April 25, 2006



United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street NW
Washington, DC 20549

Re:    ICU Medical, Inc.
       Form 10-K for the Fiscal Year Ended December 31, 2005
       File No. 000-19974

This letter is in response to the Staff's comment letter dated March 29, 2006.

Form 10-K for the Fiscal Year Ended December 31, 2005
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations, page 26
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Liquidity and Capital Resources, page 33
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1.   We note your discussion on pages 28 and 35, that you are committed to fund
     research and development of new products for future sale to Hospira and to
     provide sales specialist focused on critical care. Please revise future
     MD&A to quantify the commitment under the MCDA and disclose the anticipated
     source of finds to fulfill such commitment.

         Response:

         The commitment under the Manufacturing, Commercialization and
         Development Agreement ("MCDA") with Hospira is the amount quantified in
         the table on page 35. Future filings will be clarified to say that the
         amounts in the table for the MCDA are only for those commitments. We
         will also add a statement to the effect that we expect to meet these
         commitments from existing cash and liquid investments and funds
         expected to be generated from future operations.


Item 8. Financial Statements and Supplementary Data, page 37
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Consolidated Statements of Cash Flows, page 43
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2.   We note your presentation of a subtotal in the operating activities portion
     of the statement of cash flows which excludes the tax benefits from the
     exercise of stock options. Please revise future filings to remove this
     subtotal or alternatively, explain your basis for presenting and refer to
     the authoritative literature that supports your presentation.


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         Response:

         Our tax benefits from the exercise of stock options have fluctuated
         substantially over the past five years, ranging from a high of
         $10,192,000 in 2002 to a low of $842,000 in 2003.

         The tax benefit is classified as an operating cash flow to meet the
         requirements of Emerging Issues Task Force ("EITF") Issue No. 00-15
         "Classification in the Statement of Cash Flows of the Income Tax
         Benefit Received by A Company upon Exercise of a Nonqualified Employee
         Stock Option," although it is our belief that the tax benefits are more
         properly related to the sale of the Company's stock which is a
         financing activity. Authoritative literature does not prescribe or
         proscribe the use of the subtotal.

         We believe that the subtotal enables users of our financial statements
         to better assess the effect of this amount on our cash flow from
         operations. In addition, we believe it will have continuing relevance.

         Under Statement of Financial Accounting Standards No. 123 (revised
         2004) ("FAS 123(R)") operating cash flows will include the tax effect
         of compensation charges under FAS 123(R), with the effect of excess tax
         benefits classified as financing activities. Under FAS 123(R),
         paragraph 78, this cannot be done retroactively. In our case, through
         December 31, 2005, the entire amount of tax benefits recognized to date
         would be excess tax benefits. Moreover, we expect significant excess
         tax benefits in the future because we have many outstanding
         nonqualified stock options which are deep "in-the-money," and these tax
         benefits will be classified as a financing activity.

         We believe that the continuing use of the subtotal in question will
         enable users of our financial statements to better recognize and assess
         the lack of comparability in our statements of cash flows because of
         the change in classification brought about by FAS 123(R). We also plan
         to point out the effect of the change brought about by FAS 123(R) in
         our future filings.

3.   Please refer to the line-item "advances under finance loans" and "proceeds
     from finance loan repayments" included as cash flow from investing
     activities. Please tell us the nature of the amounts included in these
     captions. In addition, quantify the portion of the net change in these loan
     receivables that were for amounts due from your distributors. Tell us the
     consideration given to classifying these amounts as a component of
     operating cash flow (i.e. with the related income from the sale). We may
     have further comment based on your response.

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         Response:

         The advances and payments are loans and payments of commercial loans to
         healthcare entities under a program started in 2003. The program was
         initiated to obtain a better return on our investments. We discontinued
         new lending commitments in 2003 and completed funding commitments in
         2004. Of the $12,287,000 of loans made, $1,168,000 were made to
         distributors who are customers to finance purchases of businesses and
         another $190,000 were made to an affiliate of one of those distributors
         to finance the purchase of equipment. These loans to the distributors
         or affiliate were not for product financing, were for specific
         financing needs separate from working capital financing, and were
         generally secured by real or personal property. None of the loans to
         distributors were secured by inventory. The other $10,929,000 of loans
         were to hospitals.

         We believe these loans are of the type described in paragraphs 16 and
         17 of Statement of Financial Accounting Standards No. 95 "Statement of
         Cash Flows" ("FAS 95") in describing investing activities. Most of the
         loans were to entities that were not buying product from us. The loan
         transactions to distributors or their affiliates were entirely separate
         from product sales to them, had no effect on payment terms or
         collections, were related to financing needs separate from working
         capital financing, and were not secured by inventory. We considered the
         provisions in FAS 95, paragraph 22a., for cash receipts from sales of
         goods or services, and concluded that none of these loans related to
         sales of our product to the distributors, and that therefore they did
         not relate to operating activities.

Note 1. Summary of Significant Accounting Policies, page 44
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k. Revenue Recognition, page 46
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4.   Please tell us whether you have any repurchase obligations under your
     agreements with Hospira. Also, tell us the significant terms of the
     agreements, including payment, rights of return, exchange, price protection
     and other significant matters. We specifically refer to your disclosure
     that customers do not have the right of return "with certain exceptions."
     Explain and support why it is appropriate to recognize revenue to
     distributors at the time of shipment. Refer to SAB 104 and SFAS 48 as
     necessary in your response. Please revise future filings to clarify.

         Response:

         Our revenue recognition policies are as stated on page 46 and on page
         26. There are no repurchase agreements with Hospira. Shipments are all
         FOB our dock, and title and risk of loss passes to the customer upon
         shipment. Payment from customers in the United States is due in thirty
         days; outside the United States payment terms may be longer, but none
         exceed 180 days. We permit the return of defective product. There are
         no other rights of return, with one exception (the "certain exception"
         referred to). Several distributors in the United States which account


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         for approximately four percent of our sales are permitted by contract
         to return certain unsold standard product; such returns are very small.
         There are no exchange rights, price protection or other post-delivery
         obligations.

         The Staff requests that we explain and support why it is appropriate to
         recognize revenue to distributors at time of shipment. We follow the
         guidance in paragraphs 83 and 84 of Statement of Financial Concepts No.
         5 "Recognition and Measurement in Financial Statements of Business
         Enterprises" ("CON 5") and in SEC Staff Accounting Bulletin Topic 13
         ("SAB 104"). As such, to be recognized, revenue must be realized or
         realizable, and earned. The Staff believes that revenue generally is
         realized or realizable and earned when all of the following criteria
         are met:
         o        Persuasive evidence of an arrangement exists,
         o        Delivery has occurred or services have been rendered,
         o        The seller's price to the buyer is fixed or determinable, and
         o        Collectibility is reasonably assured.

         We apply these criteria as follows.

         PERSUASIVE EVIDENCE OF AN ARRANGEMENT EXISTS: Distributors are aware of
         our terms for the sales arrangement either through a written contract
         or receipt by them of our standard terms and conditions. Product is
         shipped to distributors only against a written, binding purchase order
         from the distributor. "Side" agreements are prohibited. We do not ship
         product in a transaction that is in form or substance a consignment.

         DELIVERY HAS OCCURRED OR SERVICES HAVE BEEN RENDERED: We recognize
         revenue on shipment to the distributor. Shipping terms are FOB our
         dock, and title and risk of loss passes to the distributor upon
         shipment. Distributor acceptance criteria are based upon our
         specifications for the product, and we generally test our products for
         conformity with specifications before shipment; returns for failure to
         meet specifications are rare. There are no post-delivery obligations.

         We currently provide finished good warehousing services for Hospira for
         products produced in Salt Lake City under the MCDA and sold to Hospira.
         These are discussed at the end of the response to this comment.

         THE SELLER'S PRICE TO THE BUYER IS FIXED OR DETERMINABLE: Prices are
         set in agreements with distributors, and the price on the distributor's
         purchase order is compared with the price in the agreement, and any
         differences resolved before billing. In no case is payment for the
         product ever dependent on resale of the product by the distributor.

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         COLLECTIBILITY IS REASONABLY ASSURED: SAB 104 has no specific content
         on collectibility. We perform credit investigations of new
         distributors, and receivables from customers are reviewed by senior
         management monthly. We will generally not ship to a distributor if
         there is significant doubt as to collectibility. If we do ship to a
         distributor for whom there is significant doubt as to collectibility,
         which may occur for marketing or similar reasons, we defer revenue
         recognition until the receivable is collected.

         The Staff also suggested that we refer to Statement of Financial
         Accounting Standards No. 48 Revenue Recognition When Right of Return
         Exists ("FAS 48"). As indicated above, few distributors have any right
         of return. The distributors that do have a right of return are very
         large companies with their own economic substance. We have significant
         historical experience with the sale of our products with all
         distributors which indicates that virtually all product that we sell to
         distributors is resold by them to customers. Further, our experience
         with the distributors with a right of return shows that returns are
         minimal. We believe that we meet the requirements for revenue
         recognition at the time of sale under FAS 48.

         We believe that our revenue recognition policies as described in the
         Form 10-K are sufficiently descriptive of the preponderance of our
         recurring sales transactions.

         We currently provide finished goods warehousing services for Hospira
         for products produced in Salt Lake City under the MCDA and sold to
         Hospira. This is a temporary service under a written "transition
         services agreement" until Hospira finds an alternative facility. The
         warehouse is a structurally separate part of the building that we
         purchased from Hospira and is used only for Hospira's finished goods.
         At the date we purchased the Salt Lake City plant, we took over
         warehousing of all finished goods in the warehouse. Hospira requested
         that we do this because they did not have available warehouse space
         elsewhere at the date of purchase; they expect to have all inventory
         out of the warehouse in May 2007. Hospira has title to those finished
         goods and all finished goods that they purchase from us, and has the
         risks and rewards of ownership, and payment is due under standard
         invoice terms. Hospira reimburses us for all costs of the warehouse.
         Revenue is recognized when product we produce is delivered into the
         warehouse. We do not view this as a "build-and-hold" arrangement, but
         nevertheless examined our revenue recognition policy in view of the
         Staff's position in paragraph A.3.a. of SEC Staff Accounting Bulletin
         Topic 13.
         1.       Risk of ownership passed to buyer: Yes
         2.       Customer made fixed commitment to purchase the goods,
                  preferably in written documentation: Yes, production and
                  shipment is only against a binding purchase order from
                  Hospira.
         3.       The buyer, not the seller, must request that the transaction
                  be on a bill and hold basis. The buyer must have a substantial
                  business purpose for ordering the goods on a bill and hold
                  basis: Yes. Hospira requested the arrangement until it is able
                  to make alternative warehousing arrangements.

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         4.       There must be a fixed schedule for delivery of the goods. The
                  date must be reasonable and consistent with the buyer's
                  business purpose: Goods are produced to Hospira's orders, and
                  Hospira determines the level of finished goods that they
                  believe is necessary for them to fulfill their customer
                  orders; the inventory levels and how fast Hospira requests
                  that goods be shipped from the warehouse is determined by
                  Hospira consistent with their business purposes. The sale to
                  Hospira is irrevocable and the timing and amount of payment
                  bears no relationship to when Hospira draws down the
                  inventory. This criteria is met to the extent relevant.
                  Payment to us for the product is not dependent on the period
                  of time we warehouse the products.
         5.       The seller must not have retained any specific performance
                  obligations such that the earnings process is not complete: We
                  have not retained any performance obligations. The warehousing
                  service has no relationship to the production of the product,
                  and under the pricing formula in the contract, the price of
                  the product is the same regardless of whether we are
                  performing the warehousing service.
         6.       The ordered goods must have been segregated from the seller's
                  inventory and not be subject to being used to fill other
                  orders: Yes. The warehouse is used only for Hospira finished
                  goods, and they are all stored in it. Under the exclusivity
                  provisions of the contract with Hospira, Hospira is the only
                  customer, so there are no "other" orders.
         7.       The equipment [product] must be complete and ready for
                  shipment: Yes.

         As to additional factors noted by the Commission:
         1.       The date by which the seller expects payment, and whether the
                  seller has modified its normal billing and credit terms for
                  this buyer: Billing and payment terms are the same as for all
                  other sales to Hospira, and the same as for all other
                  customers in the United States.
         2.       The seller's past experience with and pattern of bill and hold
                  transactions: We have had no bill and hold transactions in the
                  past.
         3.       Whether the buyer has the expected risk of loss in the event
                  of a decline in the market value of goods: Hospira bears the
                  entire risk. Pricing is set under the contract with Hospira.
                  The products do not have a "market value" per se, but Hospira
                  is at risk for any decline in their selling prices. Payments
                  to us are not dependent on Hospira's selling prices.
         4.       Whether the seller's custodial risks are insurable and
                  insured: They are insurable, and insured in a manner
                  consistent with our normal risk retention practices.
         5.       Whether extended procedures are necessary in order to assure
                  that there are no exceptions to the buyer's commitment to
                  accept and pay for the goods sold: The contract is unequivocal
                  and there are no exceptions.

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5.   We also see the disclosure that you have revenue sharing agreements. Please
     tell us more about these agreements, including with whom there are signed,
     the basic terms, the products and services covered, the portion of revenues
     to which you are entitled to and your responsibilities under the
     agreements. Please also expand future filings to include additional details
     of these agreements, if material.

         Response:

         The revenue sharing agreement is the Safeline Agreement with B. Braun
         Medical Inc., and the agreement is Exhibit 10.6 to the Form 10-K. We
         receive a share, calculated as a percentage of sales, of the sales by
         B. Braun of its Safeline products. Safeline products use an I.V.
         connector designed by B. Braun which we have asserted infringes on our
         patents. We provide no services and have no responsibilities, beyond
         basic compliance, under the Safeline Agreement. Payments are currently
         under $1 million per year and are declining slowly. We believe there is
         no need to expand disclosure in future filings.

Note 2. Asset Purchase, page 48
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6.   We note that as part of the purchase of certain assets from Hospira, you
     signed a twenty year Manufacturing, Commercialization and Development
     Agreement and recorded an intangible asset of $8.9 million with a useful
     life of ten years. With respect to this agreement, please address the
     following:

     o   Revise future filings to clarify that you entered into a Manufacturing,
         Commercialization and Development Agreement, not a Manufacturing,
         Commercialization and Distribution Agreement as noted on pages 1 and
         45. Confirm that there is no distribution agreement and ICU does not
         have any sales, marketing, and distribution rights under this
         agreement.
     o   Tell us how you valued the intangible asset, including the significant
         assumptions and model used.
     o   Explain how you determined the useful life of ten years was
         appropriate, given that after five years, the agreement is no longer
         exclusive and Hospira may have the products manufactured by other
         companies. Refer to paragraph 11 of SFAS 142 and EITF 03-09 in your
         response.

     We may have further comment after reviewing your response.

         Response:

         We will revise future filings to clarify that the MCDA with Hospira is
         a Manufacturing, Commercialization and Development Agreement. The
         reference to Distribution was a typographical error. We confirm that we
         have no sales, marketing or distribution rights under this agreement.

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         Valuation of the intangible asset:

         We analyzed the possible existence of intangible assets, considering
         specifically the possible existence of intangible assets in the
         following areas: marketing, customer relationships, artistic creations,
         contracts and technology. No intangible assets related to marketing,
         artistic creations or technology were identified. Intangible assets
         related to customer relationships and contracts were identified, and
         for each the asset identified was the MCDA. In analyzing the fair value
         of the MCDA, we considered the three traditional approaches: cost,
         market and income, and concluded that the income approach was
         appropriate. We then estimated expected future cash flows over the
         twenty-year term of the MCDA and discounted those cash flows back to
         their present value.

         We used a discount rate that incorporated the degree of risk specific
         to the MCDA using a weighted average cost of capital approach.

         The net fair value of assets purchased exceeded the amount we paid to
         Hospira, so the amount allocated to the property, plant and equipment
         and MCDA was reduced pro-rata by the amount of the excess. The fair
         value of the MCDA was $11.690 million and the net amount allocated to
         it was $8.926 million.

         The MCDA does not have provision for extension or renewal at the end of
         its twenty year term and none was assumed in estimating the fair value
         of the MCDA.

         The items manufactured under the MCDA were divided into "Transferred
         Products" and "Transferred Components." Transferred Products accounted
         for 67 percent of the value of items manufactured, and the MCDA is
         exclusive for twenty years as to the Transferred Products. Transferred
         Components accounted for 33 percent of the value of items manufactured;
         the MCDA is exclusive for five years as to the Transferred Components.
         After five years Hospira can acquire them elsewhere only if we do not
         provide transfer prices for such Transferred Components equal to or
         less than Hospira can obtain elsewhere or by manufacturing them itself.
         (The above percentages exclude Surgicare products, for which there is
         only a short-term manufacturing agreement; we did not buy the
         production equipment for the Surgicare products.)

         We believe that we will continue to produce Transferred Components for
         Hospira until those components become obsolete. We expect significant
         obsolescence by the end of the MCDA, but there is currently no reliable
         basis for predicting when during the twenty-year term of the MCDA such
         obsolescence will occur. Because of the capital cost of the production
         equipment, we do not expect that Hospira or another party would find it
         profitable to produce any significant amount of the Transferred
         Components.

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         Notwithstanding the twenty-year term of the MCDA, and the fact that the
         MCDA is exclusive for twenty years as to the Transferred Products, we
         estimated the useful life of the MCDA, which is the period over which
         it is expected to contribute directly or indirectly to future cash
         flows, at ten years. It is likely that the business will be very
         different and that the MCDA will change as the business changes. The
         existing product line uses technology that is over five years old, and,
         while there can be no certainty as to the future, we expect significant
         changes in technology over the next ten years. We believe that those
         changes, if they occur, will likely cause gradual obsolescence of some
         or most of existing catheter based monitoring systems. We expect that
         we and Hospira will incur significant expense to develop new products.
         It is likely that at least some, and perhaps many, of these new
         products will use technology that we do not currently employ and may
         use manufacturing techniques that we currently do not employ. There is
         no certainty that we will be able to manufacture these new products at
         competitive costs. In view of these uncertainties, it is our judgment
         that ten years is the best estimate of the useful life for the MCDA.

         We expect to include discussion of the changes in business and
         technology in future filings as they become more certain.

         The Staff requested that we refer to paragraph 11 of Statement of
         Financial Accounting Standards No. 142 Goodwill and Other Intangible
         Assets ("FAS 142") and EITF Issue No. 03-09 Determination of the Useful
         Life of Renewable Intangible Assets under FASB Statement No. 142 ("EITF
         03-09"). Paragraphs 11a., 11c, 11e. and 11f. of FAS 142 are
         particularly relevant, and are largely addressed in the discussion
         above. We did consider the issues in EITF 03-09 to the extent they are
         relevant.
         o        Issue 1, concerning renewal or extension at substantial cost:
                  Not relevant as explained above.
         o        Issue 2, concerning renewal or extension without significant
                  change to the existing terms and conditions: We would not
                  expect substantial costs to maintain continued production of
                  Transferred Components after the end of the exclusivity
                  period.
         o        Issue 3, concerning limiting factors that would result in a
                  useful life for amortization purposes that is shorter than the
                  useful life for valuation purposes: Considered, as explained
                  above. Paragraph 11 of EITF 03-09 pointed to the inconsistency
                  of a shorter period for a useful life than the period that the
                  asset is expected to contribute to future cash flows. The
                  value of the future cash flows after the tenth year was only
                  five percent of the total, a difference which we considered
                  insignificant.
         o        Issue 3(a), concerning how limiting factors that result in a
                  shorter useful life for amortization purposes than that used
                  for asset valuation purposes should be taken into
                  consideration: Discussed above.
         o        Issue 4: Not relevant.

                                      -9-




7.   As a related matter, confirm that none of Hospira's officers, directors or
     10% or greater shareholders has any ownership in ICU and that Hospira is
     not otherwise considered a related party, as defined by SFAS 57.

         Response:

         We do not know of any ownership in ICU Medical, Inc. by Hospira's
         officers, directors or 10% shareholders. None is reported on Forms 13D
         or 13G.

         To the best of our knowledge and belief, Hospira and ICU Medical are
         not related parties as defined by Statement of Financial Accounting
         Standards No 57 Related Party Disclosures. We are not aware of any
         affiliation by virtue of stock ownership. Hospira does not control or
         influence our management or operating policies to an extent that might
         prevent us from fully pursuing our own separate interests.

Note 3. Acquisitions, page 49
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8.   We note that you attribute the valuation of the purchased in-process
     research and development to an independent appraisal. Please note that if
     you elect to continue to reference the independent appraisal in your Form
     10-K, you will be required to identify the valuation firm under "Experts"
     and include their consent in the filing. Alternatively, you may revise
     future filing to clearly disclose that management is primarily responsible
     for determining the fair value. We will not object if you wish to state, in
     revised disclosure, that management considered a number of factors,
     including an independent valuation and appraisals. Please revise future
     filings to comply.

         Response:

         We note the Staff's comment. We will delete reference to the
         independent appraisal in future filings.

Very truly yours,


/s/Francis J. O'Brien
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Francis J. O'Brien
Chief Financial Officer


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