Mail Stop 6010

      March 15, 2006

Mr. Richard A. Packer
Chief Executive Officer
Zoll Medical Corporation
269 Mill Road
Chelmsford, MA 01824

      Re:	Zoll Medical Corporation
Form 10-K for the Fiscal Year Ended October 2, 2005
Form 10-Q for the Fiscal Quarter Ended January 1, 2006
		File No. 000-20225

Dear Mr. Packer:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  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 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the Fiscal Year Ended October 2, 2005

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

Results of Operations, page 35

Sales, page 35

1. Please see comment 1 from our comment letter dated March 3,
2004
pertaining to your fiscal 2003 Form 10-K and your response to our
comment in your response letter dated March 30, 2004.  In this
comment, we asked you to address the underlying economic or market
conditions driving your results of operations in greater detail in
future filings.  We continue to believe that you should provide
more
analysis of the reasons underlying significant changes where this
analysis is both determinable and important to understanding the
underlying causes.  For example, we note the following:

* We note your disclosure that the decrease in North American
hospital sales was primarily due to lower unit sales to the U.S.
military.  Please revise future filings to discuss why your sales
to
this customer fluctuated significantly, any economic factors that
influenced the amount of sales, such as decreases in government
spending, and your expectations concerning this downward trend.

* We note your disclosure that the fluctuation in International
sales
primarily reflected fluctuations in unit volumes.  Please revise
future filings to disclose the factors that led to fluctuations in
unit volumes.

* We note your disclosure that worldwide AED Plus product sales
increased due to the significant differentiation of your products
versus those of your competition, and your disclosure of sales of
the
AutoPulse product.  Please revise future filings to tell investors
specifically how you differentiated the AED Plus product and how
this
differentiation contributed to increased sales.

Please apply the comments above, tailored to your specific
circumstances for the period being reported, to your entire
results
of operations discussion in future filings for all periods
presented.
You may also refer to SEC Release No. 33-8350.





Gross Margins, page 35

2. Please revise future filings to provide a brief discussion of
your
costs of sales.  Describe the significant types of costs that are
included in costs of sales, both direct and indirect.  Further,
provide a more detailed discussion of the factors that contribute
to
margins on sales to significant customers or sales of significant
products.

Notes to Consolidated Financial Statements

Note A - Significant Accounting Policies, page 52

Revenue Recognition, page 54

3. We note your disclosure on page 43 that you maintain an
estimated
reserve for discounts given related to trade-ins.  Please tell us
and
revise future filings to disclose, if significant, how you account
for trade-ins.  Tell us the nature and terms of the trade-ins.
Cite
the accounting literature upon which you relied and how you
applied
that literature to your facts and circumstances.  Please also
provide
us with a quantification of trade-ins for the last three fiscal
years
so that we may understand its significance to your financial
statements.

Note B - Marketable Securities, page 59

4. We note your disclosure that the market value of investments
maturing in the next year is $23.3 million and $6.2 million
matures
between 2-5 years.  Please reconcile with the amount of your
marketable securities of $14.6 million at October 2, 2005 on page
48.

Note D - Acquisitions, page 60

5. We note that you acquired exclusive marketing and distribution
rights to LifeCOR`s technology in exchange for $5 million in cash
and
the return of your investment in LifeCOR.  We note that you are
also
providing a working capital line of credit to LifeCOR secured by
its
accounts receivable and other assets.  We note that you obtained
an
option to purchase the remaining net assets of LifeCOR, which you
valued at $1.3 million.  In this regard, we have the following
comments:

* Please tell us and disclose in future filings the significant
terms
of your exclusive license agreement with LifeCor.  Please tell us
the
Exhibit number under which you filed this agreement.  Please also
tell us and disclose in future filings how you accounted for this
transaction and tell us why.  Please cite the applicable
accounting
literature that you relied on and how you applied that literature
to
your facts and circumstances.

* We note from page 62 that you "acquired exclusive marketing and
distribution rights to LifeCOR`s technology for in-hospital use in
exchange for $5 million in cash and the return of the Company`s
$3.5
million equity investment in LifeCor."  Please reconcile with the
preamble in the March 29, 2004 Master Agreement which states that
"at
the Closing ... the Investor will purchase the hospital business
of
[LifeCor] for an aggregate purchase price of $5,000,000 (comprised
of
$500,000 delivered at Closing, $2,159,632 which will be paid
following stockholder approval of the Purchase Agreement ... ,
$840,368 which is being paid through the cancellation on the date
hereof of various notes payable to [Zoll Medical}, $750,000 on
July
6, 2004 and $750,000 on October 4, 2004) plus the contribution by
[Zoll Medical] of 159,092 shares of common stock of [LifeCore]
currently owned by [Zoll Medical].

* We note that under the March 29, 2004 Master Agreement you
purchased the "hospital business" of Lifecor and received an
option
to acquire the remainder of Lifecor.  Please tell us and disclose
the
significant terms of this agreement, including the purchase option
and the amount payable for the remainder of the business under
that
option.  It appears that you have not reflected the purchase of
this
business in your financial statements.  Tell us how you are
accounting for this agreement and why.  Cite the accounting
literature upon which you relied and how you applied that
literature
to your facts and circumstances.  Please also discuss, in detail,
your consideration of SFAS 141 and FIN 46R.

* Please tell us how you determined that the consideration should
be
assigned to a license fee and a purchase option.  Please also
discuss
how you allocated the amounts and why.  Please also tell us how
you
determined that the useful life of the license was 25 years.

* Revise your MD&A disclosure in future filings to include a
discussion of the license agreement with LifeCOR, and how the
transaction affected your financial condition and liquidity.

* Please tell us and revise future filings to disclose the total
amount reflected in your balance sheet as a loan or advance to
LifeCor.  Please also tell us and disclose the significant terms
of
the loans/advances.  We note that you are required to assume these
loans/advances under Section 5 of the September 14, 2005 Master
Agreement and Asset Purchase Agreement.  Please tell us how you
are
accounting for, measuring and classifying the loans/advances and
related interest and why.  Cite the accounting literature upon
which
you relied and how you applied that literature to your facts and
circumstances.

* We note from page 3 of the March 29, 2004 Asset Purchase
Agreement
that Qualifying Revenues include "all third party medical
insurance
reimbursements actually received by Buyer related to the lease of
Company products."  Please tell us about the nature and terms of
these sales and whether you have similar sales where either you
are
paid by third parties or you have leases.  As applicable, please
tell
us about the significance of these sales and how you account for
them
and why.

* Please provide all of the disclosures required by Item 4-08(k)
of
Regulation S-X and SFAS 57 in future filings.

      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 information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
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 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 Tom Dyer, Staff Accountant, at (202) 551-3641
or
me at (202) 551-3604 if you have questions.  In this regard, do
not
hesitate to contact Martin James, Senior Assistant Chief
Accountant,
at (202) 551-3671


Sincerely,


      Kate Tillan
Assistant Chief Accountant
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Mr. Richard A. Packer
Zoll Medical Corporation
March 15, 2006
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