SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
  November 30, 2009
Via U.S. Mail and Facsimile to (508) 429-5732

 Thomas McNaughton Chief Financial Officer Harvard Bioscience, Inc. 84 October Hill Road
Holliston, MA 01746

 Re: Harvard Bioscience, Inc.
Form 10-K for the Fiscal-Year ended December 31, 2008
  Filed March 11, 2009
File No. 001-33957

Dear Mr. McNaughton:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at th e end of this  letter.

Thomas McNaughton
Harvard Bioscience, Inc.
November 30, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 9A.  Controls a nd Procedures, page 42

 1. We note that your officers only concluded that your disclosure cont rols and procedures
were effective "in providing reasonable a ssurance that information required to be
disclosed by [you] in reports that [you] file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time period specified in the
SEC's rules and forms."  In your future f ilings, also disclose whether your officers
concluded that your disclosure c ontrols and procedures were al so effective to ensure that
information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communi cated to your management, including your
chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  Please note that this comment also applies to your effectiveness conclusions in your quarterly reports.
 2. We note your disclosure that there "have been no significan t changes in the Company’s
internal controls over fina ncial reporting during the qua rter ended December 31, 2008
that would materially affect, or  are reasonably likely to materi ally affect [y]our internal
controls over financial reporti ng."  To the extent that you r disclosure was provided to
address Item 308(c) of Regulation S-K which requires disclosure of any change that
occurred during the quarter that materially affected , or is reasonably likely to materially
affect, your internal control over financial re porting, please note that the need for
disclosure is not limited to si gnificant changes that could aff ect your internal control over
financial reporting subsequent to the da te of your evaluation.  Please correct the
disclosure in future filings to address all changes or advise us.

Financial Statements, page F-1

Balance Sheet, page F-3

3. We note that you reflect a line item for goodwill and other indefinite lived intangible
assets on the balance sheets.  In future filings , please revise to sepa rately state the amount
of goodwill on the face of your ba lance sheet consistent with  paragraph 350-20-45-1 of
FASB ASC (formerly pa ragraph 43 of SFAS 142).

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.

Thomas McNaughton
Harvard Bioscience, Inc. November 30, 2009 Page 3
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at (202) 551-
3604 if you have questions regarding comments on th e financial statements and related matters.
Please contact Ruairi Regan at (202) 551-3269 or Tim Buchmiller  at (202) 551-3635 if you have
questions on other comments.  In this regar d, do not hesitate to contact Jeffrey Jaramillo,
Accounting Branch Chief, at ( 202) 551-3212 with any questions.

         S i n c e r e l y ,                     K a t e  T i l l a n          Assistant Chief Accountant