SecProbe.io

July 23, 2012
 Via E-mail

Eric Soyer Chief Financial Officer EDAP TMS S.A. 4 Rue du Dauphiné 69120 Vaulx-en-Velin France
 Re: EDAP TMS S.A.
Form 20-F for the Fiscal Year Ended December 31, 2011
  Filed April 26, 2012
File No. 000-29374

Dear Mr. Soyer:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Fiscal Year Ended December 31, 2011

 Item 5. Operating and Financial Review a nd Prospects, Operating Results, page 31

 1. We see that you discuss various measures in  your management’s discussion and analysis
on pages 33 through 36 that adjust your operati ng results to exclude expenses from your
FDA PMA trials.  Please tell us how you c onsidered the guidance in Item 10(e) of
Regulation S-K relating to th e presentation of non-GAAP meas ures in determining that
the disclosures required by that Item were not  required for these measures, including the
reconciliation of a non- GAAP measure to its most direct ly comparable GAAP measure,
the disclosure of the reasons why manageme nt believes the presentation provides useful
information to investors and the additional purposes for which your management uses the
non-GAAP measure.  Alternatively, please revise future filin gs, including any

Eric Soyer EDAP TMS S.A. July 23, 2012 Page 2

 amendments, to include the disclosures requi red by Item 10(e) for these measures and
provide us with a copy of your proposed disclosure.
 Signatures, page 68

 2. We note that your Form 20-F is unsigned.  Pl ease file a full amendment that includes all
required signatures.
 Item 18.  Financial Statements

 Note 31.  Subsequent Significant Events as  of April 26, 2012, (b) Exchange Agreement
regarding the Convertible Debent ures and Warrants, page F-42
 3. Please describe for us in appropriate de tail how you valued and accounted for the
exchange, including a discussion of how the embedded warrant derivatives were treated
upon extinguishment, how the exchange was recorded and provide the calculations
supporting any gain or loss reco rded as part of the exchange.  Please refer to the
appropriate authoritative literatur e which supports your accounting.

4. In future filings, including any amendmen ts, please either delete the pro forma
information, or include all of the pro forma financial information and explanatory notes
required by Article 11 of Regulation S-X.
 Exhibits 12.1 and 12.2

 5. We note that the identification of the certifyi ng individual at the begi nning of the Section
302 certification required by Exhibit 12 of Fo rm 20-F also includes the title of the
certifying individual.  In future filings, in cluding any amendments to your Form 20-F,
please revise the identification of the certi fying individual at th e beginning of the
certification to remove the individual’s title.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Eric Soyer EDAP TMS S.A. July 23, 2012 Page 3

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Kevin Kuhar, Staff Acc ountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters. Plea se contact Tom Jones at  (202) 551-3602 or Geoff
Kruczek at (202) 551-3641 if you have questions on other comments.  In this regard, do not
hesitate to contact me at (202)  551-3671 with any other questions.

         S i n c e r e l y ,

        / s /  K a t e  T i l l a n  f o r                M a r t i n  J a m e s          Senior Assistant Chief Accountant