SecProbe.io

CORRESP
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October 12, 2012

VIA EDGAR AS CORRESP

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, DC 20549-3628

    Re:
    Preliminary
    Proxy Statement of

    Electromed,
    Inc.

    File
    No. 001-34839

Ladies and Gentlemen:

On behalf of our
client, Electromed, Inc., a Minnesota corporation (“Electromed” or the “Company”), and pursuant
to Rule 14a-6 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company
is hereby filing with the Securities and Exchange Commission (the “SEC” or the “Commission”),
its Preliminary Proxy Statement on Schedule 14A and the related form of proxy card (collectively, the “Company Proxy Materials”).
The Company Proxy Materials have been filed with the SEC via EDGAR using EDGAR tag PREC14A. All capitalized terms used and not
otherwise defined herein have the meanings ascribed to such terms in the Company Proxy Materials.

The Company Proxy
Materials will be furnished to the Company’s shareholders in connection with the solicitation by the Company of proxies therefrom
to be used at the fiscal 2013 Annual Meeting of Shareholders of the Company and at any and all adjournments, postponements, continuations
or re-schedulings thereof (the “2013 Annual Meeting”). At the 2013 Annual Meeting, six incumbent directors will
be up for re-election for one-year terms. The Company intends to solicit proxies in support of, among other things, the election
of its six nominees recommended by the Company’s Board of Directors (the “Company Nominees”). Each of
the Company Nominees has consented to serve as such, to being named in the Company Proxy Materials and to serve as a director of
the Company if re-elected. In addition to the election of directors at the 2013 Annual Meeting and setting the number of directors
as required by the Company’s bylaws, the only other item of business intended to be presented is the ratification of the
Company’s appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2013.

The Company is filing
the Company Proxy Materials on a preliminary basis because it will be commenting in the Company’s Proxy Materials upon or
referring to a potential solicitation in opposition in connection with the 2013 Annual Meeting. On August 24, 2012, the Company
received a written notice from Ms. Eileen Manning that she reserved her right to nominate four persons for election as directors
at the 2013 Annual Meeting and to submit a related adjustment to the size of the Company’s Board of Directors. Accordingly,
the Company believes there is a possibility that Ms. Manning may conduct or is conducting a solicitation in opposition in connection
with the 2013 Annual Meeting. The Company wishes to preserve the discretionary authority of the Company’s named proxies to
vote against any proposal Ms. Manning may make relating to an adjustment to the size of the Company’s Board of Directors
by providing a statement in the proxy statement to this effect. The Company has received no information from Ms. Manning or otherwise
that Ms. Manning is conducting any such solicitation in opposition at the present time.

If the Staff of
the Commission has any questions or comments regarding the accompanying Preliminary Proxy Statement or any
aspects of the Company’s solicitation of proxies referred to therein, please telephone the undersigned, counsel to Electromed,
at (612) 492-7252. Facsimile transmissions may be sent to the undersigned at (612) 492-7077.

Very truly yours,

/s/ Ryan C. Brauer

Ryan C. Brauer

Enclosures

cc: James J. Cassidy, Ph.D. (Interim Chief Executive Officer
– Electromed, Inc.)

Stephen H. Craney (Chairman of the Board – Electromed,
Inc.)

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