SecProbe.io

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October 22, 2004

Mail Stop 0306

Robert W. Thomas
President and Chief Executive Officer
FoxHollow Technologies, Inc.
740 Bay Road
Redwood City, California 94063-2469

Re:	FoxHollow Technologies, Inc.
	Amendment No. 2 to Registration Statement on Form S-1
	Filed October 13, 2004
	File No. 333-118191

Dear Mr. Thomas:

We have the following comments to your filing.  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.
Summary
1. In the summary you state your product should not be used in four
types of procedures.  Yet on page 19 in the second bullet point you
also describe your product as being contraindicated for in-stent
restenosis.  Please define the term and include this in the summary
as another procedure where your product should not be used.  Also,
please define "renal" and  "iliac" in the appropriate locations in
the summary and on page 19.
2. Given the fact that you have not done comparative safety or
efficacy studies, expand the first two bullets on page 2 to so state,
and explain the basis for your belief that the SilverHawk has these
"benefits."  We note your revised language on page 3.
3. The language you added to the fourth bullet is more appropriate to
the third bullet, where you make the point that one-third of
SilverHawk procedures to date have been performed below the knee.
Please revise.
4. In the first full paragraph on page 3, expand to disclose the
serious adverse medical consequences that occurred when the
SilverHawk was used in coronary arteries, as noted at the top of page
10.
5. Revise the summary where you inaccurately represent that "some"
physicians who participate in TALON are consultants and security
holders.  We note that eight out of 10 are consultants and nine out
of 10 are securityholders.  Also disclose that almost of them have
been compensated in cash and stock for consulting services, if true.
Risk Factors
The use, misuse or off label use of the SilverHawk may result - Page
12
6. We note your response to comment 7 and the revised disclosure on
page 12.  Explain why you have not taken any action to mitigate the
risk given the serious adverse medical and other consequences.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation - Page 35
7. Please disclose the aggregate intrinsic value of all outstanding
options based on the midpoint of the estimated IPO price range.
Financial Statements
Report of Independent Registered Public Accounting Firm - Page F-2
8. Please confirm that the draft language will be removed from the
audit report in the amendment to be declared effective.
Note 5.  Income Taxes - Page F-15
9. We note the significant changes in the amounts of your net
operating loss carryforwards and the related deferred tax assets as
of December 31, 2003, and June 30, 2004.  Supplementally please tell
us the facts and circumstances surrounding the changes.
Additionally, if true, please revise your deferred tax asset table to
indicate that it is presented in thousands.

Note 10.  Stock Option Plans

Deferred Stock-Based Compensation - Page F-22

10. Disclose more details in Note 10 of the specific methodologies
and assumptions used to determine the fair value of the Company`s
common stock at the date that the stock options were granted.
Consideration should be given to providing more details similar to
those provided in the Critical Accounting Policies.

11. We note through your revised disclosures on pages 23 and II-2
that you granted options to purchase approximately 721,000 shares of
common stock at exercise prices of up to $4.00 per share during the
quarter ended September 30, 2004.  Supplementally tell us, and if
material, please revise your subsequent events note to disclose, the
amount of deferred stock-based compensation recorded and periods over
which you expect to recognize the expense.  Include in your
disclosure, for each month of grant, the number of options and shares
granted, the weighted average exercise price, the weighted average
fair value and the weighted average intrinsic value, if any.

Closing Comments
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.
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings 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.
	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Cindy Dalton at (202) 824-5308 or in her absence,
Brian Cascio at (202) 942-1791, if you have questions regarding
comments on the financial statements and related matters.  Please
contact Jay Mumford at (202) 824-5348 or me at (202) 942-1880 with
any other questions.

Sincerely,

Peggy Fisher
Assistant Director

cc (via fax):  	David J. Saul
		Philip H. Oettinger
FoxHollow Technologies, Inc.
Robert W. Thomas
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