SecProbe.io

CORRESP
 1
 filename1.htm

 March 27, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-6010

 Re: Edap TMS S.A.
Request for Acceleration of Effective Date of Registration Statement on Form S-3 (File No. 333-294597)

 Ladies and Gentlemen:

 In accordance with Rules 460 and 461 under the Securities
Act of 1933, as amended, Edap TMS S.A. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on March 31, 2026 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the
written order verifying the effective date.

 The Registrant hereby authorizes Jeremy Cleveland of
Jones Day, counsel of the Registrant, to orally modify or withdraw this request for acceleration.

 Please contact Jeremy Cleveland at +1 (650) 687-4173
if you have any questions regarding this request and to provide notice of effectiveness. Thank you for your attention to this matter

 Best regards,

 EDAP TMS S.A.

 By:
 /s/ Sanket Shah

 Name:
 Sanket Shah

 Title:
 General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2026

Ryan Rhodes
Chief Executive Officer
EDAP TMS S.A.
Parc d Activit s la Poudrette-Lamartine
4/6, rue du Dauphin
69120 Vaulx-en-Velin, France

 Re: EDAP TMS S.A.
 Registration Statement on Form S-3
 Filed March 25, 2026
 File No. 333-294597
Dear Ryan Rhodes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Jeremy Cleveland
</TEXT>
</DOCUMENT>

CORRESP
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April 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

 Re: Edap TMS S.A.

Request for Acceleration of Effective Date of Registration Statement on Form F-3 (File No. 333- 278526)

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the
Securities Act of 1933, as amended, Edap TMS S.A. (the “Registrant”) hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 to become effective
on April 16, 2024 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the
written order verifying the effective date.

The Registrant hereby authorizes
Jeremy Cleveland of Jones Day, counsel of the Registrant, to orally modify or withdraw this request for acceleration.

Please contact Jeremy Cleveland at +1 (650) 687-4173
if you have any questions regarding this request and to provide notice of effectiveness. Thank you for your attention to this matter

    Best regards,

    EDAP TMS S.A.

    By:
    /s/ Ken Mobeck

 Name: Ken Mobeck

 Title: Chief Financial Officer

United States securities and exchange commission logo
April 12, 2024
Ryan Rhodes
Chief Executive Officer
EDAP TMS S.A.
Parc d’Activités la Poudrette-Lamartine
4/6, rue du Dauphiné
69120 Vaulx-en-Velin, France
Re:EDAP TMS S.A.
Registration Statement on Form F-3
Filed April 5, 2024
File No. 333-278526
Dear Ryan Rhodes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeremy Cleveland, Esq.

CORRESP
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April 14, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

 Re: Edap TMS S.A.

Request for Acceleration of Effective Date of Registration Statement on Form F-3 (File No. 333-255101)

Ladies and Gentlemen:

Pursuant to Rule 461(a) of Regulation C
under the Securities Act of 1933, as amended (the “Securities Act”), EDAP TMS S.A. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form F-3 (Registration No. 333-255101) (the “Registration
Statement”). The Registrant respectfully requests that, pursuant to Section 8(a) of the Securities Act of 1933, such Registration
Statement be declared effective as of 10:00 a.m., Eastern Time, on Friday April 16, 2021 or as soon as practicable thereafter.

The Registrant hereby authorizes
Linda Hesse of Jones Day, counsel of the Registrant, to orally modify or withdraw this request for acceleration.

Please contact Linda Hesse at +33 (0) 1 56 59
38 72 or Peter Devlin at +1 (212) 326-3978 if you have any questions regarding this request and to provide notice of effectiveness.

    Best regards,

    EDAP TMS S.A.

    By:
    /s/ François Dietsch

    Name:
    François Dietsch

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
April 13, 2021
Marc Oczachowski
Chief Executive Officer and Chairman
EDAP TMS S.A.
Parc d'Activitiés la Poudrette-Lamartine
4/6, rue de Dauphiné
69120 Vaulx-en-Velin, France
Re:EDAP TMS S.A.
Registration Statement on Form S-3
Filed April 7, 2021
File No. 333-255101
Dear Mr. Oczachowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter E. Devlin, Esq.

November 21, 2013

Via E -mail
Mr. Eric Soyer
Chief Financial Officer
EDAP TMS S.A.
Parc d’Activites la Poudrette -Lamartine
4/6, rue du Dauphiné
69120 Vaulx -en-Velin, France

 Re: EDAP TMS S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2012
  Filed April 2, 2013
File No. 000 -29374

Dear Mr. Soyer :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brian Cascio

Brian Cascio
       Accounting Branch Chief

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EDAP TMS S.A.

Parc Activite La Poudrette Lamartine

4/6 Rue du Dauphine

69120 Vaulx-en-Velin – France

R.C.S. Lyon 316 488 204

November 15, 2013

Via EDGAR

Mr. Brian Cascio

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
EDAP TMS SA

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed April 2, 2013

File No. 000-29374

Dear Mr. Cascio:

We are responding to the Staff’s comment letter dated November 5, 2013 relating to EDAP TMS SA’s (the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2012 (the “Form 20-F”). The numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter which have been retyped in bold herein for your ease of reference.

Form 20-F for the Fiscal Year Ended December 31, 2012

Note 1-4 Revenue Recognition, page F-9

1.

We see from your disclosure in Note 1-4 that you provide training upon installation. Please tell us about the installation and training, whether these are performed after shipment of your products and how each of these impact the timing of your revenue recognition.

The Company manufactures and sells medical devices for the treatment of urological diseases: one range of products (ie “Lithotripsy devices”) addresses urinary tract stones and the other range of products (ie “HIFU” devices) addresses localized prostate cancer. Net sales consist primarily of direct sales to hospitals and clinics. The Company provides training for the use of the devices and usually provides installation of the devices on the clients’ premises. Installation and training are not separately priced or sold but are included in the sale price of the device.

a)

Training: all medical devices of the Company are robotically assisted devices with standard imaging and localizing technologies that are usually mastered by most urologists as part of their standard medical practice. Consequently, the Company does not provide extensive training on the device and rather assists urologists during their first few treatment sessions to check proper utilization.

Page 2

-

Training for Lithotripsy devices: as Lithotripsy is a mature and standard technology in the urology community and most machines are acquired as replacements of another Lithotripsy machine, training is not essential to the functionality of the equipment and may not be required by the customer.

-

Training for HIFU devices: although HIFU is a more novel technology than Lithotripsy, the robotic features of the Company’s HIFU devices are fairly straightforward to use. Training is usually done in two steps: (i) prior to installation, the new user participates in a demonstration session in one of the Company’s expert centers, where the new user will be introduced to the HIFU technology by a peer urologist and learn the basics of the device utilization; (ii) immediately after installation, the customer will be assisted by the Company staff during the first four to five treatments (ie generally over the course of two days) to monitor proper utilization of the device.

b)

Installation: the Company’s medical devices are installed on the customer’s premises immediately upon or in the few days following delivery. Installation is a standard procedure and is performed quickly. It mainly consists of unpacking the device, checking that the device did not suffer any damage during transportation, plugging the device into the electrical network and checking treatment parameters. Installation does not require building complex interfaces or connections with the customer’s premises.

c)

Accounting analysis:

The Company first evaluates the sale arrangement in accordance with ASC 605-25 to determine whether training and installation should be considered as separate deliverables and recognized separately. Because the device, training and installation do not have a value to the customer on a standalone basis, the Company recognizes the equipment, training and installation all together as a single unit of accounting.

The Company then refers to SEC Staff Accounting Bulletin Topic 13-A-3-c and has concluded that training and installation are inconsequential or perfunctory obligations and are not essential to the functionality of the devices for the following reasons:

-

training is not essential to the functionality of the devices;

-

the cost of training and installation is reliably estimated and monitored by the Company and is insignificant in relation to the revenue and gross profit derived from the sale of a device;

-

the period before training and installation are performed is not lengthy: training and installation are quick and standard procedures and the Company has demonstrated its ability to complete them in a timely manner upon delivery;

-

it does not require rare or highly specialized skills to install the equipment ; such skills are readily available in the market as evidenced by the company uses its network of distributors to install its devices upon delivery;

Page 3

-

the Company’s devices are standard equipment and installation does not involve significant changes to the device or alteration of its capabilities;

-

the Company’s General Terms and Conditions of Sale state that training and installation are not conditions for passing title to the device and that payment of the sales contract is not contingent on completion of training or installation.

The Company recognizes revenue when evidence of a sale arrangement exists, title to the device passes and collectibility is reasonably assured. As training and installation are inconsequential or perfunctory and not essential to the functionality of the device, timing of revenue recognition is based upon passing of title to the device. Passing of title can occur either upon shipment or delivery, depending on the terms of the sales contract. The Company accrues the estimated costs of training and installation at the time of the sale. However, if in some instances payment is contingent upon installation acceptance by the customer, revenue is recognized when the contingency is satisfied.

Note 23 – Fair Value of Financial Instruments, page F-41

2.

Please revise future filings to provide all of the disclosures required by FASB ASC 825-10-50-10, including the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety.

The Company has taken careful note of the Staff’s comment and in future filings, where applicable, will provide all of the disclosures required by FASB ASC 825-10-50-10, including the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety.

*           *           *

As requested, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*           *           *

Page 4

We appreciate your consideration in this matter. If you wish to discuss any of our responses, or have any further questions, please do not hesitate to call the undersigned (telephone number: +33-4-72-15-31-50) or email (esoyer@edap-tms.com).

Sincerely,

/s/ Eric Soyer

Eric Soyer

Chief Financial Officer

cc:

Martin James, Senior Assistant Chief Accountant, Securities and Exchange Commission

Julie Sherman, Securities and Exchange Commission

Linda Hesse, Jones Day

Elisabeth L’hermite, PWC

Pierre Beysson, EDAP TMS SA

Marc Oczachowski, EDAP TMS SA

November 5, 2013

Via E-mail
Mr. Eric Soyer
Chief Financial  Officer
EDAP TMS S.A.
Parc d’Activites la Poudrette -Lamartine
4/6, rue du Dauphiné
69120 Vaulx -en-Velin, France

 Re: EDAP TMS S .A.
  Form 20-F for the Fiscal Year Ended December 31, 2012
  Filed April 2, 2013
File No. 000-29374

Dear Mr. Soyer :

We have reviewed your filing s and have the following comment s. 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 within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your fact s and circumstances  please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2012

Note 1 -4 Revenue Recognition, page F -9

1. We see from your disclosure in Note 1 -4 that you provide training upon installation.
Please tell us about the installation and training, whether these are performed after
shipment of your products and how each of these impact the timing of your revenue
recognition.

Mr. Eric Soyer
EDAP TMS S.A.
November 5, 2013
Page 2

Note 23 – Fair Value of Financial Instruments, page F -41

2. Please revise future filings to provide all of the disclosures required by FASB ASC 825 -
10-50-10, including the level of the fair value hierarchy within which the fair value
measurements are categorized in their entirety.

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 the information the Securities Exchange Act of
1934 and all appli cable Exchange Act rules require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may  contact Julie Sherman  at (202) 551 -3640, or me at (202) 5 51-3676 , if
you have any questions regarding these comments.  In this regar d, do not hesitate to
contact Martin James, Senior Assistant Chief Accountant, at (202) 551 -3671 .

       Sincerely,

        /s/ Brian Cascio

       Brian Cascio
       Accounting Branch Chief

November 6 , 2012

Via E -mail
Eric Soyer
Chief Financial Officer
EDAP TMS S.A.
Parc d’Activites la Poudrette -Lamartine
4/6 Rue du Dauphiné
69120 Vaulx -en-Velin
France

 Re: EDAP TMS S.A.
Form 20-F for the Fiscal Year E nded December 31, 2011
  Filed April 26, 2012
File No. 000-29374

Dear Mr. Soyer :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

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EDAP TMS S.A.

Parc Activite La Poudrette Lamartine

4/6 Rue du Dauphine

69120 Vaulx-en-Velin – France

R.C.S. Lyon 316 488 204

October 24, 2012

Via EDGAR

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

EDAP TMS SA

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 26, 2012

File No. 000-29374

Dear Mr. James:

We are responding to the Staff’s comment letter dated October 10, 2012 relating to EDAP TMS SA’s (the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011 (the “Form 20-F”).  The numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter which have been retyped in bold herein for your ease of reference.

Form 20-F for the Fiscal Year Ended December 31, 2011

Item 5. Operating and Financial Review and Prospects, Operating Results, page 31

1.

We note from your response to prior comment 1 that in future filings you will include a sub-total showing the specified measures excluding the FDA PMA trials segment in the notes to your financial statements. Please note that the presentation of a total or subtotal of segment profit or loss that is prepared for purposes of the reconciliation required by ASC 280-10-50-30 would still be considered a non-GAAP financial measure. Please refer to Question 104.04 of the CD&I on Non-GAAP Financial Measures. To the extent that you include non-GAAP measures in your MD&A in future filings you should include all of the disclosures required by item 10(e) of Regulation S-K, including reconciliations. Please provide us with a copy of your proposed revised disclosure..

After further consideration of the Company’s future financial disclosure and the diminishing importance of the FDA PMA trial expenses, the Company has decided to omit future reference to a subtotal of the profit or loss relating to the FDA PMA segment and, indeed, will no longer seek to isolate the effects of such expenses on its consolidated operating expenses in Item 5. The Company also considered ending segment reporting for its FDA PMA segment, but has decided to keep this reporting segment until the process with the FDA is more advanced because management continues to review closely these expenses. The Company therefore believes that Item 5 will not contain any non-GAAP financial measures in the future.

Signatures, page 68

2.

We note your response to prior comment 2. Please provide us with a copy of the signature page of your Form 20-F that was manually signed by Messrs. Oczachowski and Soyer.

Please find attached to this letter a copy of the signature page of the Company’s Form 20-F that was signed by Messrs. Oczachowski and Soyer.

Item 18. Financial Statements

Note 31. Subsequent Significant Events as of April 26, 2012, page F-41

(b) Exchange Agreement regarding the Convertible Debentures and Warrants, page F-42

3.

Please refer to prior comment 3. We see that the €7.7 million of New Debentures ($10 million) has an estimated preliminary fair value of €4.6 million ($5.9 million) at inception. Please describe for us in greater detail the valuation procedures performed and valuation model utilized to determine the fair value of the New Debentures. Please also provide us a qualitative description of the facts and circumstances which support the discount to the note.

We hereby refer to the Exchange Agreement closed on January 25, 2012 and as described in our response letter dated September 14, 2012.

In order to determine the fair value of the New Debentures, the Company based its valuation method on both principles that a) the fair value of the new instruments that resulted from the Exchange was equal to the fair value of the outstanding instruments prior to the Exchange; and b) the effective interest rate on the New Debentures was 35% at inception, in line with the valuation of the interest rate of the debt host of the 2007 Debentures. As of December 31, 2011, the Company had determined that the effective interest rate of the debt host of its 2007 Debentures was 35% and remained unchanged as of January 25, 2012. The Company determined that the New Debentures had been derived from the 2007 Debentures and that apart from the removal of the conversion option and related clauses, the New Debentures were held by the same investors and had the same features as the debt host of the 2007 Debentures, including the same nominal interest rate of 9% and the same covenants. At the date of the Exchange, the Company determined that it had the same risk profile as of December 2011 and therefore, that the effective interest rate of the New Debentures should remain unchanged at 35%.

Based on this, the Company determined that the fair value at inception of the New Debentures was $6.3 million, to reflect a 35% effective interest rate. In view of providing investors with a preliminary estimate of the impact of the Exchange, the Company had made a preliminary valuation of $5.9 million. This preliminary estimate was subsequently refined with a fair value calculation of $6.3 million.

The difference between the $10.0 million nominal value of the New Debentures and their fair value of $6.3 million reflects the present discounting of the New Debentures with the effective interest rate of 35%, instead of their nominal interest rate of 9%.

4.

We note from your response to prior comment 4 that you provided the pro forma financial data under ASC 855-10-50-3 which recommends that companies consider supplementing the historical financial statements with pro forma financial data for significant non-recognized subsequent events. We note that your disclosure does not include a discussion and quantification of the pro forma adjustments and only includes selected line items from the balance sheet and statement of operations. In future filings, when you present pro forma data, please comply with the form and content requirements of Rule 11-02(b) of Regulation S-X. For example, in this case, the information disclosed should include a full pro forma balance sheet and pro forma statement of operations accompanied by a clear discussion of the information being presented, the assumptions made, and a clear description with appropriate quantification of the adjustments included in the pro forma data.

The Company has taken careful note of the Staff’s comment and in future filings, where applicable, will comply with the form and content requirements of Rule 11-02(b) of Regulation S-X.  In future filings, as previously mentioned, the financial impact of the Exchange will be included as historical information.

*           *           *

As requested, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*           *           *

We appreciate your consideration in this matter. If you wish to discuss any of our responses, or have any further questions, please do not hesitate to call the undersigned (telephone number: +33-4-72-15-31-50) or email (esoyer@edap-tms.com).

Sincerely,

/s/ Eric Soyer

Eric Soyer

Chief Financial Officer

cc:
Kate Tillan, Assistant Chief Accountant, Securities and Exchange Commission

Kevin Kuhar, Staff Accountant, Securities and Exchange Commission

Tom Jones, Securities and Exchange Commission

Geoff Kruczek, Securities and Exchange Commission

Marc Oczachowski, EDAP TMS SA

Linda Hesse, Jones Day

October 10 , 2012

Via E-mail
Eric Soyer
Chief Financial Officer
EDAP TMS S.A.
Parc d’Activites la Poudrette -Lamartine
4/6 Rue du Dauphiné
69120 Vaulx -en-Velin
France

 Re: EDAP TMS S.A.
Form 20-F for the Fiscal Year E nded December 31, 2011
  Filed April 26 , 2012
File No. 000-29374

Dear Mr. Soyer :

We have reviewed your response letter dated September 14, 2012  and filing 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 within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, w e may
have additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2011

Item 5. Operating and Financial Review and Prospects

Operating Results, page 31

1. We note from your response to prior comment 1 that in future filings you will include a
sub-total showing the specified measures excluding the FDA PMA trials segment in the
notes to your financial statements. Please note that the presentation of a total or  subtotal
of segment profit or loss that is prepared for purposes of the reconciliation required by
ASC 280 -10-50-30 would still be considered a non -GAAP financial measure.   Please
refer to Question 104.04 of the CD&I on Non -GAAP Financial Measures.   To th e extent
that you include non -GAAP measures in your MD&A in future filings you should

Eric Soyer
EDAP TMS S.A.
October 10, 2012
Page 2

 include all of the disclosures required by item 10(e) of Regulation S -K, including
reconciliations.   Please provide us with a copy of your proposed revised disclosure.

Signatures, page 68

2. We note your response to prior comment 2.   Please provide us with a copy of the
signature page of your Form 20 -F that was manually signed by Messrs.  Oczachowski
and Soyer.

Item 18.   Financial Statements

Note 31.   Subsequent Significant Events as of April 26, 2012, page F -41

b) Exchange Agreement regarding the Convertible Debentures and Warrants, page F -42

3. Please refer to prior comment 3. We see that the €7.7 million of New Debentures ($10
million) has an estimated prelimina ry fair value of €4.6 million ($5.9 million) at
inception.  Please describe for us in greater detail the valuation procedures performed and
valuation model utilized to determine the fair value of the New Debentures. Please also
provide us a qualitative des cription of the facts and circumstances which support the
discount to the note.

4. We note from your response to prior comment 4 that you provided the pro forma
financial data under ASC 855 -10-50-3 which recommends that companies consider
supplementing the historical financial statements with pro forma financial data for
significant non -recognized subsequent events.   We note that your disclosure does not
include a discussion and quantification of the pro forma adjustments and only includes
selected line item s from the balance sheet and statement of operations.   In future filings,
when you present pro forma data, please comply with the form and content requirements
of Rule 11 -02(b) of Regulation S -X.  For example, in this case, the information disclosed
should  include a full pro forma balance sheet and pro forma statement of operations
accompanied by a clear discussion of the information being presented, the assumptions
made, and a clear description with appropriate quantification of the adjustments included
in the pro forma data.

Eric Soyer
EDAP TMS S.A.
October 10, 2012
Page 3

 You may contact Kevin Kuhar, Staff Acc ountant, at (202) 551 -3662 or Kate Tillan ,
Assistant Chief Accountant , at (202) 551 -3604  if you have questions regarding comments on the
financial statements and related matters.  Please contact Tom Jones at (202) 551 -3602 or Geoff
Kruczek at (202) 551 -3641  if you have questions on other comments.   In this regard, do not
hesitate to contact me at (202) 551 -3671 with any other questions.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

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EDAP TMS S.A.

Parc Activite La Poudrette Lamartine

4/6 Rue du Dauphine

69120 Vaulx-en-Velin – France

R.C.S. Lyon 316,488,204

 September 14, 2012

Via EDGAR

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

EDAP TMS SA

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 26, 2012

File No. 000-29374

Dear Mr. James:

We are responding to the Staff’s comment letter dated July 23, 2012 relating to EDAP TMS SA’s (the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011 (the “Form 20-F”).  The numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter which have been retyped in bold herein for your ease of reference.

Form 20-F for the Fiscal Year Ended December 31, 2011

Item 5. Operating and Financial Review and Prospects, Operating Results, page 31

1.

We see that you discuss various measures in your management's discussion and analysis on pages 33 through 36 that adjust your operating results to exclude expenses from your FDA PMA trials. Please tell us how you considered the guidance in Item 10(e) of Regulation S-K relating to the presentation of non-GAAP measures in determining that the disclosures required by that Item were not required for these measures, including the reconciliation of a non-GAAP measure to its most directly comparable GAAP measure, the disclosure of the reasons why management believes the presentation provides useful information to investors and the additional purposes for which your management uses the non-GAAP measure. Alternatively, please revise future filings, including any amendments, to include the disclosures required by Item 10(e) for these measures and provide us with a copy of your proposed disclosure.

The Company includes information about its FDA PMA trials in Item 5 as part of its segment reporting.  In connection with the Company’s $20 million principal amount of 9% Senior Convertible Debentures due 2012 and related Warrants issued in 2007, the Company undertook to use the proceeds of the private placement to finance costs associated with the regulatory approval for the commercialization of

Page 2

Ablatherm HIFU in the United States (including related clinical trials). As part of the Company’s desire to monitor such costs and ultimately to provide investors with clear information regarding the use of such proceeds and, pursuant to Accounting Standards Codification 280, the Company updated its internal reporting with a new segment reviewed regularly by the Chief Operating Decision Maker, which resulted in the creation of a new reporting segment dedicated to the Federal Drug Administration’s approval for the Company’s Ablatherm-HIFU activity in its segment information.

Since that time, the Company’s expenses in relation to FDA PMA activities have been presented in a separate reporting segment and detailed in a note to its financial statements, provided in conformity with ASC 280. The information provided in Item 5 of the Form 20-F with respect to GAAP measures excluding expenses of the FDA PMA trials is directly derived from the segment information that can be found in Note 27 to the Company’s financial statements for the year ended December 31, 2011. The Company will include in its future filings a sub-total showing such measures excluding expenses of the FDA PMA in its Note 27.

Signatures, page 68

2.

We note that your Form 20-F is unsigned. Please file a full amendment that includes all required signatures.

The Form 20-F was manually signed by Marc Oczachowski, Chief Executive Officer and Eric Soyer, Chief Financial Officer. Due to a clerical error, the Edgarized version of the document inadvertently failed to include the conformed signatures. The Company will ensure that future filings include properly conformed electronic signatures.

Given that the two officers authorized to sign on behalf of the registrant also signed the certifications required by Rules 13a-14(a) and (b) of the Exchange Act and by Form 20-F, and that the signature lines were correctly conformed in the Edgarized filing, the Company believes that it should be treated the same as various domestic issuers filing on Form 10-K, where the Staff noted the missing signatures and requested that future filings contain fully conformed signatures (see for example, SEC comment letters dated December 15, 2010 regarding Comfort Systems USA, Inc and dated March 28, 2012 regarding Stericycle, Inc.).  The registrant’s liability for the filing is clearly established by the fact that it filed the form and that the two officers authorized to take this corporate action signed the certifications in their individual capacities elsewhere in the filing.

In addition, the Company believes it would be a significant hardship and potentially misleading to investors for it to file an amendment containing an entire Form 20-F for the year ended December 31, 2011 that does not include updated information as required by General Instruction C(b) and C(d) to Form 20-F. Indeed, it would seem that any amendment containing the entire document would need to comply with the reporting requirements of each Item as of the date of filing, in particular because in this case, the signature pages would be dated the date of the amendment, as if the full document spoke also as of that date.

If the Staff believes that an amendment is required, we would propose to file an amendment containing:

-

the Cover Page,

-

an explanatory note with the following text:

Page 3

“We are filing this Amendment No. 2 (this “Amendment No. 2”) to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2012 (the “Original Form 20-F”) by EDAP TMS SA (the “Company”), solely to file an electronic version of the manually signed signature page dated the date of the original filing, which version, due to a clerical error in the Edgarization process, was inadvertently omitted from the Original Form 20-F. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our Chief Executive Officer and Chief Financial Officer are being filed as exhibits to this Amendment No. 2 under Item 19. This Amendment No. 2 therefore consists solely of the cover page, this explanatory note, the electronic version of the signature page to the Original Form 20-F, the signature pages to this Amendment No. 2 and the exhibits attached hereto.

Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Form 20-F, or reflect any events that have occurred after the filing date of the Original Form 20-F. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Form 20-F, Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the Securities and Exchange Commission on May 21, 2012 and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to April 26, 2012, including any amendments to such documents. Among other things, forward-looking statements contained in the Original Form 20-F have not been revised to reflect events, results or developments that occurred or facts that became known to us after the original filing date, and such forward-looking statements should be read in their historical context.”

-

the electronic version of the manually signed signature page dated the date of the original filing,

-

the signature page for the amendment (appropriately conformed) dated the date the amendment is filed, and

-

the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, dated the date of the amendment.

Item 18. Financial Statements

Note 31. Subsequent Significant Events as of April 26, 2012, (b) Exchange Agreement regarding the Convertible Debentures and Warrants, page F-42

3.

Please describe for us in appropriate detail how you valued and accounted for the exchange, including a discussion of how the embedded warrant derivatives were treated upon extinguishment, how the exchange was recorded and provide the calculations supporting any gain or loss recorded as part of the exchange. Please refer to the appropriate authoritative literature which supports your accounting.

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I.

BACKGROUND: DESCRIPTION OF THE EXCHANGE AGREEMENT

On January 19, 2012, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with all holders of the Company’s outstanding 9% Senior Convertible Debentures due October 29, 2012 (the “2007 Debentures”) and warrants to purchase up to 882,000 ordinary shares at an exercise price of $6.87 per share (the “2007 Warrants”).  Pursuant to the terms of the Exchange Agreement:

·

‘Option A’ of the Exchange Agreement: certain holders of an aggregate principal amount of USD 500,000 of 2007 Debentures and 2007 Warrants to purchase up to 42,000 ordinary shares agreed to exchange their outstanding securities for 22,186 newly issued ordinary shares, in the form of ADRs, and $500,000 in cash ; and

·

‘Option B’ of the Exchange Agreement: holders of an aggregate principal amount of USD 10 million of 2007 Debentures and 2007 Warrants to purchase up to 840,000 ordinary shares agreed to exchange their outstanding securities for an aggregate principal amount of USD 10 million of new 9% non-convertible Senior Debentures due June 30, 2014 (the “New Debentures”), new warrants to purchase up to 408,691 newly issued ordinary shares at an exercise price equal to the par value per share (the “New Warrants”), and 1,926,685 newly issued ordinary shares, in the form of restricted American Depositary Receipts (“ADRs”) (collectively, the “Exchange”).

On January 25, 2012, the Company closed the Exchange and all of the 2007 Debentures and the 2007 Warrants were exchanged for the New Debentures, 1,948,871 newly issued ordinary shares, in the form of ADRs, the New Warrants and $500,000 in cash, or a combination thereof as described above.

As result of the Exchange, all 2007 Debentures and 2007 Warrants of the Company have been cancelled.

II.

ACCOUNTING AND VALUATION ANALYSIS OF THE EXCHANGE AGREEMENT

II-1.

Accounting analysis:

Analysis of the relevant accounting model to be applied by the Company to recognize the Exchange Agreement.

II-1-1.

Authoritative literature and accounting principles

The Company considered guidance contained in FASB Accounting Standard Codification (ASC) 405-20 – Extinguishments of Liabilities and FASB ASC 470-50 – Debt Modifications and Extinguishment / FASB ASC 470-60 – Troubled Debt Restructuring for the general concepts on debt modifications and restructurings.

Pursuant to this literature and given that the Exchange did not result in a change of lenders, the Company structured its initial analysis around three questions:

1.

Have the Liability Derecognition criteria been met pursuant to ASC 405-20-40?

2.

If not, do the Company and the Exchange meet the Troubled Debt Restructuring criteria?

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3.

If the Troubled Debt Restructuring accounting model is not applicable, should the Company apply the accounting model for a Debt Modification or Extinguishment?

II-1-2.

Application of the Extinguishment Accounting model to the Exchange Agreement

Step 1: Have the Liability Derecognition criteria been met pursuant to ASC 405-20-40?

The derecognition threshold would have been met only if: a) the Company had reimbursed the holders of the existing 2007 Debentures (upon delivery of cash, or of other financial assets, or of goods or services) for the total amount of the remaining 2007 Debentures; or b) the Company had been legally released from its debt obligation as the primary obligor.  Since neither of these two criteria has been met through the Exchange, the Company needed to proceed to Step 2 of the debt exchange analysis in order to determine  whether it should take the 2007 Debentures off its books.

Step 2: Did the Company and the Exchange meet the Troubled Debt Restructuring criteria?

The Company determined that the Company and the Exchange did not meet any of the criteria needed to apply the Troubled Debt Restructuring accounting model:

-

The Company is not and was not at the time of the Exchange experiencing financial difficulties.

-

The Exchange did not result in any economic concession granted to the Company by the Holders of the 2007 Debentures. This was primarily a result of the large “day 1 sweetener” of new shares and the New Warrants provided by the Company to facilitate the transaction (i.e., 1,948,871 ordinary shares in the form of ADRs and 408,691 New Warrants, with an exercise price set at par).

Since the Troubled Debt Restructuring accounting model did not apply to the Exchange, the Company then determined whether the Debt Modification or Debt Extinguishment model applied.

Step 3: Did the Exchange meet the Debt Extinguishment criteria?

Pursuant to FASB ASC 470-50-40-6 through 12, the Company determined that the Exchange met the Debt Extinguishment model on the basis that the New Debentures received in the exchange were substantially different from the 2007 Debentures, which were convertible.

The elimination of the conversion option, which was a substantive conversion feature within the meaning of FASB ASC 470-20-40-7 to 9, was a substantive modification of the 2007 Debentures and therefore qualified the exchange for the Debt Extinguishment model.

Similarly, the substantial differences in the 2007 Warrants and the New Warrants (different exercise prices, extended maturity, elimination of certain price adjustment mechanisms, including the elimination of the ”Black-Scholes adjustment”) justified the extinguishment of the 2007 Warrants.

As a result of the above, the Company determined that the Debt Extinguishment model should apply to account for the Exchange and that gains or losses that could result from the Exchange would be recognized in its income statement.

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II-2.

Valuation analysis:

II-2-1.

Fair Value of the $10 million principal amount New Debentures:

After review of its valuation models with experts and the assumptions used, the Company determined that a preliminary estimate of the fair value of the New Debentures, still subject to further review and analysis, was $5,925,000.

The difference between the nominal value of the New Debentures ($10,000,000 or €7,691,000 using the USD/EUR exchange rate on January 24, 2012 of 1.3003) and its preliminary estimate of market fair value ($5,925,000 or €4,557,000 using the USD/EUR exchange rate on January 24, 2012 of $1.3003) is therefore €3,134,000.

II-2-2.

Fair Value of the ordinary shares issued as part of the Exchange:

Pursuant to the Exchange Agreement, the Company issued 1,926,685 new ordinary shares to the holders that chose the cash and shares option of the Exchange Agreement.

Based on the market price of EDAP’s shares on the day immediately prior to Closing (i.e., $2.59 on January 24, 2012) and the USD/EUR exchange rate on January 24, 2012 (i.e., $1.3003 for €1 ), the Company determined that the issuance price of the new ordinary shares shall be €1.99184 (i.e., $2.59/1.3003) and that the total fair market value of the 1,926,685 new shares issued was €3,838,000.

II-2-3.

Fair Value of the New Warrants issued as part of the Exchange:

Pursuant to the Exchange Agreement signed on January 19, 2012, the Company issued 408,691 New Warrants to the holders that chose the New Debentures, New Warrants and/or New Shares option of the Exchange Agreement.

The Company used a Black-Scholes model to value these warrants. The model, based on the market price of the Company’s shar

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JONES DAY

PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA

AVOCATS AU BARREAU DE PARIS

2, RUE SAINT-FLORENTIN · 75001 PARIS

TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001

WWW.JONESDAY.COM

lhesse@jonesday.com

Direct Number: +33 (0) 1 56 59 38 72

July 26, 2012

BY EDGAR

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

EDAP TMS S.A.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 26, 2012

File No. 000-29374

Dear Mr. James:

We refer to the above-referenced filing of EDAP TMS S.A. (the “Company”) and to the Staff’s comment letter dated July 23, 2012. As mentioned in our telephone conversations with the Staff, the Company has begun to review the letter and prepare the responses thereto, but will require more time to respond given the necessity to consult with its external auditors and other advisors as well as due to the travel schedules of the relevant Company employees and advisors. After consultation with the Company, we therefore would like to confirm that the Company intends to reply by September 14, 2012.

We appreciate your consideration in this matter. Please do not hesitate to contact me by phone (+33.1.56.59.38.72) or email (lhesse@jonesday.com) if you have any questions.

Yours faithfully,

  /s/ Linda Hesse

  Linda Hesse

cc:

Kate Tillan,Assistant Chief Accountant, Securities and Exchange Commission

Kevin Kuhar, Staff Accountant, Securities and Exchange Commission

Tom Jones, Securities and Exchange Commission

Geoff Kruczek, Securities and Exchange Commission

Eric Soyer, EDAP TMS S.A.

BUREAUX : AL-KHOBAR · ATLANTA · BOSTON · BRUXELLES · CHICAGO · CLEVELAND · COLUMBUS · DALLAS · DJEDDAH

DUBAÏ · DÜSSELDORF · FRANCFORT · HONG KONG · HOUSTON · IRVINE · LONDRES · LOS ANGELES · MADRID

MEXICO · MILAN · MOSCOU · MUNICH · NEW YORK · PARIS · PÉKIN · PITTSBURGH · RIYAD · SAN DIEGO

SAN FRANCISCO · SÃO PAULO · SHANGHAÏ · SILICON VALLEY · SINGAPOUR · SYDNEY · TAÏPEI · TOKYO · WASHINGTON

July 23, 2012
 Via E-mail

Eric Soyer Chief Financial Officer EDAP TMS S.A. 4 Rue du Dauphiné 69120 Vaulx-en-Velin France
 Re: EDAP TMS S.A.
Form 20-F for the Fiscal Year Ended December 31, 2011
  Filed April 26, 2012
File No. 000-29374

Dear Mr. Soyer:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Fiscal Year Ended December 31, 2011

 Item 5. Operating and Financial Review a nd Prospects, Operating Results, page 31

 1. We see that you discuss various measures in  your management’s discussion and analysis
on pages 33 through 36 that adjust your operati ng results to exclude expenses from your
FDA PMA trials.  Please tell us how you c onsidered the guidance in Item 10(e) of
Regulation S-K relating to th e presentation of non-GAAP meas ures in determining that
the disclosures required by that Item were not  required for these measures, including the
reconciliation of a non- GAAP measure to its most direct ly comparable GAAP measure,
the disclosure of the reasons why manageme nt believes the presentation provides useful
information to investors and the additional purposes for which your management uses the
non-GAAP measure.  Alternatively, please revise future filin gs, including any

Eric Soyer EDAP TMS S.A. July 23, 2012 Page 2

 amendments, to include the disclosures requi red by Item 10(e) for these measures and
provide us with a copy of your proposed disclosure.
 Signatures, page 68

 2. We note that your Form 20-F is unsigned.  Pl ease file a full amendment that includes all
required signatures.
 Item 18.  Financial Statements

 Note 31.  Subsequent Significant Events as  of April 26, 2012, (b) Exchange Agreement
regarding the Convertible Debent ures and Warrants, page F-42
 3. Please describe for us in appropriate de tail how you valued and accounted for the
exchange, including a discussion of how the embedded warrant derivatives were treated
upon extinguishment, how the exchange was recorded and provide the calculations
supporting any gain or loss reco rded as part of the exchange.  Please refer to the
appropriate authoritative literatur e which supports your accounting.

4. In future filings, including any amendmen ts, please either delete the pro forma
information, or include all of the pro forma financial information and explanatory notes
required by Article 11 of Regulation S-X.
 Exhibits 12.1 and 12.2

 5. We note that the identification of the certifyi ng individual at the begi nning of the Section
302 certification required by Exhibit 12 of Fo rm 20-F also includes the title of the
certifying individual.  In future filings, in cluding any amendments to your Form 20-F,
please revise the identification of the certi fying individual at th e beginning of the
certification to remove the individual’s title.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Eric Soyer EDAP TMS S.A. July 23, 2012 Page 3

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Kevin Kuhar, Staff Acc ountant, at (202) 551-3662 or Kate Tillan,
Assistant Chief Accountant, at  (202) 551-3604 if you have questi ons regarding comments on the
financial statements and related matters. Plea se contact Tom Jones at  (202) 551-3602 or Geoff
Kruczek at (202) 551-3641 if you have questions on other comments.  In this regard, do not
hesitate to contact me at (202)  551-3671 with any other questions.

         S i n c e r e l y ,

        / s /  K a t e  T i l l a n  f o r                M a r t i n  J a m e s          Senior Assistant Chief Accountant

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EDAP TMS SA

4 Rue du Dauphiné

69120 Vaulx-en-Velin

FRANCE

May 15, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

Attn: Russell Mancuso and Jay Mumford

Re:

Edap TMS S.A.

Request for Effectiveness of Registration Statement on Form F-3 (File No. 333-179689)

Ladies and Gentlemen:

Pursuant to Rule 461(a) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), EDAP TMS S.A. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (Registration No. 333-179689) (the “Registration Statement”).  The Registrant respectfully requests that, pursuant to Section 8(a) of the Securities Act of 1933, such Registration Statement be declared effective as of 9:30 a.m., Eastern Daylight Time, on Wednesday, May 16, 2012 or as soon as practicable thereafter. Please send a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the aforementioned Registration Statement to our counsel, Jones Day, attention: Linda Hesse, at facsimile +33 (0) 1 56 59 39 38.  Ms. Hesse’s direct line is +33 (0) 1 56 59 38 72.

The Registrant confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the registration of the securities specified in the Registration Statement.  It acknowledges that:

·

should the Commission or the Commission 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 Commission staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and

·

the Registrant may not assert staff comments and 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.

Best regards,

EDAP TMS S.A.

By:           /s/ Eric Soyer

Name:

Eric Soyer

Title:

Chief Financial Officer

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EDAP TMS SA

4 rue du Dauphiné

69120 Vaulx-en-Velin

FRANCE

May 15, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-6010

Attn: Russell Mancuso and Jay Mumford

Re:

Edap TMS S.A.

Request for Effectiveness of Registration Statement on Form F-3 (File No. 333-179689)

Ladies and Gentlemen:

Pursuant to Rule 461(a) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), EDAP TMS S.A. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (Registration No. 333-179689) (the “Registration Statement”).  The Registrant respectfully requests that, pursuant to Section 8(a) of the Securities Act of 1933, such Registration Statement be declared effective as of 9:30 a.m., Eastern Daylight Time, on Wednesday, May 16, 2012 or as soon as practicable thereafter. Please send a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the aforementioned Registration Statement to our counsel, Jones Day, attention: Linda Hesse, at facsimile +33 (0) 1 56 59 39 38.  Ms. Hesse’s direct line is +33 (0) 1 56 59 38 72.

The Registrant confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they related to the registration of the securities specified in the Registration Statement.  It acknowledges that:

·

should the Commission or the Commission 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 Commission staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and

Securities and Exchange Commission

Page 2

·

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.

Best regards,

EDAP TMS S.A.

By:

/s/ Eric Soyer

Name:

Eric Soyer

Title:

Chief Financial Officer

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JONES DAY

PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA

AVOCATS AU BARREAU DE PARIS

2, RUE SAINT-FLORENTIN · 75001 PARIS

TELEPHONE: (0)1.56.59.39.39 · FACSIMILE: (0)1.56.59.39.38 · TOQUE J 001

WWW.JONESDAY.COM

May 11, 2012

Via EDGAR

Russell Mancuso

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

USA

Re:

EDAP TMS S.A.

Registration Statement on Form F-3

Amendment No. 1 filed April 27, 2012

File No. 333-179689

Dear Mr. Mancuso:

We refer to the above-referenced filing of EDAP TMS S.A. (“the Company”), and to the comment letter of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 3, 2012.  The Company has requested us to respond to the Staff’s comment letter relating to the above-referenced filing.

We have responded to both of the Staff’s comments by providing information or responses as requested and filing Amendment No. 2 to the Registration Statement on Form F-3, File No. 333-179689 (the “Registration Statement”).  The numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter which have been retyped in bold herein for your ease of reference.

1.           Please revise throughout your registration statement to reflect the changes to your fee table. For example, we note that you have not revised your prospectus cover page or selling shareholder table.

Pursuant to your comment, we have revised the disclosure in Part I of the Registration Statement to reflect the changes made to the fee table in Amendment No. 1 to the Registration Statement. In particular, we have revised the prospectus cover page, the risk factor disclosure as well as the selling shareholder section.

Documents Incorporated by Reference, page 8

2.           Please update this section of your prospectus. For example, we note that you have not incorporated by reference your Form 20-F filed on April 26, 2012.

We have updated the disclosure in Part I of the Registration Statement under the heading “Documents Incorporated by Reference” to reflect the incorporation by reference of our annual report on Form 20-F filed on April 26, 2012.

As requested, the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or an person under the federal securities laws of the United States.

* *

We appreciate your consideration in this matter. If you wish to discuss any of our responses, or have any further questions, please do not hesitate to contact the undersigned (office telephone number: +33-1-56-59-38-72, cell phone number: +33-6-14-46-48-59, or email: lhesse@jonesday.com).

Sincerely,

/s/ Linda Hesse

Linda Hesse

cc:           Jay Mumford, Securities and Exchange Commission

Marc Oczachowski, EDAP TMS SA

Eric Soyer, EDAP TMS SA

Blandine Confort, EDAP TMS SA

May 3, 2012
 Via E-mail

Eric Soyer Chief Financial Officer EDAP TMS S.A. 4, rue du Dauphine 69120 Vaulx-en-Velin France
Re: EDAP TMS S.A.
Registration Statement on Form F-3 Amendment No. 1 filed April 27, 2012
  File No. 333-179689

Dear Mr. Soyer:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, 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. Please revise throughout your registration stat ement to reflect the changes to your fee
table.  For example, we note that you have  not revised your prosp ectus cover page or
selling shareholder table.
Documents Incorporated by Reference, page 8

 2. Please update this section of your prospectus .  For example, we note that you have not
incorporated by reference your Fo rm 20-F filed on April 26, 2012.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Eric Soyer EDAP TMS S.A. May 3, 2012 Page 2

 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Jay Mumford at 202-551-3637 or me at 202-551-3617 with any questions.

Sincerely,
   /s/ Russell Mancuso
         R u s s e l l  M a n c u s o          B r a n c h  C h i e f   cc (via e-mail): Linda Hesse

Mail Stop 6010

        October 4, 2006

Thierry Turbant
Chief Financial Officer
EDAP TMS S.A.
Parc d’Activites la Poudrette-Lamartine
4/6, rue du Dauphine  69120 Vaulx-en-Velin, France

 Re: EDAP TMS S.A.
  Form 20-F for the Fiscal  Year Ended December 31, 2005
  Filed June 6, 2006
File No. 000-29374

Dear Mr. Turbant:

 We have completed our review of your Form 20-F and related filings and do not, at this time, have
any further comments.

        S i n c e r e l y ,

        M a r t i n  J a m e s
        Senior Assistant Chief Accountant

Mail Stop 6010

September 11, 2006

Via U.S. Mail and Facsimile to +33(0) 47215 3144

Thierry Turbant
Chief Financial Officer
EDAP TMS S.A. Parc d’Activites la Poudrette-Lamartine
4/6, rue du Dauphine  69120 Vaulx-en-Velin, France

 Re: EDAP TMS S.A.
  Form 20-F/A for the Fiscal Year Ended December 31, 2005
  Filed August 22, 2006
File No. 000-29374

Dear Mr. Turbant:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Thierry Turbant
EDAP TMS S.A.
September 11, 2006 Page 2
Form 20-F/A filed August 22, 2006

Item 15. Controls and Procedures, page 59

1. We note your disclosure that your prin cipal executive officer and principal
financial officer have evaluated your disclo sure controls and pr ocedures as of a
date “within 90 days before the date of your annual report”.  Please confirm
management's conclusion regarding the effectiveness of your disclosure controls and procedures was made
as of the end of the period covered by the annual report
and revise your future filings to disclose this fact, if true.  Refer to Item 307 of
Regulation S-K and Part III.F of Manageme nt's Reports on Internal Control Over
Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic
Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm .

2. We note your disclosure that management  has concluded that your disclosure
controls and procedures are effective "to ensure that information required to be
disclosed in the reports we file and su bmit under the Exchange Act is recorded,
processed, summarized and re ported as and when required.”   The language that is
currently included after the word "effectiv e" in your disclosure appears to be
superfluous, since the meaning of "dis closure controls a nd procedures" is
established by Rule 13a-15(e)  of the Exchange Act.  However, if you do not wish
to eliminate this language, please revise so  that the language th at appears after the
word "effective" is substantially similar in all material respects to the language
that appears in the entire two-sentence  definition of "disclosure controls and
procedures" set forth in Rule 13a-15(e). Pl ease revise future filings to comply.

Audited Consolidated Financial Statements, page 65

Consolidated Statements of Income, page F-3

3. Revenue and the related cost of sales fr om rental or service arrangements that
account for more than 10% of net sales s hould be separately presented on the face
of this statement. Please revise future filings as necessary to separately present the revenues and related costs of sales fro m tangible goods, services and rentals on
your consolidated statements of income.  Please refer to Rule 5-03(b)(1) and Rule
5-03(b)(2) of Regulations S-X.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Thierry Turbant
EDAP TMS S.A.
September 11, 2006 Page 3
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or me at
(202) 551-3603 if you have questions regarding these comments on the financial statements and related matters.  In this regard, do not hesitate to contact Angela Crane, Branch Chief, at (202) 551-3554.

        S i n c e r e l y ,

        J a y  W e b b
        Reviewing Accountant