SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
        July 16, 2010
 Robert D, Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed July 7, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your ame nded registration statement and supplemental response and
have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Critical Accounting Policies and Estimates, page 34

1. We refer to your response to prior comment 3.  Please revise to incl ude a discussion of your
return policy/practices similar to th e discussion you included in your response.
Exhibit 1.1
 2. Please file the form of purchase agreemen t that includes all schedules and exhibits
referenced in the agreement, including the form  of underwriter’s warrants.  Also, please tell
us under what authority you have filed the fo rm of underwriter’s warrant agreement as
Exhibit 4.5 since it does not appear that th e underwriter’s warrant agreement defines the
rights of holders of the securi ties being registered.  Refer to  Item 601(b)(4)(i) of Regulation
S-K.   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 th e information the Securities Act of 1933 and all

Robert D, Hansen
Electromed, Inc. July 16, 2010 Page 2  applicable Securities Act rules require.  Since th e company and its management are in possession of
all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
   Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of the effective date of the registra tion statement as confirmation of
the fact that those requesting acceleration are awar e of their respective responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Leigh Ann Schultz at (202) 551-3628 or Bria n Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions re garding comments on the financial statements and
related matters.  Please contact Ruairi Regan at (202) 551-3269 or Tim Buchmiller, Senior Attorney, at (202) 551-3635 with any other questions.

     S i n c e r e l y ,          R u s s e l l  M a n c u s o
Branch Chief
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshore, Esq.
 Fredrikson & Byron, P.A.