsolescence and the
related accounting for items identified as slow moving or obsolete.

Revenue Recognition - Page F-9

5. We note that the company combines all of the biomaterials and
TriActiv System sales as "net sales" on the consolidated statements
of income.  However, it is not clear what these sales are net of
(i.e. returns, discounts, etc.). Please tell us and clarify in future
filings.
6. We noted that you record amounts received under various grants as
research and development revenue. Please supplementally explain why
you have recorded such amounts as revenue and cite the accounting
literature on which you relied. In addition, please expand your
discussion to address SFAS 68 and any obligations you have related to
these grants.

Note 9. Consulting Contracts - Page F-15

7. We noted that the company issued stock options to non-employees on
two occasions, October 2002 and July 2003.  Supplementally, please
explain why you recorded a prepaid asset rather than accrue the
expense as the services were provided and expense the related amounts
over the vesting period of the options.  For reference see paragraphs
92-95 of SFAS 123.

Note 15. Restricted Stock  - Page F-18

8. Tell us and expand your disclosure in future filings to address
the following:
* Please further define the term "outside directors".
* Clarify the plan under which these instruments were issued, we
noted Footnote 15 states they were awarded under the Employee Plan,
however, Footnote 14 states as of June 30, 2004, awards under the
Employee Plan consist solely of stock options.
* Also, supplementally explain how the company calculated the
compensation expense related to the restricted stock issued in 2004.
You disclose that the fair value of the shares granted equals
$84,650.  How was this amount determined?

Note 16. Earnings Per Share - Page F-18
9. In future filings provide the disclosures required by paragraph
40(c) of SFAS 128.

*    *    *    *

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
Ms. Wendy F. Dicicco
Kensey Nash Corporation
October 21, 2004
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