SecProbe.io

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      June 8, 2005
Mail Stop 6010

James D. Merselis
Hemosense, Inc.
651 River Oaks Parkway
San Jose, California 95134
Re:	Hemosense, Inc.
Amendments No. 2 and 3 to Registration Statement on Form S-1
Filed May 31, 2005 and June 3, 2005
File No. 333-123705
Dear Mr. Merselis:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 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.
Government Regulation - Page 47
1. We note the new disclosure on page 49 and in the risk factors
section regarding the recently completed FDA inspection, the
company`s receipt of an FDA Form 483, the possibility that the
company will receive an FDA warning letter, and the potential
consequences if the company becomes the subject of an FDA
enforcement
action.  Please include appropriate disclosure regarding these
issues
in the Summary of the prospectus.  Please also expand your
disclosure
on page 49 to include the following:
* An explanation as to why Medical Device Reports were not timely
submitted to the FDA in connection with six of the seven
complaints
that the inspector reviewed claiming that your INRatio device took
inaccurate readings.
* Disclosure regarding the total number of complaints that you
have
received to date alleging that your INRatio device took inaccurate
readings.
* An explanation of the nature of the complaints that you have
received alleging that your INRatio device took inaccurate
readings,
given the quality control tests incorporated into your test strips
and your disclosure that the INRatio meter does not display
potentially incorrect test results.
* An explanation of the procedure employed to calibrate your test
strips.
* Clarification regarding the date in June 2005 on which you
expect
to submit a response to the FDA regarding the issues raised in the
Form 483 and, to the extent known or determinable, a summary of
your
anticipated response.
Please note that we may have further comment about your disclosure
and/or the potential need for recirculation of a preliminary
prospectus once we have had the opportunity to review your
response
to this comment.

Underwriting - Page 72

2. We note your revisions to the plan of distribution and your
response to prior comment 10.  However, because prospective
investors
may be allowed to place orders online, please confirm that, if
true,
the underwriters will also obtain a representation from each
member
of the syndicate or selling group that any member engaging in the
electronic offer, sale or distribution of securities in connection
with this offering will follow procedures for electronic
distributions previously cleared with the staff.

Exhibit 5.1

3. We note counsel`s assumption that the shares will be issued and
sold "in accordance with the resolutions adopted by the Board of
Directors of the Company."  Please revise the corpus of the
opinion
to state, if true, that the issuance of the shares has been duly
authorized by the board of directors of the company.  Please also
revise to clarify that "resolutions adopted by the Board of
Directors" only refers to resolutions authorizing the issuance of
the
shares previously adopted by the board and any future resolutions
of
the board or a pricing committee relating to the pricing of the
shares.
*          *          *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
       You may contact Dennis Hult at (202) 551-3618 or Jay Webb,
Reviewing Accountant, at (202) 551-3603 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Mary Beth Breslin at (202) 551-3625 or me at (202)
551-3607 with any other questions.
Sincerely,

David Ritenour
Special Counsel
cc (via fax):	Michael J. Danaher, Esq.
		David J. Saul, Esq.
      David B. Crawford, Esq.
      Wilson Sonsini Goodrich & Rosati, P.C.

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James D. Merselis
Hemosense, Inc.
June 8, 2005
Page 1

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