CORRESP 1 filename1.txt ABAXIS, INC. 3240 Whipple Road Union City, California 94587 March 31, 2006 Via Facsimile, UPS and EDGAR Mr. Jim B. Rosenberg Senior Assistant Chief Accountant Securities and Exchange Commission Mail Stop 6010 Washington, DC 20549 Re: Abaxis, Inc. Form 10-K for Fiscal Year Ended March 31, 2005 Filed June 14, 2005 File No. 000-19720 Dear Mr. Rosenberg: This correspondence is in response to the comment letter from the Staff of the Securities and Exchange Commission (the "SEC") dated January 27, 2006, with respect to Abaxis Inc.'s (the "Company") Form 10-K for the fiscal year ended March 31, 2005. We are submitting this correspondence in conjunction with the response letter to the Staff of even date herewith from DLA Piper Rudnick Gray Cary US LLP, the Company's legal counsel, responding to the SEC's comments on behalf of the Company and in accordance with Staff guidance provided in SEC Press Release No. 2004-89 regarding submission of "Tandy" language. The Company hereby acknowledges the following: o The Company is responsible for the adequacy and accuracy of the disclosure in the filings; o The Staff's comments or changes to disclosure in response to the Staff's comments in the filings reviewed by the Staff do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and o The Company may not assert the Staff's comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities law of the United States. If you should have any questions regarding the above, please do not hesitate to contact me at (510) 675-6504. Sincerely, Abaxis, Inc. By: /s/ Alberto R. Santa Ines ------------------------- Name: Alberto R. Santa Ines Title: Chief Financial Officer and Vice President of Finance cc: Ibolya Ignat, Securities and Exchange Commission Jim Atkinson, Securities and Exchange Commission Andrew D. Zeif, DLA Piper Rudnick Gray Cary US LLP