Room 4561
      February 6, 2006


John G. McLaughlin
President and Chief Executive Officer
CompuMed, Inc.
5777 West Century Blvd.
Suite 1285
Los Angeles, CA 90045

Re: 	CompuMed, Inc.
      Form 10-K for the fiscal year ended September 30, 2005
      Filed December 27, 2005
      File No. 000-14210

Dear Mr. McLaughlin:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-KSB filed on December 27, 2005

Item 6.  Management`s Discussion and Analysis or Plan of Operation

Results of Operations-page 10

1. We note instances where two or more sources of a material
change
have been identified without the dollar amounts for each source
that
contributed to the change disclosed.  For example, you disclose
that
ECG transmission service revenue increased mostly due to the
increase
of ECG processing and overread services.  Revise your disclosure
to
quantify each source that contributed to material changes.  In
addition, ensure that your disclosure indicates the amount of any
significant offsetting factors that impact the fluctuations.  See
Section III. D of SEC Release 33-6835.   You should also avoid
vague
terms such as "mostly" in favor of specific quantifications.


Item 8A.  Controls and Procedures-page 13

2. Your conclusion that your disclosure controls and procedures
are
effective "in timely alerting them to material information
required
to be included in our periodic SEC reports" is significantly more
limited than what is called for under Rule13a-15(e) of the
Exchange
Act.  Similarly narrow language is included your Forms 10-QSB
filed
during the fiscal year. The rule requires, among other matters,
that
the disclosure controls and procedures be designed "to ensure that
information required to be disclosed by the issuer in the reports
that it files or submits under the Act . . . is recorded,
processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms" and to ensure that "information
required to be disclosed by an issuer . . . is accumulated and
communicated to the issuer`s management . . . as appropriate to
allow
timely decisions regarding required disclosure."  Please confirm,
if
true, that your disclosure controls and procedures for the
relevant
periods met all of the requirements of this section and that you
will
conform your disclosure in future filings.

3. We note your disclosure that "a control system, no matter how
well
conceived and operated, may only reasonably, not absolutely, meet
the
objectives of the system."  Supplementally, please confirm, if
true,
the conclusions of management that the disclosure controls and
procedures are effective at the "reasonable assurance" level.
Refer
to SEC Release No. 34-47986 (June 5, 2003), Section F.4.


Note A. - Basis of Presentation and Summary of Significant
Accounting
Policies

Revenue Recognition-page F-8

4. Describe in detail the types of services and products included
in
electrocardiogram service arrangements.  For each type of service
and
product, describe your revenue recognition policy including the
timing of when you believe revenue is earned.  Explain how you
charge
your customers for each of the services and products provided.
Further, clearly identify the accounting literature that supports
each of the policies you follow.  Tell us how you considered the
guidance in paragraph 2 of SOP 97-2 and EITF 00-3 in accounting
for
the electrocardiogram service arrangements.  In this regard,
indicate
whether the customer has the right to take possession of the
software
maintained on your server to analyze the ECG`s at any time without
significant penalty or costs and whether it is feasible for the
customer to either run the software on its own hardware or
contract
with another unrelated party to host the software without
significant
penalty.

5. We note from your disclosure that revenue is recognized from
the
OsteoGram services when billed to the customer in conjunction with
the services performed.  Explain in detail the nature of those
services performed and the pricing fee structure for those
services
(i.e., based on usage).  Indicate how you recognize revenue for
these
services and identify the accounting literature that supports your
accounting.  Tell us how you considered the guidance in paragraph
2
of SOP 97-2 in determining the applicable authoritative literature
for revenue recognition.

6. It appears that many of your arrangements related to the
OsteoGram
involve multiple elements or activities.  Cite the authoritative
literature you follow for each of the activities from which you
generate revenue and the basis for this determination.  Tell us
the
criteria you consider in determining how to allocate and when to
recognize revenue.  Explain how you consider the separation
criteria
in SOP 97-2, EITF 03-5 and EITF 00-21.  Indicate how you determine
VSOE or fair value for each deliverable.

7. We note from your disclosure on page 5 of the filing that you
have
entered into licensing agreements with strategic partners such as
Orex and Swissray International to market the OsteoGram system to
end-users.  Tell us how revenue is recognized for these licensing
agreements. In addition, we note that you now market Schiller ECG
terminals to customers (your page 3).  Tell us how your
presentation
of revenue for these sales complies with EITF 99-19.  Your
response
should address each of the criteria outlined in EITF 99-19.

8. We note from the disclosures on page 5 of the filing that you
utilize distributors or resellers such as Merry X-Ray.  Tell us
how
you confirm that an end-user has purchased your product and the
product has been shipped.  Describe the type of evidence obtained
from the reseller and the timeliness of this evidence.  Indicate
whether there are any rights of return held by the reseller or the
end-user.  If so, tell us how your accounting complies with
paragraph
6 of SFAS 48.   Also, supplementally tell us how much revenue has
been recognized from sales by resellers in each of the periods
presented.

9. Considering our comments above related to your revenue
recognition
policy, provide us with any proposed revisions to your revenue
recognition policy disclosures.






*	*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments within ten business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment 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 any amendment and your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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 connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Morgan Youngwood at
(202)
551-3479 or Stephen Krikorian at (202) 551-3488.


							Sincerely,


							Stephen Krikorian
							Accounting Branch Chief


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John G. McLaughlin
CompuMed, Inc.
February 06, 2006
Page 1