SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

March 23, 2005

Via Facsimile and U.S. Mail

James Hennen
Chief Financial Officer
Vascular Solutions, Inc.
6464 Sycamore Court
Minneapolis, Minnesota  55369

	Re:	Vascular Solutions, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
			Filed February 10, 2005
		File No. 0-27605

Dear Mr. Hennen:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings 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 comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Item 9A.  Controls and Procedures - Page 32

Evaluation of Disclosure Controls and Procedures - Page 32

1. We note your disclosure that your "the Chief Executive Officer
and
Chief Financial Officer concluded that, as of the end of the
period
covered by this report, [your] disclosure controls and procedures
were effective in timely alerting them to the material information
relating to [the company] (or [your] consolidated subsidiaries)
required to be included in the reports [you] file or submit under
the
Exchange Act."  The language that is currently included following
your conclusion that your disclosure controls and procedures are
effective appears to be superfluous, since the meaning of
"disclosure
controls and procedures" is established by Rule 13a-15(e) of the
Exchange Act.  However, if you wish to include the definition of
disclosure controls and procedures, please revise future filings
to
clarify, if true, that your officers have concluded that your
disclosure controls and procedures are effective to ensure that
information required to be disclosed by the issuer in the reports
that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms and to ensure that information
required
to be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  Refer to
Rule 13a-15(e) of the Exchange Act.

Consolidated Financial Statements - Page 38

Note 10 - Stock Options and Warrants - Page 55

Warrants - Page 56

2. We note your disclosure showing the outstanding warrants and
their
respective expiration dates.  Tell us when and why these warrants
were issued.  Also, tell us how you have accounted for these
warrants
in your financial statements.  Please also revise future filings
as
appropriate to address our comment.

Form 8-K dated January 27, 2005

Exhibit 99.1

3. We do not believe that the presentation of a non-GAAP statement
of
operations is appropriate unless all disclosures required by Item
10(e)(1)(i) of Regulation S-K are included for each separate non-
GAAP
measure.  Please delete this presentation from all future Forms 8-
K.
If you continue to present non-GAAP information, Item 2.02 of Form
8-
K requires that disclosures "furnished" include information that
complies with the disclosure requirements of Item 10(e)(1)(i) of
Regulation S-K.  Accordingly, in addition to the reconciliation
for
each non-GAAP measure, you must also provide statements disclosing
the reasons why management believes presentation of the individual
non-GAAP measures provide useful information to investors
regarding
your financial condition and results of operations.  Those
disclosures should be specific and substantive to each individual
measure.  Please confirm that you will revise your Forms 8-K in
future periods to provide all of the disclosures required by Item
10(e)(1)(i) for each non-GAAP measure presented. Provide us with a
full sample of your proposed disclosure.

4. Your revised disclosures related to the non-GAAP measures
included
in Form 8-K/A filed on January 27, 2005 do not include all of the
disclosures required by paragraph (e)(1)(i) of Item 10 of
Regulation
S-K and Question 8 of the FAQ Regarding the Use of Non-GAAP
Financial
Measures dated June 13, 2003.  Please revise to specifically
include
a discussion, in sufficient detail, of the following for each non-
GAAP measure:

* The substantive reasons why management believes each non-GAAP
measure provides useful information to investors;

* The specific manner in which management uses each non-GAAP
measure
to conduct or evaluate its business;

* The economic substance behind management`s decision to use each
measure; and

* The material limitations associated with the use of each non-
GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.

Your current disclosures are generic and vague and do not provide
the
reader sufficient information to understand each non-GAAP measure.
Your revised disclosure should also address why you believe a
measure
that excludes thrombin expenses, which you have disclosed will be
recurring over the next two years, is useful to investors.

* * * * * * * *

      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 amendment and 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 Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Daniel
Gordon,
the Branch Chief, at (202) 942-2813.

					Sincerely,

					Kate Tillan
					Reviewing Accountant
??

??

??

??

James Hennen
Vascular Solutions, Inc.
March 23, 2005
Page 1

</TEXT>
</DOCUMENT>