SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
        August 6, 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 22, 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 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.
1. We note that your most recent fiscal year  ended on June 30, 2010 and that financial
statements for that fiscal year are not incl uded in your registration statement.  However,
given the passage of time sin ce the end of that year, plea se confirm that preliminary
financial information is not available to you or has not been published regarding the company's financial condition as of June 30, 2010 and results of operations for the fiscal
quarter and fiscal year then e nded.  If financial information is available, please update your
prospectus as appropriate to include this info rmation and disclose material changes to the
company's financial condition as of June  30, 2010 and any material changes to the
company's results of operations that occurred  during the fourth quarter of the company's
2010 fiscal year.  Please note that any preliminary information should be presented in
accordance with Item 10(b)(2) of Regulation S-K.  If there are no such material changes or
trends to report, please provide  us a representation to that  effect in response to this
comment.

Robert D. Hansen
Electromed, Inc. August 6, 2010 Page 2
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
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 contact Ruairi Regan at (202) 551-3269 or Tim Buchm iller, senior attorney, at
(202) 551-3635 with any 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. Dunshee, Esq.