SecProbe.io

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Mail Stop 0306
      June 16, 2005

Via U.S. Mail and Facsimile to (310) 657-4879

Scott Hayashi
Chief Financial Officer
Arbios Systems, Inc.
8797 Beverly Boulevard, #206
Los Angeles, California 90048

	Re:	Arbios Systems, Inc.
		Form 10-KSB for the year ended December 31, 2004
		Filed March 30, 2005
      File No. 000-32603

Dear Mr. Hayashi:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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-QSB for the period ended March 31, 2005

Financial Statements

Note 2.  Stock-Based Compensation, page 6

1. We note that you use the Black Scholes option-pricing model in
determining the fair value of the non-employee stock-based
compensation.  In future filings please also disclose the
significant
assumptions used in applying that model for any stock-based
compensation paid to non-employees.

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 8

Critical Accounting Policies

Patents, page 9

2. If you attribute a valuation to a third party expert, then the
expert should be named and their consent included in any
registration
statement incorporating the related financial statements.
Alternatively, future filings should present disclosure about
valuation methods and to the extent important to an understanding
of
a valuation, significant assumptions.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

	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 required under the Securities
Exchange Act of 1934 and 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 Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3605 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Brian
Cascio,
Branch Chief, at (202) 551-3676.

							Sincerely,

							Gary Todd
							Reviewing Accountant

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Mr. Scott Hayashi
Arbios Systems, Inc.
June 16, 2005
Page 3

Mr. Scott Hayashi
Arbios Systems, Inc.
June 16, 2005
Page 2

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