Mail Stop 0306

October 26, 2004

VIA U.S. MAIL and FACSIMILE (314) 771-0650


Daniel C. Dunn
Vice President and Chief Financial Officer
Allied Healthcare Products, Inc.
1720 Sublette Ave.
St. Louis, MO  63110

	RE:	Allied Healthcare Products, Inc.
		Form 10-K/A for the fiscal year ended June 30, 2004
		Filed October 1, 2004
		File No. 000-19266

Dear Mr. Dunn:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and related
disclosures and will make no further review of your documents. Where
indicated, we think you should revise your future filings 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
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not 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 on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.


Amendment No. 1 to Form 10-K for the year ended June 30, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies - Page 13

1. Regarding your revenue recognition critical accounting policy
disclosure, please supplementally and in future filings discuss the
judgments that are inherent in your recognition of revenue,
including:
* The types of uncertainties regarding customer acceptance,
collectibility and sales price that may affect the timing of your
revenue recognition;
* How you estimate sales discounts and returns and allowances;
* Whether you offer warranties and how you estimate the related
liability.

2. We note that you implemented a detailed analysis of inventory for
the fiscal year ended June 30, 2002 that resulted in an increase to
your reserve for obsolete and excess inventory of $3.2 million.
Supplementally and in future filings clarify the specific events or
circumstances that resulted in the significant inventory write-down
and clarify whether this inventory will be sold or otherwise
disposed. The impact of sales of this inventory on gross margins
should be disclosed each period. In addition, clarify whether there
were any additional write-downs since fiscal 2002.

Results of Operations - Page 15
3. Supplementally and in future filings provide more specific details
of the significant decrease in domestic sales in fiscal 2004.
4. Refer to your discussion of the decrease in SG&A expense from 2003
to 2004, which is related to the workforce reduction of 14 positions
from your managerial and administrative staff.  To the extent these
costs were incurred as part of a formal restructuring plan accounted
for pursuant to SFAS 146, please revise future filings if material to
provide the financial statement disclosures required by paragraph 20
of the statement as well as the MD&A discussions called for in SAB
Topic 5-P.
Financial Condition, Liquidity and Capital Resources - Page 19
5. In future filings, please elaborate on the inventory reduction
program, including the details of the program and how you expect the
program to affect future operations and inventory levels.
6. Provide more details of the short and long-term liquidity and
indicate how long the registrant can satisfy its expected cash
requirements and when it will have to raise additional capital/
funding.

Consolidated Financial Statements
Consolidated Statement of Cash Flows

7. In future filings the inventory reserves and accounts receivable
allowances should be included as separate items in the adjustments to
reconcile net income (loss) to net cash provided by operating
activities.
Note 2. Summary of Significant Accounting Policies

Revenue Recognition - Page 31

8. Tell us whether you offer warranties for your products.  If
material, please include the disclosure requirements of paragraph 14
of FIN 45 in future filings.
9. Please disclose in future filings what type of uncertainties would
affect the timing of your revenue recognition related to customer
acceptance, sales price and collectibility. In addition, provide more
details of sales discounts or other incentives given to distributors
or customers and how these impact revenue recognition. The accounting
for any rights or return should also be clarified.

Goodwill- Page 33
10. In future filings provide details of the reporting units used for
the annual goodwill impairment test. In addition, indicate the date
that this test is performed each year.

Employee Stock-Based Compensation - Page 34

11. Please revise your pro forma table of stock compensation expense
in future filings to comply with the provisions of paragraph 2(e)(c)
of SFAS 148.


Note 4.  Financing - Page 37

12. In future filings, revise your table of aggregate maturities of
long-term debt to reflect the revolving credit facility as current,
consistent with the presentation under U.S. GAAP in your consolidated
balance sheet.

Note 9.  Export Sales - Page 41
13. We note that your export sales footnote is the only one that
discloses balances in thousands.  To improve the investor`s ability
to easily read and comprehend your document, please revise future
filings to present all numerical values consistently throughout the
financial statements.

Note 12.  Segment Information - Page 42

14. In future filings please disclose revenue by product, consistent
with the disclosure requirements of paragraph 37 of SFAS 131.
15. In future filings please provide information about geographical
areas, consistent with the disclosure requirements of paragraph 38 of
SFAS 131.  We note your disclosure of export sales in Footnote 9.

Schedule II - Valuation and Qualifying Accounts and Reserves

16. Refer to column C for the Inventory Allowance for the year ended
June 30, 2004, which discloses $385,481 change in the allowance as
charged to "other accounts" rather than to "costs and expenses".
Please tell us and describe in future filings to what "other
accounts" the increase in allowance was charged.

Exhibits 31.1 and 31. 2
17. We note that the certifications filed as Exhibits 31.1 and 31.2
to your Form 10-K were not in the proper form.  The required
certifications must be in the exact form prescribed; the wording of
the required certifications may not be changed in any respect.  Refer
to Part II.B.4 of Release No. 8124.  Accordingly, please file an
amendment to your Form 10-K that includes the entire filing together
with the certifications of each of your current CEO and CFO in the
form currently set forth in Item 601(b)(31) of Regulation S-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 with your response that keys your responses to
our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our comments.

You may contact Kristin Brooks Lochhead, Staff Accountant, at (202)
942-8972 or Brian Cascio, Accounting Branch Chief, at (202) 942-1791
if you have any questions.  In this regard, do not hesitate to
contact Martin James, the Senior Assistant Chief Accountant, at (202)
942-1984.
							Sincerely,



							Brian Cascio
							Accounting Branch Chief

Mr. Dunn
Allied Healthcare Products, Inc.
October 26, 2004
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