Mail Stop 6010


      June 15, 2005


Mr. Greg A. LeClaire
Chief Financial Officer
Utah Medical Products, Inc.
7043 South 300 West
Midvale, UT  84047

	Re:	Utah Medical Products, Inc.
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 16, 2005
      Form 10-Q for the Fiscal Quarter Ended March 31, 2005
      Forms 8-K dated April 19, 2005, April 20, 2005 and May 6,
2005
      File No. 001-12575


Dear Mr. LeClaire:

      We have reviewed your filings and your response letter dated
May 12, 2005 and have the following comments. Where indicated, we
think you should revise your document 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



Draft Form 10-K/A for the Fiscal Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 17

Critical Accounting Policies and Estimates, page 23

1. Please refer to prior comment 7.  We note that your critical
accounting policies include an inventory valuation reserve.
Please
tell us and revise your filing to discuss the following
information
related to this policy:

* Include information regarding how you arrived at these
estimates;

* Discuss how accurate the estimates or assumptions have been in
the
past;

* Discuss whether the estimates or assumptions are reasonably
likely
to change in the future.

Refer to FR-72 and SEC Release No. 33-8350.

Item 9A.  Disclosure Controls and Procedures,  page 25

2. Please refer to prior comment 8.  The definition of disclosure
controls and procedures is included in Rule 13a-15(e) of the
Exchange
Act.  The definition of internal controls over financial reporting
is
included in Rule 13a-15(f) of the Exchange Act.  Please revise
your
filing to include the correct reference to internal controls over
financial reporting and disclosure controls and procedures.

3. We note that you did not include the certifications within this
draft amendment that were previously filed as Exhibit 16 and 17 in
your Form 10-K.  Please include these certifications with your
amended Form 10-K.

Consolidated Financial Statements, page F-1

Consolidated Balance Sheet, page F-7

4. Please refer to prior comment 13.  Please present the carrying
value of your goodwill and do not show the accumulated
amortization
related to your goodwill that was previously recognized prior to
the
adoption of SFAS 142.  See paragraph 43 and Appendix C of SFAS
142.
Please also tell us and disclose whether or not you perform a two-
step impairment test of goodwill pursuant to paragraphs 18 - 41 of
SFAS 142.  We note that your response only addresses paragraphs 23
- -
25 of SFAS 142.  Please tell us and disclose when you perform your
annual testing and revise your footnotes to include your
accounting
policy associated with testing goodwill.
Note 1.  Summary of Significant Accounting Policies, page F-12

Revenue Recognition, page F-13

5. Please refer to prior comment 11.  Please tell us and revise
your
filing to address the following related to your revenue
recognition
policy:
* Describe how your revenue recognition policy considers whether
persuasive evidence of an arrangement exists and the selling price
to
the buyer is fixed or determinable.

* Tell us the nature and significant terms of the arrangements
with
distributors, including any post shipment obligations, acceptance
provisions and return provisions that may exist and how you
account
for such obligations.  Please tell us why it is appropriate to
recognize revenue upon shipment rather than resale to the ultimate
customer.

6. Please refer to prior comment 11(d).  We do not agree that a
sale
with shipping terms of FOB destination is the same as a sale for
which revenue recognition is appropriate due to meeting all of the
criteria to record revenue based upon a bill and hold basis.  For
example, for a bill and hold sale, you would continue to hold the
product because the buyer, and not you, requested that due to a
substantial business purpose of the buyer they needed to order the
goods on a bill and hold basis.  Please revise your financial
statements for each period presented to properly consider when
title
transfers in your recognition of revenue for transactions where
the
shipping terms are FOB destination, or tell us why it is
appropriate
to continue to record these sales upon shipment under U.S. GAAP,
including SAB Topic 13.  Tell us the amount of revenue recognized
in
each period including the latest interim period upon shipment for
transactions where the shipping terms are FOB destination.

7. Please refer to prior comment 11(f).  Please revise the notes
to
the consolidated financial statements to include the amount of
revenues from your external customers for each product and service
or
each group of similar products and services unless it is
impracticable to do so.  Refer to paragraph 37 of SFAS 131.

Note 3.  Investments, page F-16

8. Please refer to prior comment 14.  We note your revised
disclosure
consists of the aggregate fair value of your securities,
classified
as available-for-sale as well as the gross unrealized gains or
losses
for your equity securities.  We also note your revised disclosure
consists of the contractual maturities related to your debt
securities.  Please tell us and revise your filing to clarify the
type of securities that comprise your investment balance as of
December 31, 2003 and 2004.  Please explain to us why you do not
have
any unrealized gains or losses related to your debt securities.


9. Please refer to prior comment 14. We note that you use the
first-
in first-out method to calculate your realized gains for the sale
of
securities.  We also note your disclosure on page F-12 that you
use
the specific identification method to determine your realized
gains
and losses related to the sale of your securities.  Please revise
your filing to clarify the method that use to calculate your
realized
gains and losses related to the sales of your available-for-sale
securities.

Note 6.  Commitments and Contingencies, page F-18

10. Please refer to prior comment 12.  Please respond to the
following:

* Please revise to disclose the nature of the contingency
associated
with the FDA, as well as an estimate of the possible loss or range
of
loss or state that such an estimate cannot be made.   Refer to
paragraph 10 of SFAS 5.
* We note that you created a litigation cost reserve for costs
that
will be incurred through June 2005 associated with the FDA
litigation.  Revise your filing to disclose the amount of the
reserve
that you created as well as to clarify the nature of the reserve
that
you have created for this litigation.  Discuss why the costs only
address the period through June 2005.
* Your policy to record a general reserve in case a lawsuit is
filed
using your previous long-term experience does not appear to comply
with SFAS 5.  Please revise, or tell us in more detail why this
policy is appropriate under U.S. GAAP.

Note 13.  Extraordinary Items, page F-23

11. Please refer to prior comment 15.  From your response it
appears
that your patent infringement settlement with Tyco/Kendall and
costs
of litigation with FDA reflect a normal risk of operating a
business
and do not meet the criteria of paragraphs 19-24 of APB 30 for
recognizing these litigation settlements and costs as
extraordinary
items.    Typically, litigation settlements will not meet the
definition of extraordinary items since most of these settlements
and
claims arise out of product liability or antitrust suits that
reflect
a normal risk of operating a business.  Types of litigation
settlements that may meet the criteria to be treated as
extraordinary
would be truly unusual and unrelated to operations or the normal
operating environment.  For example, a claim relating to a class
action suit resulting from a tender offer for a company`s stock
may
meet the criteria for extraordinary treatment depending on the
specific facts and circumstances.  Please amend your filing to
comply
with APB 30.  Revise Item 6 and MD&A accordingly.

12. Please refer to prior comment 15.  We note that you recorded
$1,337,000 in 2003 for anticipated additional litigation related
to
the Tyco/Kendall settlement.  Please explain to us the measurement
and timing of these costs and revise to disclose your accounting
policy.  That is, if you accrue legal costs related to litigation
instead of expensing these costs as incurred, then you should
disclose that policy in the notes to your financial statements and
ensure that your policy is consistent for all litigation and
periods
presented.

Forms 8-K dated April 19, 2005 and April 20, 2005

Exhibit 99.1

13. Please refer to prior comment 16.  Since you have chosen to
present a non-GAAP financial measure related to your income tax
provision rate within your press releases filed under 2.02 of Form
8-
K, please revise future filings to address the following matters
and
provide us with your proposed revised disclosures:

* Please present the most directly comparable financial measure
calculated and presented in accordance with GAAP; and a
reconciliation, by schedule or other clearly understandable
method,
which shall be quantitative for historical non-GAAP measures
presented, and quantitative, to the extent available without
unreasonable efforts, for forward-looking information, of the
differences between the non-GAAP financial measure disclosed or
released with the most comparable financial measure or measures
calculated and presented in accordance with GAAP identified in
paragraph (a)(1) of Item 100 of Regulation G.

* Please include an enhanced discussion, in sufficient detail
related
to the following:  The substantive reasons why management believes
this non-GAAP measure provides useful information to investors;
the
specific manner in which management uses this non-GAAP measure to
conduct or evaluate its business; the economic substance behind
management`s decision to use each measure; and the material
limitations associated with the use of this non-GAAP measure as
compared to the use of the most directly comparable GAAP measure
and
the manner in which management compensates for these limitations
when
using the non-GAAP measure.

Refer to paragraph (e)(1)(i) of Item 10 of Regulation S-K and
Question 8 of the FAQ Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003.

Form 8-K dated May 6, 2005

14. We note that you accelerated your stock options to employees,
officers, and directors.  Explain to us how you considered
Question
10 of FIN 44 in your accounting for the acceleration of these
options.

Representations

15. We note your statement that "UTMD understands that, in the
event
of a subsequent enforcement proceeding, the Company cannot assert
that SEC staff have agreed with its amendments."  Please note that
you may not change, qualify or condition the requested
representations in this manner.  Please provide all three
acknowledgements in the form previously requested.

      As appropriate, please amend your December 31, 2004 Form 10-
K
and March 31, 2005 Form 10-Q and respond to these comments within
10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments 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 amendments and 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 investment 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 Tara Harkins, Staff Accountant, at (202)
824-
5496 or Kate Tillan, Assistant Chief Accountant,  at (202) 551-
3604
if you have questions regarding these comments, or the undersigned
at
(202) 551-3327.


      							Sincerely,



								Michele Gohlke
								Branch Chief


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Mr. Greg A. LeClaire
Utah Medical Products, Inc.
June 15, 2005
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