SecProbe.io

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Mail Stop 03-06

May 9, 2005

Via Facsimile and U.S. Mail

Mr. Michael J. Schuh
Chief Financial Officer
Sonosite, Inc.
21919 30th Drive S.E.
Bothell, WA  98021

	Re:	Sonosite, Inc.
		Form 10-K for the year ended December 31, 2004
      File No. 000-23791

Dear Mr. Schuh:

      We have reviewed your filings 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
documents in 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
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 December 31, 2004

Financial Statements

Notes to Consolidated Financial Statements - Page 47

Note 2.  Summary of Significant Accounting Policies - Page 47

-Revenue Recognition - Page 50

1. We note from your disclosure on pages 4 and 7 that you entered
into arrangements to sell your products through distributors in
2004.
Tell us supplementally the nature and significant terms of these
arrangements with distributors, including any post shipment
obligations, acceptance provisions and return provisions that may
exist and how you account for such obligations.  Also, tell us
supplementally if you grant price concessions to your
distributions
and if so, tell us how you account for price concessions.  Please
expand your policy for revenue recognition to include the
accounting
for distributor arrangements in future filings.

2. Please revise future filings to provide separate disclosure of
revenues from sales of products and revenues from services and
separate the related costs and expenses for products and services
on
your Statements of Operations.  Alternatively, please explain why
you
do not believe this is required.  Refer to the requirements of
Rule
5-03(b)(1) and (2) of Regulation S-X.

3. We note your disclosure that your sales arrangements may
contain
multiple elements, consisting of hardware and software products.
We
also note that previously sales of Sitelink imaging software were
less than 1% of sales and on page 25 you state that sales of
SonoMetric software products since the acquisition have not been
significant.   Further, you state that revenue from the sale of
software related elements in the arrangements is recognized in
accordance with SOP 97-2.  Tell us supplementally if the software
is
"incidental" to your product and therefore, not within the scope
of
SOP 97-2.  Explain to us why you believe the accounting for your
sales arrangements with multiple elements is within the scope of
SOP
97-2.

4. You state for transactions that have undelivered elements for
which you have vendor specific objective evidence of the hardware
and
software products, revenue equal to the total fair value of the
undelivered elements is deferred.  Tell us supplementally how you
determine the fair value on undelivered items for which you do not
have vendor specific objective evidence and how revenue for these
transactions would be recognized.

-Stock-based compensation - Page 51

5. We note you presented a pro forma adjustment of $8.8 million as
additional income that you would have recognized if you had
applied
the fair value recognition provisions of SFAS 123 for stock
compensation in fiscal 2004.  Tell us supplementally and revise in
future filings to clarify why you would have recognized additional
income rather than expense related to these outstanding stock
options
under the fair value provisions of SFAS 123.

Note 12.  Income taxes - Page 60

6. We note that you eliminated the valuation allowance for
deferred
tax assets related to US operations in 2004 primarily as a result
of
current year earnings and your expectation of future profitability
for US operations.  Tell us supplementally and revise here and in
MD&A in future filings to provide an enhanced discussion of the
reasons why you believe at this time that realization of the
deferred
tax assets is more likely than not given your lack of history of
profitability.  Refer to the guidance provided in paragraphs 20-25
of
SFAS 109.

7. Provide to us supplementally and revise future filings to
disclose
the following information in your notes to the financial
statements
for all periods presented:
* The separate components of income (loss) before income tax
expense
(benefit) as either domestic or foreign; and
* The amounts applicable to U.S. federal income taxes, foreign
income
taxes, and to other income taxes stated separately for each major
component of income tax expense, current and deferred.
      Refer to the guidance in Rule 4-08(h) of Regulation S-X.

Item 9A.  Controls and Procedures - Page 67

-(a) Evaluation of disclosure controls and procedures - Page 67

8. We note your statement that your chief executive officer and
your
chief financial officer "have concluded that our disclosure
controls
and procedures were not adequate to ensure that the information
required to be disclosed by us in reports we file or submit under
the
Exchange Act is recorded, processed, summarized, and reported
within
the time periods specified in the rules and forms of the
Securities
and Exchange Commission."  It does not appear that your certifying
officers have reached a conclusion that your disclosure controls
and
procedures are not effective.  Please revise in future filings to
address your officers` conclusions regarding the effectiveness of
your disclosure controls and procedures.

9. Further to the above, please note that the definition of
disclosure controls and procedures is included in Rule 13a-15(e)
of
the Exchange Act.  If you elect to include any language following
your conclusion, please ensure that the language is fully
consistent
with the definition of "disclosure controls and procedures" set
forth
in Rule 13a-15(e) of the Exchange Act.

-(c) Changes in internal control over financial reporting - Page
68

10. We note your disclosure that you have made "no significant
changes in the Company`s internal control over financial reporting
..." Please revise your disclosure in future filings to remove the
word significant and to discuss all changes in your internal
control
over financial reporting that have materially affected, or that
are
reasonably likely to materially affect, your internal control over
financial reporting, as required by Item 308(c) of Regulation S-K.

11. We note your disclosure that in connection with the
implementation of the provisions of Section 404 of Sarbanes-Oxley
that you made various improvements to your system of internal
control
as well as strengthening the income tax provision review control
procedures.  Tell us supplementally and revise in future filings
to
disclose the specific steps you have taken to remediate the
material
weakness identified related to your income tax calculations.  For
instance, please specifically discuss the areas of improvements
that
you have made to strengthen your income tax provision review
control
procedures.  Include discussions of when you expect all
improvements
and corrective actions will be implemented and what actions you
are
taking in the interim to mitigate the weaknesses in the controls.

 					*    *    *    *

      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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 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

* 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 Tara Harkins, Staff Accountant, at (202)
824-
5496 or me at (202) 942-7903 if you have questions regarding these
comments.

							Sincerely,

      Michele Gohlke
							Branch Chief

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Mr. Michael J. Schuh
Sonosite, Inc.
May 6, 2005
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