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SEC RESPONSE LETTER

 HARVARD BIOSCIENCE, INC.

 84 October Hill Road

 Holliston, Massachusetts 01746

 May 25, 2006

 Via EDGAR

 Mr. Eric Atallah

 Staff Accountant

 Securities and Exchange Commission

 100 F. Street, N. E., Mail Stop 6010

 Washington, D.C. 20549-0306

Re:
Harvard Bioscience, Inc.

 Form 10-K for the
fiscal year ended December 31, 2005

 Form 8-K filed March 2, 2006

 File No. 0-31923

 Dear Mr. Atallah:

 This letter is submitted on behalf of Harvard Bioscience, Inc. (the “Company”) in response to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 filed on March 16, 2006 (the “Form 10-K”) and with respect to the Company’s Current Report on Form 8-K filed March 2, 2006 (the “Form 8-K”), as set forth in the letter dated
April 10, 2006 from the Staff to Mr. Bryce Chicoyne (the “Comment Letter”).

 For reference purposes, the text of the
Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter and we have bolded the headings of our responses thereto.

 In connection with the Company’s response to the Comment Letter, the Company acknowledges that:

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the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commissioner;

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staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings with the
Commissioner; and

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 2

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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.

 Form 10-K for the year ended December 31, 2005

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 25

 Liquidity and Capital Resources, page 30

 Comment No. 1:

 Please tell us and revise future filings to describe how cash flows from
discontinued operations are reflected in your cash flows statements. In addition, revise future filings to describe how the absence of cash flows or absence of negative cash flows, related to the discontinued operations will impact your future
liquidity and capital resources.

 Response to Comment No. 1:

 The Company has elected to combine the cash flows from both continuing and discontinued operations within each category, in accordance with footnote 10
of Statement of Financial Accounting Standard (SFAS) No. 95, Statement of Cash Flows. Accordingly, the Company will modify the introduction to its discussion of liquidity and capital resources in future filings to discuss how the Company
has reflected the cash flows from discontinued operations in our statement of cash flows. In addition, the Company will describe how the absence of cash flows or absence of negative cash flows will impact the Company’s future liquidity and
capital resources, as appropriate.

 Item 9A. Controls and Procedures, page 38

 Comment No. 2:

 We note your
statement that “. . . any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. . .” Please revise future filings to state clearly, if true,
that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level. In the alternative, please remove the reference to the level of assurance of your disclosure controls and procedures in future filings. Please refer to Section II.F.4 of Management’s Reports on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act

Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 3

 Periodic Reports, SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

 Response to Comment No. 2:

 As
requested by the Staff’s comment, the Company intends to include the following disclosure, if true, relating to the conclusions of the Company’s principal executive and principal financial officers regarding the effectiveness of the
Company’s disclosure controls and procedures in future filings with the Commission requiring such disclosure.

 “As required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, we have evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and our management necessarily was required to apply its
judgment in evaluating and implementing our disclosure controls and procedures. Based upon the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that they believe that our disclosure controls and
procedures were effective, as of the end of the period covered by this report, in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.”

 Note 7 - Discontinued Operations, page F-17

 Comment No. 3:

 Please tell us and disclose in future filings, the facts and circumstances leading to the $11.5 million long lived asset impairment and $17.2 million
goodwill impairment, including all significant valuation assumptions. The discussion should not merely state that there was a decrease in revenues and operating profit, but should discuss the reasons why you believe those future cash flows are
decreasing. Also please discuss the expected manner and timing of the disposal as required by paragraph 47(a) of SFAS 144.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 4

 Response to Comment No. 3:

 During the second and fourth quarters of 2005, the Company, with the assistance of third party independent appraisers, used a combination of income and market valuation approaches to develop indications of value for its assets, asset groups
and reporting units within the Capital Equipment Business segment. Although there are many estimates and assumptions included in the valuation approaches used by the Company and its third party independent appraisers, such as expected gross profit
margins, amount of operating expenses, capital expenditures, assumed tax rate, discount rates, and exit multiples, actual and expected revenue was the most significant assumption impacting the valuations. Accordingly, the reduction in the level of
actual and expected revenues described below was the primary cause of the impairment charges recorded by the Company during 2005.

 Prior to
being classified as a discontinued operation, during the second quarter for 2005, the asset groups that comprise the Capital Equipment Business segment experienced a significant decrease in revenues and operating profit margins compared to the
Company’s internal forecasts. The Company believed the decrease in revenues was caused by a general market decrease in demand for capital equipment, excess capacity of certain genomics equipment in the market place, and the failure of markets
for new applications for certain products to develop as previously anticipated. The Company believed that these developments would continue to negatively impact the Capital Equipment Business segment for the foreseeable future and, accordingly, that
future revenues and operating profit margins in this segment would be significantly less than the Company’s prior estimates. These facts and circumstances led to the long-lived asset and goodwill impairment charges recorded during the second
quarter of 2005.

 Subsequent to the Company announcing its plan to sell the Capital Equipment Business segment, and specifically during the
fourth quarter of 2005, certain product lines experienced further declines in revenues. Due to the relative high price and nature of the products sold by Capital Equipment Business segment the Company believed that certain customers, particularly
distributors, were not promoting and purchasing certain products due to the uncertain future of the business. The Company believed that this development would continue to negatively impact the Capital Equipment Business segment for the foreseeable
future and, accordingly, that future revenues and operating profit margins would be less than the Company’s prior estimates. These facts and circumstances led to the long-lived asset and goodwill impairment charges recorded during the fourth
quarter of 2005.

 The Company advises the staff that it currently anticipates it will sell the Capital Equipment Business segment in a
single transaction prior to the end of the third quarter of 2006.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 5

 As requested by the Staff’s comment, the Company expects to include the following disclosure in its Form 10-Q for the quarterly period ended June
30, 2006 with the Commission requiring such disclosure.

 “In July 2005, we announced plans to divest our Capital Equipment Business
segment. The decision to divest this business was based on the fact that market conditions for the Capital Equipment Business segment have been such that this business has not met our expectations and the decision to focus our resources on our
Apparatus and Instrumentation Business segment. As a result, we began reporting our Capital Equipment Business segment as a discontinued operation in the third quarter of 2005. The Company currently anticipates it will sell the Capital Equipment
Business segment in a single transaction prior to the end of the third quarter of 2006.

 Prior to being classified as a discontinued
operation, during the second quarter of 2005, the asset groups that comprise the Company’s Capital Equipment Business segment experienced a significant decrease in revenues and operating profit margins. The Company believed the decrease in
revenues was caused by a general market decrease in demand for capital equipment, excess capacity of certain genomics equipment in the market place, and the failure of markets for new applications for certain products to develop as previously
anticipated. These factors led the Company to revise its expectations of future revenues and operating profit margins for the Capital Equipment Business segment. As a result, with the assistance of third party independent appraisers, the Company
re-evaluated the long-lived assets associated with these asset groups in accordance with SFAS No. 144 and determined that certain intangible assets within these asset groups were impaired as of June 30, 2005. The Company used an income
approach to determine the fair values of the long-lived assets tested for impairment and recorded abandonment and impairment charges within the Capital Equipment Business segment totaling approximately $8.1 million for long-lived assets during the
second quarter of 2005. These abandonment and impairment charges have been classified within discontinued operations for the six months ended June 30, 2005.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 6

 Also, as a result of the factors described above, in accordance with SFAS No. 142, the Company, with the assistance of third party independent
appraisers, re-evaluated the goodwill associated with the Genomic Solutions and Union Biometrica reporting units for impairment as of June 30, 2005. As a result of this goodwill impairment testing, the Company recorded impairment charges within
the Capital Equipment Business segment of approximately $9.3 million for goodwill during the second quarter of 2005. The Company used a combination of an income approach and a market approach to determine the fair value of its Genomic Solutions and
Union Biometrica reporting units. These impairment charges have been classified within discontinued operations for the six months ended June 30, 2005.

 During the fourth quarter of 2005, certain product lines in the Capital Equipment Business segment did not meet the Company’s revenue forecasts and expectations. The Company believes that the further decline in
revenues was due to the relative high price and nature of the products sold by Capital Equipment Business segment which customers, particularly distributors, may not be promoting and purchasing products due to the uncertain future of the business.
This led to a further reduction in the Company’s expectation of future revenues in the Capital Equipment Business segment. As a result, the Company re-evaluated the goodwill included in this segment in accordance with SFAS No. 142, as well
as the fair value of the disposal group in accordance with SFAS No. 144. As a result, an additional goodwill impairment charge of approximately $7.9 million and a write-down of long-lived assets of approximately $3.4 million were recorded
during the fourth quarter of 2005. The Company used a combination of an income and market approaches to determine the fair value of the disposal group.”

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 7

 Form 8-K filed March 2, 2006

 Comment No. 4:

 We see that you present your non-GAAP measures and reconciliation in the form of
a non-GAAP statement of income. This format may be confusing to investors as it also reflects several non-GAAP measures, including non GAAP amortization of intangible assets, non-GAAP total operating expenses, non-GAAP operating income, non-GAAP
income from continuing operations before income taxes, non-GAAP income taxes, non-GAAP discontinued operations, net of tax, non-GAAP net income and non-GAAP basic earnings per share. In fact, it appears that management does not use these non-GAAP
measures but they are shown here as a result of the presentation format. Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the-disclosures required by
paragraph (e)(l)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

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To eliminate investor confusion, please remove the non-GAAP statement of income from all future filings and instead disclose only those non-GAAP measures used by management that
you wish to highlight for investors, with the appropriate reconciliations.

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Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the
appropriateness of this information being included in a document filed with, and not just furnished to, the Commission. At that time, we may request an amendment to the Form 8-K.

 Response to Comment No. 4:

 The
Company historically has presented an adjusted statement of operations, including a number of adjusted line items, in its earnings releases because the Company believes that it provides usef