SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
        August 10, 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 amende d registration statement and have the following comment.
In our comment, we may ask you to provide us w ith 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 co mment applies 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 our comment,  we may have additional comments.

Management’s Discussion and Analysis

 Nine Months Ended March 31, 2010 Compared to  Nine Months Ended March 31, 2009, page 36

1. We note the decreases in operating income and net income for the nine month period ended
March 31, 2010 as compared to the nine month period ended March 31, 2009.  Please
expand your disclosure to explai n clearly to investors the reas ons for the decline in your
operating and net income for the periods pres ented.  Also disclose any known material
trends affecting your operating and net inco me for the periods presented.  Refer to
Item 303(b) 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
applicable Securities Act rules require.  Since th e company and its management are in possession of

Robert D. Hansen
Electromed, Inc. August 10, 2010 Page 2  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 ,          L a r r y  S p i r g e l
Assistant Director
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshee, Esq.