SecProbe.io

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April 1, 2005

Mail Stop 0306

John T. Kilcoyne
President and Chief Executive Officer
Micrus Corporation
610 Palomar Avenue
Sunnyvale, CA 94085

Re:	Micrus Corporation
	Registration Statement on Form S-1
      Filed March 4, 2005
      File No. 333-123154

Dear Mr. Kilcoyne:

      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.

General
1. Please revise your disclosure to make the meanings of all
technical, medical and industry-specific terms clear from the
context
of your discussion.  For example, on page 1, define "cerebral
aneurysm," "bioactive filament," and "embolic coiling," and
explain
the term "growth factors."

Prospectus Cover Page
2. Please remove the "Joint Book-Running Managers" language from
the
cover page.

Prospectus Summary - Page 1
3. The disclosure in the summary should be a balanced presentation
of
your business.  Please balance the disclosure of your strengths
with
a brief discussion of the principal challenges or risks associated
with your company, many of which are identified in your Risk
Factors
section.  Also, where you discuss operating revenues, also discuss
your net losses.  You should specifically highlight the fact that
you
have incurred significant losses since inception.
4. Please provide independent and objective support for your
statements of industry leadership in the Summary section and
throughout the registration statement.  For example, we note
disclosure of your belief on pages 1 and 46 that you are a "the
world`s second largest supplier of embolic coils."
5. Please provide copies of the industry reports, publications,
and
market data cited throughout the registration statement, clearly
marking the relevant sections.  For example, on page 1, you cite a
report published by Frost & Sullivan.  Also tell us whether the
sources of the citied materials have consented to your use of
their
names and data and whether any of the reports were prepared
specifically for your use.
6. Please disclose whether any cited estimates and trial results
were
the result of studies conducted or findings made by your physician
advisors mentioned on page 55.

The Offering - Page 4
7. Please indicate in this section, and in your "Capitalization"
section, that the number of shares authorized for future issuance
under each of your 2005 Equity Incentive Plan and your 2005
Employee
Stock Purchase Plan do not include shares that may be available
for
future issuance pursuant to the automatic increase provisions
relating to such plans.

Risk Factors - Page 7

General
8. Please eliminate the third sentence of the introductory
paragraph
and revise as necessary to include a discussion of all material
risks
in the Risk Factors section.

Our future capital needs are uncertain .... - Page 9
9. We note your disclosure that although you believe current
resources are sufficient to meet your operating requirements for
at
least the next 12 months, you may however seek additional funds.
Please clarify whether you anticipate seeking this additional
capital
within the next 12 months.

Our sales in international markets subject us to foreign currency
.... - Page 13
10. Please disclose the specific countries that give rise to the
enumerated risks in the bulleted list.

If we fail to properly manage our anticipated growth, our business
could suffer. - Page 14
11. If you have experienced any such production difficulties that
resulted in a material adverse impact to your operations or
financial
results in any period for which financial statements are
presented,
please provide appropriate disclosure and tell us how any such
matter
was resolved.  Please provide similar disclosure for any supply
disruption or manufacturing constraints, as discussed on page 16.

We can provide no assurance regarding...the effectiveness of our
internal controls.... - Page 15
12. Please clarify why you believe this risk factor is applicable
to
your company or this offering.  Specifically indicate why you may
not
be able to comply with Section 404.  For example, we note your
disclosure on page 94 that your former auditor, Deloitte & Touche,
reported "certain deficiencies in the design or operation of your
internal control."  If the identified "deficiencies" amount to a
material weakness in internal controls, please provide appropriate
disclosure.

We are dependent on single source suppliers.... - Page 15
13. With a view toward disclosure, tell us how much time you would
need to replace a key supplier.

If interventionalists are unable to obtain sufficient
reimbursement... - Page 15

14. Expand to disclose whether or not third party payors currently
reimburse for your products.

Because of their significant stock ownership.... - Page 21
15. Under this risk factor, please disclose that:
* Pursuant to a shareholders` agreement, three current directors
were
nominated by your principal shareholders; and
* Pursuant to their respective settlement and consulting
agreements,
your former CEO and former Vice President have agreed to vote all
shares for which they exercise voting or dispositive authority in
favor of Board sponsored matters.  Also disclose the number of
shares
for which these gentlemen have voting or dispositive power, taking
into account shares issued upon the exercise of options.

Capitalization - Page 27
16. Revise to remove the caption relating to cash and cash
equivalents from your presentation of capitalization.
17. Please explain in greater the detail the calculation of the
number of shares the warrants issued in February 2005 will be
exercisable into if the initial public offering price is less than
$6.00.

18. We note in this table that as of December 31, 2004, you have
15,184,467 shares of preferred stock authorized and 14,733,391
shares
outstanding.  Explain how you could issue an additional 3,022,375
shares in February and March of 2005 when you did not have enough
shares authorized.

Dilution - Page 29
19. Please expand to quantify the extent to which investors in
this
offering will be further diluted  and how the table at the bottom
of
the page will change assuming exercise of all outstanding stock
options and warrants with exercise prices less than the IPO price.
Also include the dilutive effects of the conversion of the
3,022,375
shares of Series E preferred stock issued in February and March
2005.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation - Page 33

General
20. Revise this filing to expand your discussion of foreign
currency
exchange rate market risk and your interest rate risk to include
quantitative information in accordance with one of the three
disclosure alternatives outlined in Item 305 of Regulation S-K.

Overview - Page 33
21. Please discuss how your history of losses and the expectation
of
losses in the future are expected to impact your ability to
broaden
your product line, expand your sales force and enter the Japanese
market.  We note your disclosure of these endeavors on page 33.

Results of Operations - Page 34

Nine months ended December 31, 2003 and 2004 - Page 34

Revenues - Page 34
22. If material, quantify the portion of your reported revenue
increases that resulted from the decline of the U.S. dollar
against
the foreign currencies in which your international revenues are
denominated.  We note your disclosure on page 44 regarding the
impact
of foreign currency fluctuations on reported revenues.

Operating Expenses - Page 35
23. When citing more than one factor in explaining a significant
change in a financial statement item, the amounts of the
individual
factors cited, including offsetting factors, should be separately
quantified.  We note, for example, the significant increase in
general and administrative expenses for the most recent nine-month
period.  Please apply this comment throughout MD&A.

Liquidity and Capital Resources - Page 41
24. Please update to disclose whether there were borrowings
outstanding under the line of credit as of March 31, 2005.  Also,
revise to disclose, if true, that you are currently in compliance
with the financial condition covenants contained in the credit
agreement.
25. We note your disclosure that you believe your existing
resources
will be sufficient to cover your working capital and capital
expenditure requirements for at least the next 12 months.  We also
note that your line of credit expires in six months.  Please
confirm
that you will be able to satisfy your obligations for at least the
next 12 months without this line of credit, or confirm that you
plan
to extend its term.

Business - Page 46

Industry Overview - Page 48

26. Please discuss in greater detail the products of your
competitors
and any benefits of their products.

Micrus Strategy - Page 49
27. Please discuss in greater detail why Japan appears to account
for
such a large portion of the worldwide portion of cerebral
aneurysms.
Also discuss the difficulties and challenges you are likely to
face
in your attempt to enter the Japanese market.

Products - Page 49

28. Please describe the development status of your microcatheters
and
guidewires mentioned on pages 49 and 52.  Please refer to Item
101(c)(ii) of Regulation S-K.  Also tell us whether you believe
these
devices can be cleared through the FDA 510(k) process.

Sales and Marketing - Page 54
29. Please describe the material terms of your distribution
agreements and tell us why you have not filed all of these
agreements
as exhibits to the registration statement.

Manufacturing - Page 56
30. Please provide brief explanations for the mentioned regulation
standards.  We note, for example, your reference to ISO0001 AND
EN46001.

Patents and Proprietary Rights - Page 56
31. Please discuss the importance and effect of all patents,
trademarks and licenses held.  Please refer to Item 101(c)(1)(iv)
of
Regulation S-K.  Also tell us whether any of the license
agreements,
or all in the aggregate, are material to you.  Finally, please
tell
us why you have not filed these agreements as exhibits.

Competition -Page 58
32. Please describe briefly the principal methods of competition
within your industry, and if known or reasonably available, please
also provide your competitive position relative to your
competitors.
Refer to Item 101(c) (x) of Regulation S-K.

Government Regulation - Page 58
33. Please describe the material terms of your contractual
arrangement with the Japanese ICC and file this agreement as an
exhibit to the registration statement.  Also update us as to the
status of your approval from the MHLW.
34. Additionally, please describe briefly the "significant
changes"
you expect in the regulation of medical devices in Japan, and
specifically discuss whether any such changes are expected to
impact
the level of third-party reimbursement for your procedures.
Legal Proceedings - Page 62

FCPA Investigation
35. Please update us as to the status of the following:
* The DOJ investigation;
* Your establishment of policies and procedures to assure
compliance
with the FCPA and other bribery laws; and
* Any findings made thus far by the independent law firm hired to
monitor your compliance with the terms of the settlement.
36. We note your disclosure that, pursuant to the agreement, the
DOJ
will not prosecute you for your disclosed conduct.  However, it
appears that the DOJ can still prosecute you for violations of
Title
26 of the U.S. Code.  Please revise your disclosure accordingly.
37. Please name the "certain" foreign countries involved and
disclose
whether sales of your products can be barred or suspended as a
result
of your violation of applicable laws in these foreign
jurisdictions.

Executive Compensation - Page 70

General
38. Please update the executive compensation disclosure for the
fiscal year ended March 31, 2005 in your first amendment to the
registration statement.

Employment and Severance Agreements - Page 72
39. We note your disclosure that annual bonuses for Messrs.
Kilcoyne
and Stern are subject to the achievement of mutually agreed upon
goals.  Please briefly describe these goals and tell us whether
they
were achieved in fiscal year 2005.  Also tell us whether this
offering can be considered a "change of control" pursuant to the
employment agreements.
40. Clarify in the first paragraph whether anyone else determines
the
goals in addition to Mr. Kilcoyne.
41. We note your disclosure that Mr. Kilcoyne has an option to
purchase 700,000 shares of common stock at a price to be
determined
by the board of directors.  Please disclose the factors the board
will consider in determining the option exercise price.
42. We note further that pursuant to Note 1 of the Mr. Kilcoyne`s
employment agreement, if the company completes a private financing
greater than $5 million within 12 months from the date of the
employment agreement, Mr. Kilcoyne will receive options to
maintain
his pro rata ownership.  As you have completed a $12 million
private
financing in February 2005, please disclose the additional option
amount Mr. Kilcoyne received to maintain his pro rata ownership.
43. We note that although Mr. Mounier`s employment with the
company
was terminated in November 2004, pursuant to his settlement
agreement, he also received an amount equal to his salary through
February 2005.  Please confirm that this additional compensation,
as
well as the $100,000 Compensation awarded pursuant to the
settlement
agreement, will be included in your revised compensation table.
44. Please disclose the fact that, pursuant to their respective
settlement and consulting agreements, Messrs. Mounier and Mertens
have agreed to vote all shares for which they exercise voting or
dispositive authority in favor of Board sponsored matters.

45. Please disclose the amounts paid to Mr. Mertens pursuant to
the
consulting agreement.  We also note that the consulting agreement
can
be extended.  Please tell us whether you have or plan to extend
the
agreement.

Employee Benefit Plans - Page 73

2005 Equity Incentive Plan - Page 74

Stock Awards - Page 76
46. Please describe briefly the "special event[s]" pursuant to
which
the Administrator may grant stock awards.  We refer you to your
disclosure on page 76.  Also, please define such capitalized terms
as
"Award Shares."
Adjustments on Merger or Change in Control - Page 76
47. Please disclose the fact that the board of directors has broad
discretion in defining an event as a "change of control" under the
2005 Equity Incentive Plan, and can define an event as a "change
of
control" either before or after the event occurs.  Also consider
whether risk factor disclosure regarding the board`s discretion
would
be appropriate.

Certain Relationships and Related Party Transactions - Page 80

General
48. Please include in this section a discussion of all related
party
transactions disclosed in Note 4 to the financial statements.
Also
file your agreement with Getz Bros. Co. Ltd. as an exhibit to the
registration statement.
49. Please include in this section a discussion of the material
terms
of Amended and Restated Stockholders` Agree