SecProbe.io

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November 4, 2004

VIA EDGAR AND FACSIMILE

Mr. Daniel Gordon
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

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

Dear Mr. Gordon:

We are in receipt of your letter dated October 21, 2004 and would like to
provide responses to the comments therein as follows.

COMMENT #1:

      Item 6. Selected Financial Data - Page 20

      In the 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.

Company Response to Comment #1:

      In all future 10-K filings, Kensey Nash will, where necessary, incorporate
      footnotes to our Selected Financial Data table to disclose any matters
      that materially affect comparability across the years presented, as
      required under Item 301 of Regulation S-K.

COMMENT #2:

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

      Overview - Page 21

      In future filings, please consider focusing your discussion in the
      "Overview" section of MD&A to address the following:

          o    the most important themes or other significant matters with which
               management  is concerned  primarily in  evaluating  the company's
               financial condition;

          o    further  insight  into  material  opportunities,  challenges  and
               risks; and

          o    a  business  analysis  of  the  company's  approach  to  specific
               challenges and opportunities that lie ahead.
<PAGE>

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

Company Response to Comment #2:

      While we believe we have addressed the most important themes and other
      significant matters within the Overview section of our MD&A, in all future
      filings, we will reevaluate our discussion to ensure that it is a thorough
      overview. We will also add further insight into material opportunities,
      challenges and risks of the Company as well as a business analysis of
      management's approach to these opportunities and challenges.

COMMENT #3:

      Financial Statements

      Consolidated Balance Sheets - Page F-2

      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).

Company Response to Comment #3:

      In all future filings, the Company will state separately, either in the
      balance sheet or in the notes to the financial statements, any item
      included within accrued liabilities which is in excess of 5% of the total
      current liabilities figure presented on the face of the financial
      statements.

COMMENT #4:

      Financial Statements

      Note 1. Summary of Significant Accounting Policies; Inventory - Page F-8

      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.

Company Response to Comment #4:

      The Company does perform an evaluation of inventory balances for
      impairment related to obsolete or slow moving items. Such evaluation
      resulted in adjustments to inventory of $43,215 and $86,637, at June 30,
      2004 and 2003, respectively, immaterial to the inventory balance and the
      financial statements taken as a whole. We described our methodology for
      evaluation of inventory balances for impairment within the Critical
      Accounting Policies section of the MD&A (page 22) as follows:

         "Adjustments to inventory are made at the individual part level for
         estimated excess, obsolescence or impaired balances, to reflect
         inventory at the lower of cost or market. Factors influencing these
         adjustments include: changes in demand, rapid technological changes,
         product life cycle and development plans, component cost trends,

<PAGE>

         product pricing, physical deterioration and quality concerns. Revisions
         to these adjustments would be required if any of these factors differ
         from our estimates."

      In all future filings, we will include this description of management's
      policy for the review of inventory for obsolescence in the footnotes to
      the financial statements.

COMMENT #5:

Financial Statements

Revenue Recognition - Page F-9

      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.

Company Response to Comment #5:

     The Net Sales line item of the income statement is net of our sales returns
     allowance and discounts. The Company manufactures custom medical products
     for its customers which are subject to return only for failure to meet
     customer specifications. The Company only offers discounts on its TriActiv
     sales in Europe.

     At June 30, 2004 our allowance for sales returns and discounts was $50,219
     (.01% of sales, immaterial to the annual sales figure). We will revise
     future filings to include disclosure of the definition of net sales, as
     well as the amount of our allowance for sales returns and discounts, if
     material.

COMMENT #6:

Financial Statements

Revenue Recognition - Page F-9

     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.

Company Response to Comment #6:

      We record our receipts under our government grants as revenue due to the
      nature of the terms of the contracts. All grants that have been recorded
      on this line item in the income statements of Kensey Nash Corporation have
      been government programs under which the government (National Institute
      for Standards and Technology; Advanced Technology Program and the National
      Institute of Health) funds the research of high risk, enabling
      technologies. Kensey Nash Corporation has entered into three such programs
      dating back to September 1999. The program reflected in the income
      statement for fiscal year 2004 is an award for the research of a synthetic
      vascular graft and expired in September of 2004.
<PAGE>

      The only objective of our contracts with the government (referred to as
      "awards") is to support the development of our novel technologies within
      the U.S. There is no repayment feature or any obligation of the Company to
      repay any amounts received under these programs. The Company essentially
      exchanges research and development services for the funds received from
      the government. The Company is obligated to perform the research and
      development to which we committed in the initial application for and
      approval of the grant and to make the results of such research available
      to the U.S. government.

      SFAS 68, Research and Development Arrangements, refers contractual
      arrangements under which the enterprise receiving the funds is
      contractually obligated to repay the amounts at some time in the future.
      There are no such features to our grants with the government. In addition,
      the SCOPE section of SFAS 68 states that the reporting of
      government-sponsored research and development is not addressed within SFAS
      68.

COMMENT #7:

Financial Statements

Note 9. Consulting Contracts - Page F-15

      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.

Company Response to Comment #7:

      The options issued to non-employees of Kensey Nash Corporation represent
      consulting arrangements under which the non-employees were granted options
      to purchase the Company's stock in exchange for consulting services to be
      performed over a future period. The options were issued at the fair market
      value on the date of grant. The periods of future service were five years
      and two years. Paragraphs 92 - 95 of SFAS 123, while entitled "Prepaid
      Compensation" refer almost entirely to options granted to employees of the
      Company. However, an excerpt from paragraph 93 reads:

       "....unlike most other amounts paid to suppliers before services are
      performed, the proposed prepaid compensation for non-vested stock-based
      employee compensation did not meet the definition of an asset in paragraph
      25 of Concepts Statement 6, which defines asset as "probable future
      economic benefits obtained or controlled by a particular entity as a
      result of past transactions or events". Prepaid fees for legal services,
      consulting services, insurance services, and the like represent probable
      future economic benefits that are controlled by the entity because the
      other party to the transaction has entered into a contract to provide
      services to earn the fees. The service provider is not entitled to walk
      away from its obligation to render the services that are the subject of
      the contract by merely foregoing collection of the fee for services not
      rendered."

      From this paragraph, we interpret that a contract for consulting services
      to be performed over a future period of time, whether paid in cash or
      equity, should be classified as an asset. The asset should then be
      expensed over the period during which the services are to be provided (as
      called for by the contracts).
<PAGE>

COMMENT #8:

Financial Statements

Note 15. Restricted Stock - Page F-18

      Tell us and expand your disclosure in future fillings to address the
      following:

          o    Please further define the term "outside directors"

          o    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.

          o    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?

Company Response to Comment #8:

          o    The term "outside  directors" refers to the non-employee  members
               of our board of directors.

          o    The shares  were  issued  under the  Employee  Plan.  Footnote 14
               should have stated that awards under the plan as of June 30, 2004
               consisted of both stock  options and 11,580  shares of restricted
               stock.

          o    There were a total of 11,580 shares  granted in December of 2003.
               The shares vest in three equal annual increments,  based upon the
               achievement  of certain  performance  criteria and the  continued
               service of the board  member on each  anniversary  of the date of
               grant  (December  3,  2003).  The fair value of the  shares  that
               vested during fiscal 2004 was  calculated as the number of shares
               multiplied  by the fair value on the date of grant (3,860  shares
               multiplied by $21.93 or $84,650).  The  presentation of this data
               within the table in  Footnote  15  implies  that this is the fair
               value of all 11,580  shares  granted,  not the 3,860  shares that
               vested.  The Company  will revise the table in future  filings to
               properly present this value.

          o    In addition,  the Company has realized that the proper accounting
               for these restricted shares would have used the fair value on the
               date the performance  criteria were met or achievement was deemed
               "reasonably  probable",  not on the date of grant.  The dates the
               performance  criteria  were met or  deemed  to be  probable  were
               January  29,  2004 and April 20,  2004 when the fair value of the
               shares was $26.74  and  $27.09  per  share,  respectively.  These
               values  result in a total  fair  value  calculation  of  $103,892
               (1,930  shares x $26.74 and 1,930 shares x $27.09).  This results
               in a difference  from our disclosed  value of $19,242,  which the
               company has deemed immaterial but will correct in future filings.

      The Company will modify all future filings to define the term "outside
      director", clarify the disclosure in Footnote 14 and revise the
      presentation of the fair value of shares in each fiscal period.

COMMENT #9:

Financial Statements

Note 16. Earnings Per Share - Page F-18
<PAGE>

      In future filings provide the disclosures required by paragraph 40 (c) of
      SFAS 128.

Company Response to Comment #9:

      Paragraph 40 (c) of SFAS 128 calls for disclosure of all securities that
      could potentially dilute basic EPS in the future that were not included in
      the computation of diluted EPS because to do so would have been
      antidilutive for the period(s) presented. If applicable, the Company will
      provide the disclosures required by paragraph 40 (c) of SFAS 128 in all
      future filings or state that there are no such securities.

In reference to all responses above, the Company is aware that:

          1)   the Company is  responsible  for the adequacy and accuracy of the
               disclosure in the filings;

          2)   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

          3)   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.

To the extent applicable, all changes in disclosure in response to the staff
comments will be complied with in future or amended filings made pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934.

We believe this letter fully responds to your questions. However, if there are
any further questions please contact me at (610) 594-7156 or at the address on
record for Kensey Nash Corporation.

Sincerely,

Wendy F. DiCicco
Chief Financial Officer

cc:      Julie Sherman, U.S. Securities and Exchange Commission
         Martin James, U.S. S