SecProbe.io

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 February 5, 2026

John Duke
President and Chief Executive Officer
HARVARD BIOSCIENCE INC
84 October Hill Road
Holliston, MA 01746

 Re: HARVARD BIOSCIENCE INC
 Registration Statement on Form S-3
 Filed January 30, 2026
 File No. 333-293099
Dear John Duke:

 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 Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Megan Gates
</TEXT>
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 February 5, 2026

 Via EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

 Attn: Margaret Sawicki

 Re:
 Harvard Bioscience, Inc.

 Registration Statement on Form S-3 (the "Registration Statement")

 File No. 333-293099

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Harvard Bioscience, Inc. (the "Company") hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated to 10 a.m., Eastern Time, on February 9, 2026, or as soon as practicable thereafter.

 Please contact Sarah C. Griffiths of Covington & Burling LLP at (617) 603-8815 or sgriffiths@cov.com with any questions you may have regarding this request. In addition, please notify Ms. Griffiths by telephone when this request for acceleration has been granted.

 Very truly yours,

 HARVARD BIOSCIENCE, INC.

 By:
 /s/ Mark Frost

 Name:
 Mark Frost

 Title:
 Interim Chief Financial Officer

 cc:
 Megan Gates, Covington & Burling LLP

 Sarah C. Griffiths, Covington & Burling LLP

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HARVARD BIOSCIENCE INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

December 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Margaret Sawicki

    Re:
    Harvard Bioscience Inc.

    Registration Statement on Form S-3

    Filed December 6, 2024

    File No. 333-283637

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Harvard Bioscience Inc. (the “Company”) hereby requests that the effective
date of the Company’s Registration Statement on Form S-3 (File No. 333-283637) (the “Registration Statement”)
be accelerated so that the Registration Statement will become effective on Friday, December 27, 2024 at 4:30 p.m. (Eastern Time),
or as soon thereafter as practicable.

Please feel free to direct any
questions or comments concerning this request to Daniel Woodard, Esq. of McDermott Will & Emery LLP at (212) 547-5553.

The Company understands that
the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is
aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

    HARVARD BIOSCIENCE INC.

    By:
    /s/ James Green

    Name:
     James Green

    Title:
     Chief Executive Officer

cc: Daniel Woodard, McDermott Will & Emery LLP

December 12, 2024
James Green
Chief Executive Officer
HARVARD BIOSCIENCE INC
84 October Hill Road
Holliston, Massachusetts 01746-1371
Re:HARVARD BIOSCIENCE INC
Registration Statement on Form S-3
Filed December 6, 2024
File No. 333-283637
Dear James Green:
            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 Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Mark Mihanovic

United States securities and exchange commission logo
August 16, 2023
James Green
Chief Executive Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, MA 01746-1371
Re:Harvard Bioscience, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 5, 2023
File No. 001-33957
Dear James Green:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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August 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown and Amanda Ravitz

 Re: Harvard Bioscience, Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 5, 2023

File No. 001-33957

Dear Ms. Brown and Ms. Ravitz:

We acknowledge receipt
of the letter of comment dated July 28, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission with regard
to the Definitive Proxy Statement on Schedule 14A filed by Harvard Bioscience, Inc. (the “Company”) on April 5, 2023 (the
 “DEF 14A”). Capitalized terms used herein and not separately defined have the meanings given to them in the DEF 14A. To facilitate
the Staff’s review, we have reproduced the text of the Staff’s comment in italics below, and our response appears immediately
below the comment.

Definitive Proxy Statement on Schedule 14A filed April 5, 2023

Pay versus Performance, page 25

 1. Refer to the pay versus performance table. We note that the amounts listed for 2021 and 2022 in column
(b) are not the same as the amounts listed for those years in the PEO “TOTAL” column of the Summary Compensation Table on
page 20. Similarly, the average of the non-PEO NEO amounts reported in column (d) do not appear to be consistent with the amounts reported
in the “TOTAL” column of the Summary Compensation Table for the non-PEO NEOs. Please ensure that you have entered the correct
Summary Compensation Table amounts in your pay versus performance tables pursuant to Regulation S-K Item 402(v) and that the calculation
of compensation actually paid and your relationship disclosures reflect the appropriate calculations.

The Company will ensure
that it enters the correct Summary Compensation Table amounts in future pay versus performance tables pursuant to Regulation S-K Item
402(v) and that the calculation of compensation actually paid and the relationship disclosures reflect the appropriate calculations.

* * * * *

    August 9, 2023

Page 2

The Staff is invited to
contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has
any further comments.

    Sincerely,

    /s/ John Fry

    John Fry

    Chief Legal Counsel and Secretary

    Harvard Bioscience, Inc.

United States securities and exchange commission logo
July 28, 2023
James Green
Chief Executive Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, MA 01746-1371
Re:Harvard Bioscience, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 5, 2023
File No. 001-33957
Dear James Green:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.  Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 5, 2023
Pay versus Performance, page 25
1.Refer to the pay versus performance table. We note that the amounts listed for 2021 and
2022 in column (b) are not the same as the amounts listed for those years in the PEO
"TOTAL" column of the Summary Compensation Table on page 20. Similarly, the
average of the non-PEO NEO amounts reported in column (d) do not appear to be
consistent with the amounts reported in the "TOTAL" column of the Summary
Compensation Table for the non-PEO NEOs. Please ensure that you have entered the
correct Summary Compensation Table amounts in your pay versus performance tables
pursuant to Regulation S-K Item 402(v) and that the calculation of compensation actually
paid and your relationship disclosures reflect the appropriate calculations.
            Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

Mail Stop 3030
May 8 , 2018

Via E -mail
Jeffrey A. Duchemin
Chief Executive Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston,  Massachusetts 01746

Re: Harvard Bioscience, Inc.
  Registration Statement on Form S-3
Filed  April 30, 2018
  File No.  333-224535

Dear Mr. Duchemin :

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 Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Chad J. Porter, Esq.
Burns & Levinson LLP

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Harvard Bioscience, Inc.

84 October Hill Road

Holliston, Massachusetts 01746

        May 8, 2018

        VIA EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F. Street, N.E.

        Washington, D.C. 20549

Re:  Harvard Bioscience, Inc. (the “Company”)
 Registration Statement on Form S-3
 File No. 333-224535

                                                                                Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission (the “Commission”)
of the effective date of the Registration Statement on Form S-3 (File No. 333-224535) (the “Registration Statement”)
of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Washington,
D.C. time, on May 9, 2018, or as soon as practicable thereafter.

The Company respectfully requests that it
be notified of such effectiveness by a telephone call to Chad J. Porter of Burns & Levinson LLP at (617) 345-3686 and that
such effectiveness also be confirmed in writing.

If you have any further questions or comments,
or if you require any additional information, please contact the undersigned by telephone at (508) 893-9999 or our attorney, Chad
J. Porter at the number above. Thank you for your assistance.

        Very truly yours,

        Harvard Bioscience, Inc.

        By: /s/ Robert E. Gagnon

        Name: Robert E. Gagnon

        Title: Chief Financial Officer

 cc: Jeffrey A. Duchemin, Chief Executive Officer, Harvard Bioscience, Inc.

Josef B. Volman, Esq., Burns
& Levinson LLP

Mail Stop 3030

December 16 , 2015

Via E -mail
Jeffrey A. Duchemin
Chief Executive Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746

Re: Harvard Bioscience, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 12, 2015
File No. 001 -33957

Dear Mr. Duchemin :

We have completed our review of your filing .  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 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 la ws of the United States.  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 applicable rules require.

Sincerely,

 /s/ Geoff Kruczek  for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc (via e-mail):  Chad J. Burns , Esq.
 Burns & Levinson LLC

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harvard
bioscience, Inc.

84
October Hill Road

Holliston, MA 01746

December 11, 2015

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Divison of Corporate Finance

Mail Stop 3030

100 F Street, NE

Washington, DC 20549

Attention: Tim Buchmiller

Re:  Harvard Bioscience, Inc.

    Form 10-K for the fiscal year ended December 31,
2014

    Filed March 12, 2015

    File No. 001-33957

Ladies and Gentlemen:

This letter (this “Letter”) is sent by Harvard Bioscience,
Inc., a Delaware corporation (the “Company”) in response to the comments (each, a “Comment”) of the Staff
(the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), included in a letter
(the “Comment Letter”) received by electronic mail dated December 4, 2015 regarding the Company’s Form 10-K for
the fiscal year ended December 31, 2014, as filed with the SEC on March 12, 2015 (the “Form 10-K”).

Set forth below are responses to the numbered Comments contained
in the Comment Letter. For your convenience, each response of the Company (each a “Response”) follows the sequentially
numbered Comment copied from the Comment Letter.

Item 7. Management’s Discussion and Analysis,
page 27

 1. We note your disclosure that your revenues during fiscal 2014 increased as compared to fiscal 2013 and that the increase
was the result of revenues from newly acquired business and organic growth. When individual line items disclosed in your statements
of operations significantly fluctuate in comparison to the comparable prior period, management should quantify and disclose the
nature of each item that caused the significant change. For example, please quantify each material factor such as increases or
decreases in revenue from business acquisitions or organic growth that affected your overall revenues. For factors such as organic
growth, please discuss the underlying material causes for the increase
in growth. Please revise future filings in response to this comment. For further guidance, please refer to Item 303 and the related
instructions in Regulation S-K as well as SEC Interpretive Release No. 34-48960 (December 19, 2003).

Securities and Exchange Commission

December 11, 2015

Page 2

Response to Comment 1:

In future filings, to the extent required by applicable securities
laws and regulations, including Regulation S-K, (i) in the event individual line items disclosed in the Company’s statements
of operations significantly fluctuate in comparison to the comparable prior period, the Company will quantify, to the extent the
numbers can properly be derived, and disclose the nature of each item that caused the significant change, and (ii) the Company
will quantify, to the extent the numbers can properly be derived, and discuss each material factor that affected its overall revenues,
and for material factors such as organic growth, the Company will discuss the underlying material causes for the increase in growth.

 2. Where you attribute changes in gross margin to shifts in “product mix,” please revise future filings to clarify
how that mix has shifted such that gross margin was impacted. In addition, we note the reference on page 4 to five product families
and the subsequent disclosure describing those families. Please revise future filings to include the disclosure required by Regulation
S-K Item 101(c)(1)(i).

Response to Comment 2:

In future filings, to the extent required by applicable securities
laws and regulations, including Regulation S-K, (i) when the Company attributes changes in gross margin to shifts in “product
mix,” it will clarify how that mix has shifted such that gross margin was impacted, and (ii) the Company will include any
disclosure required by Regulation S-K Item 101(c)(1)(i).

 3. We note your first risk factor references that a significant portion of your revenues are derived from customers who
are dependent for their funding upon grants from the NIH and similar agencies in other countries and your statements in your third
quarter conference call that the global slowdown in the academic and government research markets due to budget constraints continues
to be challenging. In your future filings, please disclose any known trends affecting your business. Please refer to Regulation
S-K Item 303(a)(3)(ii). Please also revise future filings to clarify the extent to which you are indirectly dependent on such funding.
We note, for example, the references in your third quarter conference call to deriving 70% of your revenue from the academic and
government research market.

Response to Comment 3:

In future filings, to the extent required by applicable securities
laws and regulations, including Regulation S-K, the Company (i) will disclose any known and material trends that affect its business,
and (ii) will clarify the extent to which it is indirectly dependent on funding that its customers are dependent on with respect
to grants from the NIH and similar agencies in other countries.

Securities and Exchange Commission

December 11, 2015

Page 3

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 SEC 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 SEC or any person under the federal securities laws of the United States.

This Letter responds to all Comments contained in the Comment
Letter. If you have any further questions or comments, or if you require any additional information, please contact the undersigned
by telephone at (508) 893-8999 or our attorney, Chad J. Porter, at (617) 345-3686.

Thank you for your assistance.

Sincerely,

harvard bioscience,
Inc.

/s/ Jeffrey A. Duchemin

Jeffrey A Duchemin

Chief Executive Officer

cc: Chad J. Porter, Esq., Burns & Levinson LLP

Mail Stop 3030

December 4 , 2015

Via E -mail
Jeffrey A. Duchemin
Chief Executive Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746

Re: Harvard Bioscience, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 12, 2015
File No. 001-33957

Dear Mr. Duchemin :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7.  Management’s Discussion and Analysis, page 27

1. We note your  disclosure that your revenues during fiscal 201 4 increased as compared to
fiscal 201 3 and that the increase was the result of revenues from newly acquired business and
organic growth .  When individual line items disclosed in your statements of operations
significantly fluctuate in comparison to the comparable prior period, management should
quantify and disclose the nature of each item that caused the significant change.  For
example, please quantify each material factor  such as increases or decreases in r evenue from
business acquisitions or organic growth that affected your overall revenues .  For factors such
as organic growth, please discuss the underlying material causes for the increase in growth .
Please revise future filings in response to this commen t.  For further guidance, please refer to
Item 303 and the related instructions in Regulation S -K as well as SEC Interpretive Release
No. 34 -48960 (December 19, 2003).

Jeffrey A. Duchemin
Harvard Bioscience, Inc.
December 4, 2015
Page 2

 2. Where you attribute changes in gross margin to shifts in “product mix,” please revise
future filings to clarify how that mix has shifted such that gross margin was impacted.  In
addition, we note the reference on page 4 to five product families and the subsequent
disclosure describing those families.  Please revise future filings to include the disclosure
required by Regulation S -K Item 101(c)(1)(i).

3. We note your first risk factor references that a significant portion of your revenues are
derived from customers who are dependent for their funding upon grants from the NIH
and similar agencies  in other countries and your statements in your third quarter
conference call that the global slowdown in the academic and government research
markets due to budget constraints continues to be challenging.  In your future filings,
please disclose any known  trends affecting your business.  Please refer to Regulation  S-K
Item 303(a)(3)(ii).  Please also revise future filings to clarify the extent to which you are
indirectly dependent on such funding.  We note, for example, the references in your third
quarter  conference call to deriving 70% of your revenue from the academic and
government research market.

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 applicable 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 disclosur es 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 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 secur ities laws of the United States.

Jeffrey A. Duchemin
Harvard Bioscience, Inc.
December 4, 2015
Page 3

 Please contact Tim Buchmiller at (202) 551 -3635  or Geoff Kruczek, Senior Attorney, at
(202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Chad J. Burns,  Esq.
 Burns & Levinson LLC

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030           December 22, 2009   Thomas McNaughton Chief Financial Officer Harvard Bioscience, Inc. 84 October Hill Road Holliston, MA 01746

 Re: Harvard Bioscience, Inc.
Form 10-K for the Fiscal-Year ended December 31, 2008
  Filed March 11, 2009
File No. 001-33957

Dear Mr. McNaughton:
  We have completed our review of your Form 10-K and related filings and do not, at this time, have
any further comments.             S i n c e r e l y ,                    Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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Response Letter

 December 14, 2009

 VIA EDGAR AND FEDERAL EXPRESS

 Ms. Kate Tillan

 Assistant Chief Accountant

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, DC 20549-6010

Re:
Harvard Bioscience, Inc.

Form 10-K for Fiscal Year ended December 31, 2008

Filed March 11, 2009

File No. 001-33957

 Dear
Ms. Tillan:

 This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to Harvard Bioscience, Inc. (the “Company”) dated November 30, 2009 (the “Comment Letter”) with respect to the
Company’s Annual Report on Form 10-K (File Number 001-33957) filed with the Commission on March 11, 2009.

 Set forth below are the
Company’s responses to the comments made by the Staff in the Comment Letter. For reference purposes, the Staff’s comments have been reproduced below.

 Form 10-K for the Fiscal Year Ended December 31, 2008

Item 9A.
Controls and Procedures, page 42

 Comment No. 1

 We note that your officers only concluded that your disclosure controls and procedures were effective
“in providing reasonable assurance that information required to be disclosed by [you] in reports that [you] file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s
rules and forms.” In your future filings, also disclose whether your officers concluded that your disclosure controls and

procedures were also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your
management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Please note that this comment also applies to your effectiveness conclusions in your quarterly reports.

 Response to Comment No. 1

 The Company will provide the disclosure referenced in the Staff’s comment in future filings.

 Comment No. 2

 We note your disclosure that there “have been no significant changes in the Company’s internal controls over financial
reporting during the quarter ended December 31, 2008 that would materially affect, or are reasonably likely to materially affect [y]our internal controls over financial reporting.” To the extent that your disclosure was provided to address
Item 308(c) of Regulation S-K which requires disclosure of any change that occurred during the quarter that materially affected, or is reasonably likely to materially affect, your internal control over financial reporting, please note that the
need for disclosure is not limited to significant changes that could affect your internal control over financial reporting subsequent to the date of your evaluation. Please correct the disclosure in future filings to address all changes or advise
us.

 Response to Comment No. 2

 The Company will revise its disclosure in future filings in accordance with the Staff’s comment.

 Financial Statements, page F-1

 Balance Sheet, page F-3

 Comment No. 3

 We note that you reflect a line item for goodwill and other
indefinite lived intangible assets on the balance sheets. In future filings, please revise to separately state the amount of goodwill on the face of your balance sheet consistent with paragraph 350-20-45-1 of FASB ASC (formerly paragraph 43 of SFAS
142).

 Response to Comment No. 3

 The Company will revise its balance sheet in future filings consistent with paragraph 350-20-45-1 of FASB ASC in accordance with the Staff’s comment.

 2

 Other Matters

 In responding to the Staff’s comments, the Company acknowledges that:

•

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

•

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

•

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

 If you should have any questions about this letter, please call the undersigned at
(508) 893-3135.

Very truly yours,

/s/ Thomas McNaughton

 Thomas McNaughton

 Chief
Financial Officer

 3

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
  November 30, 2009
Via U.S. Mail and Facsimile to (508) 429-5732

 Thomas McNaughton Chief Financial Officer Harvard Bioscience, Inc. 84 October Hill Road
Holliston, MA 01746

 Re: Harvard Bioscience, Inc.
Form 10-K for the Fiscal-Year ended December 31, 2008
  Filed March 11, 2009
File No. 001-33957

Dear Mr. McNaughton:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, 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 requir ements 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 th e end of this  letter.

Thomas McNaughton
Harvard Bioscience, Inc.
November 30, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 9A.  Controls a nd Procedures, page 42

 1. We note that your officers only concluded that your disclosure cont rols and procedures
were effective "in providing reasonable a ssurance that information required to be
disclosed by [you] in reports that [you] file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time period specified in the
SEC's rules and forms."  In your future f ilings, also disclose whether your officers
concluded that your disclosure c ontrols and procedures were al so effective to ensure that
information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communi cated to your management, including your
chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  Please note that this comment also applies to your effectiveness conclusions in your quarterly reports.
 2. We note your disclosure that there "have been no significan t changes in the Company’s
internal controls over fina ncial reporting during the qua rter ended December 31, 2008
that would materially affect, or  are reasonably likely to materi ally affect [y]our internal
controls over financial reporti ng."  To the extent that you r disclosure was provided to
address Item 308(c) of Regulation S-K which requires disclosure of any change that
occurred during the quarter that materially affected , or is reasonably likely to materially
affect, your internal control over financial re porting, please note that the need for
disclosure is not limited to si gnificant changes that could aff ect your internal control over
financial reporting subsequent to the da te of your evaluation.  Please correct the
disclosure in future filings to address all changes or advise us.

Financial Statements, page F-1

Balance Sheet, page F-3

3. We note that you reflect a line item for goodwill and other indefinite lived intangible
assets on the balance sheets.  In future filings , please revise to sepa rately state the amount
of goodwill on the face of your ba lance sheet consistent with  paragraph 350-20-45-1 of
FASB ASC (formerly pa ragraph 43 of SFAS 142).

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

Thomas McNaughton
Harvard Bioscience, Inc. November 30, 2009 Page 3
  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 all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, 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 securities 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 sta ff of the Division of Corporati on Finance 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-
3604 if you have questions regarding comments on th e financial statements and related matters.
Please contact Ruairi Regan at (202) 551-3269 or Tim Buchmiller  at (202) 551-3635 if you have
questions on other comments.  In this regar d, do not hesitate to contact Jeffrey Jaramillo,
Accounting Branch Chief, at ( 202) 551-3212 with any questions.

         S i n c e r e l y ,                     K a t e  T i l l a n          Assistant Chief Accountant

Mail Stop 6010

June 5, 2006
Mr. Bryce Chicoyne
Chief Financial Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746

  RE:  Harvard Bioscience, Inc.
Form 10-K for the fiscal year ended December 31, 2005
    Form 8-K filed March 2, 2006
   File No.  0-31923

Dear Mr. Chicoyne:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

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

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

 HARVARD BIOSCIENCE, INC.

 84 October Hill Road

 Holliston, Massachusetts 01746

 May 25, 2006

 Via EDGAR

 Mr. Eric Atallah

 Staff Accountant

 Securities and Exchange Commission

 100 F. Street, N. E., Mail Stop 6010

 Washington, D.C. 20549-0306

Re:
Harvard Bioscience, Inc.

 Form 10-K for the
fiscal year ended December 31, 2005

 Form 8-K filed March 2, 2006

 File No. 0-31923

 Dear Mr. Atallah:

 This letter is submitted on behalf of Harvard Bioscience, Inc. (the “Company”) in response to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 filed on March 16, 2006 (the “Form 10-K”) and with respect to the Company’s Current Report on Form 8-K filed March 2, 2006 (the “Form 8-K”), as set forth in the letter dated
April 10, 2006 from the Staff to Mr. Bryce Chicoyne (the “Comment Letter”).

 For reference purposes, the text of the
Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter and we have bolded the headings of our responses thereto.

 In connection with the Company’s response to the Comment Letter, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commissioner;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings with the
Commissioner; and

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 2

•

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.

 Form 10-K for the year ended December 31, 2005

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 25

 Liquidity and Capital Resources, page 30

 Comment No. 1:

 Please tell us and revise future filings to describe how cash flows from
discontinued operations are reflected in your cash flows statements. In addition, revise future filings to describe how the absence of cash flows or absence of negative cash flows, related to the discontinued operations will impact your future
liquidity and capital resources.

 Response to Comment No. 1:

 The Company has elected to combine the cash flows from both continuing and discontinued operations within each category, in accordance with footnote 10
of Statement of Financial Accounting Standard (SFAS) No. 95, Statement of Cash Flows. Accordingly, the Company will modify the introduction to its discussion of liquidity and capital resources in future filings to discuss how the Company
has reflected the cash flows from discontinued operations in our statement of cash flows. In addition, the Company will describe how the absence of cash flows or absence of negative cash flows will impact the Company’s future liquidity and
capital resources, as appropriate.

 Item 9A. Controls and Procedures, page 38

 Comment No. 2:

 We note your
statement that “. . . any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. . .” Please revise future filings to state clearly, if true,
that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level. In the alternative, please remove the reference to the level of assurance of your disclosure controls and procedures in future filings. Please refer to Section II.F.4 of Management’s Reports on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act

Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 3

 Periodic Reports, SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

 Response to Comment No. 2:

 As
requested by the Staff’s comment, the Company intends to include the following disclosure, if true, relating to the conclusions of the Company’s principal executive and principal financial officers regarding the effectiveness of the
Company’s disclosure controls and procedures in future filings with the Commission requiring such disclosure.

 “As required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, we have evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and our management necessarily was required to apply its
judgment in evaluating and implementing our disclosure controls and procedures. Based upon the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that they believe that our disclosure controls and
procedures were effective, as of the end of the period covered by this report, in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.”

 Note 7 - Discontinued Operations, page F-17

 Comment No. 3:

 Please tell us and disclose in future filings, the facts and circumstances leading to the $11.5 million long lived asset impairment and $17.2 million
goodwill impairment, including all significant valuation assumptions. The discussion should not merely state that there was a decrease in revenues and operating profit, but should discuss the reasons why you believe those future cash flows are
decreasing. Also please discuss the expected manner and timing of the disposal as required by paragraph 47(a) of SFAS 144.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 4

 Response to Comment No. 3:

 During the second and fourth quarters of 2005, the Company, with the assistance of third party independent appraisers, used a combination of income and market valuation approaches to develop indications of value for its assets, asset groups
and reporting units within the Capital Equipment Business segment. Although there are many estimates and assumptions included in the valuation approaches used by the Company and its third party independent appraisers, such as expected gross profit
margins, amount of operating expenses, capital expenditures, assumed tax rate, discount rates, and exit multiples, actual and expected revenue was the most significant assumption impacting the valuations. Accordingly, the reduction in the level of
actual and expected revenues described below was the primary cause of the impairment charges recorded by the Company during 2005.

 Prior to
being classified as a discontinued operation, during the second quarter for 2005, the asset groups that comprise the Capital Equipment Business segment experienced a significant decrease in revenues and operating profit margins compared to the
Company’s internal forecasts. The Company believed the decrease in revenues was caused by a general market decrease in demand for capital equipment, excess capacity of certain genomics equipment in the market place, and the failure of markets
for new applications for certain products to develop as previously anticipated. The Company believed that these developments would continue to negatively impact the Capital Equipment Business segment for the foreseeable future and, accordingly, that
future revenues and operating profit margins in this segment would be significantly less than the Company’s prior estimates. These facts and circumstances led to the long-lived asset and goodwill impairment charges recorded during the second
quarter of 2005.

 Subsequent to the Company announcing its plan to sell the Capital Equipment Business segment, and specifically during the
fourth quarter of 2005, certain product lines experienced further declines in revenues. Due to the relative high price and nature of the products sold by Capital Equipment Business segment the Company believed that certain customers, particularly
distributors, were not promoting and purchasing certain products due to the uncertain future of the business. The Company believed that this development would continue to negatively impact the Capital Equipment Business segment for the foreseeable
future and, accordingly, that future revenues and operating profit margins would be less than the Company’s prior estimates. These facts and circumstances led to the long-lived asset and goodwill impairment charges recorded during the fourth
quarter of 2005.

 The Company advises the staff that it currently anticipates it will sell the Capital Equipment Business segment in a
single transaction prior to the end of the third quarter of 2006.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 5

 As requested by the Staff’s comment, the Company expects to include the following disclosure in its Form 10-Q for the quarterly period ended June
30, 2006 with the Commission requiring such disclosure.

 “In July 2005, we announced plans to divest our Capital Equipment Business
segment. The decision to divest this business was based on the fact that market conditions for the Capital Equipment Business segment have been such that this business has not met our expectations and the decision to focus our resources on our
Apparatus and Instrumentation Business segment. As a result, we began reporting our Capital Equipment Business segment as a discontinued operation in the third quarter of 2005. The Company currently anticipates it will sell the Capital Equipment
Business segment in a single transaction prior to the end of the third quarter of 2006.

 Prior to being classified as a discontinued
operation, during the second quarter of 2005, the asset groups that comprise the Company’s Capital Equipment Business segment experienced a significant decrease in revenues and operating profit margins. The Company believed the decrease in
revenues was caused by a general market decrease in demand for capital equipment, excess capacity of certain genomics equipment in the market place, and the failure of markets for new applications for certain products to develop as previously
anticipated. These factors led the Company to revise its expectations of future revenues and operating profit margins for the Capital Equipment Business segment. As a result, with the assistance of third party independent appraisers, the Company
re-evaluated the long-lived assets associated with these asset groups in accordance with SFAS No. 144 and determined that certain intangible assets within these asset groups were impaired as of June 30, 2005. The Company used an income
approach to determine the fair values of the long-lived assets tested for impairment and recorded abandonment and impairment charges within the Capital Equipment Business segment totaling approximately $8.1 million for long-lived assets during the
second quarter of 2005. These abandonment and impairment charges have been classified within discontinued operations for the six months ended June 30, 2005.

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 6

 Also, as a result of the factors described above, in accordance with SFAS No. 142, the Company, with the assistance of third party independent
appraisers, re-evaluated the goodwill associated with the Genomic Solutions and Union Biometrica reporting units for impairment as of June 30, 2005. As a result of this goodwill impairment testing, the Company recorded impairment charges within
the Capital Equipment Business segment of approximately $9.3 million for goodwill during the second quarter of 2005. The Company used a combination of an income approach and a market approach to determine the fair value of its Genomic Solutions and
Union Biometrica reporting units. These impairment charges have been classified within discontinued operations for the six months ended June 30, 2005.

 During the fourth quarter of 2005, certain product lines in the Capital Equipment Business segment did not meet the Company’s revenue forecasts and expectations. The Company believes that the further decline in
revenues was due to the relative high price and nature of the products sold by Capital Equipment Business segment which customers, particularly distributors, may not be promoting and purchasing products due to the uncertain future of the business.
This led to a further reduction in the Company’s expectation of future revenues in the Capital Equipment Business segment. As a result, the Company re-evaluated the goodwill included in this segment in accordance with SFAS No. 142, as well
as the fair value of the disposal group in accordance with SFAS No. 144. As a result, an additional goodwill impairment charge of approximately $7.9 million and a write-down of long-lived assets of approximately $3.4 million were recorded
during the fourth quarter of 2005. The Company used a combination of an income and market approaches to determine the fair value of the disposal group.”

 Mr. Eric Atallah

 Securities and Exchange Commission

 May 25, 2006

 Page 7

 Form 8-K filed March 2, 2006

 Comment No. 4:

 We see that you present your non-GAAP measures and reconciliation in the form of
a non-GAAP statement of income. This format may be confusing to investors as it also reflects several non-GAAP measures, including non GAAP amortization of intangible assets, non-GAAP total operating expenses, non-GAAP operating income, non-GAAP
income from continuing operations before income taxes, non-GAAP income taxes, non-GAAP discontinued operations, net of tax, non-GAAP net income and non-GAAP basic earnings per share. In fact, it appears that management does not use these non-GAAP
measures but they are shown here as a result of the presentation format. Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the-disclosures required by
paragraph (e)(l)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

•

To eliminate investor confusion, please remove the non-GAAP statement of income from all future filings and instead disclose only those non-GAAP measures used by management that
you wish to highlight for investors, with the appropriate reconciliations.

•

Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the
appropriateness of this information being included in a document filed with, and not just furnished to, the Commission. At that time, we may request an amendment to the Form 8-K.

 Response to Comment No. 4:

 The
Company historically has presented an adjusted statement of operations, including a number of adjusted line items, in its earnings releases because the Company believes that it provides usef

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
      April 10, 2006

By U.S. Mail and Facsimile to (508) 429-5732

Mr. Bryce Chicoyne
Chief Financial Officer
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746

		RE: 	Harvard Bioscience, Inc.
      Form 10-K for the fiscal year ended December 31, 2005
				Form 8-K filed March 2, 2006
			File No.  0-31923

Dear Mr. Chicoyne:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your future documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review 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.

Form 10-K for the year ended December 31, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 25

Liquidity and Capital Resources, page 30

1. Please tell us and revise future filings to describe how cash
flows from discontinued operations are reflected in your cash
flows
statements. In addition, revise future filings to describe how the
absence of cash flows or absence of negative cash flows, related
to
the discontinued operations will impact your future liquidity and
capital resources.

Item 9A. Controls and Procedures, page 38

2. We note your statement that "... any controls and procedures,
no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives..."  Please
revise future filings to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level. In the alternative, please remove the reference
to
the level of assurance of your disclosure controls and procedures
in
future filings.  Please refer to Section II.F.4 of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

Note 7 - Discontinued Operations, page F-17

3. Please tell us and disclose in future filings, the facts and
circumstances leading to the $11.5 million long lived asset
impairment and $17.2 million goodwill impairment, including all
significant valuation assumptions.  The discussion should not
merely
state that there was a decrease in revenues and operating profit,
but
should discuss the reasons why you believe those future cash flows
are decreasing.  Also please discuss the expected manner and
timing
of the disposal as required by paragraph 47(a) of SFAS 144.

Form 8-K filed March 2, 2006

4. We see that you present your non-GAAP measures and
reconciliation
in the form of a non-GAAP statement of income. This format may be
confusing to investors as it also reflects several non-GAAP
measures,
including non-GAAP amortization of intangible assets, non-GAAP
total
operating expenses, non-GAAP operating income, non-GAAP income
from
continuing operations before income taxes, non-GAAP income taxes,
non-GAAP discontinued operations, net of tax, non-GAAP net income
and
non-GAAP basic earnings per share.  In fact, it appears that
management does not use these non-GAAP measures but they are shown
here as a result of the presentation format.  Please note that
Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing
information under this item you must provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K,
including a reconciliation to the directly comparable GAAP measure
for each non-GAAP measure presented and explain why you believe
the
measures provide useful information to investors.

* To eliminate investor confusion, please remove the non-GAAP
statement of income from all future filings and instead disclose
only
those non-GAAP measures used by management that you wish to
highlight
for investors, with the appropriate reconciliations.

* Please note that in the event that your Form 8-K is incorporated
by
reference into a 33 Act registration statement, we may have
additional questions relating to the appropriateness of this
information being included in a document filed with, and not just
furnished to, the Commission.  At that time, we may request an
amendment to the Form 8-K.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please 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.

	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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  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 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 securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

								Sincerely,

								Angela Crane
								Branch Chief

Mr. Bryce Chicoyne
Harvard Bioscience, Inc.
April 10, 2006
Page 4

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