UPLOAD: SEC-generated letter

Mail Stop 6010


October 31, 2005


Mr. Peter C. Farrell
Chief Executive Officer
Resmed, Inc.
14040 Danielson Street
Poway, CA 92064-6857

Re: Resmed, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2005 and
related materials
File No. 001-15317

Dear Mr. Farrell:

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
documents in 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 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
filings.
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-K for the Fiscal Year Ended June 30, 2005

Item 9A. Controls and Procedures, page 48

1. We note your statement that "any controls and procedures, no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired objectives." Please revise
your
future filings to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives. In the alternative, remove the
reference to the level of assurance of your disclosure controls
and
procedures. Please refer to Section II.F.4 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at http://www.sec.gov/rules/final/33-
8238.htm.

Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-6

Note 2: Summary of Significant Accounting Policies, page F-6

(b) Revenue Recognition, page F-6

2. Please revise in future filings to provide separate disclosure
of
revenues from sales of products, revenues from services and income
from rentals on the face of your consolidated statements of income
if
revenue from each of these sources represents in excess of 10% of
consolidated revenues. In addition, the consolidated statements of
income should also contain separate disclosure of the costs and
expenses applicable to each category of sales and revenue shown
separately. In future filings, revise this note to include a
description of your service revenue and income from rental
contracts.
Alternatively, please explain why you do not believe this
information
is required. Refer to the requirements of Rule 5-03(b)(1) and (2)
of
Regulation S-X.

Note 18. Business Acquisitions, page F-25

3. We note that you acquired developed/core product technology of
$30.7 million on your acquisition of Saime SA. In this regard,
tell
us and revise in future filings to disclose the nature of the
acquired technology.

Form 8-K filed on May 5, 2005

4. We note you filed a Form 8-K announcing the acquisition of
Saime
SA and that you concluded you did not meet the requirements to
file
financial information under Item 7. In this regard, we note you
completed the acquisition for $51 million, including acquisition
costs, and the assumption of $65.8 million in debt of the
acquiree.
It appears you meet the significance test for investment under
Rule
1-02(w) to provide pro forma information and historical financial
statements for Saime SA for the year ended June 30, 2004 and the
latest interim period preceding the acquisition, and the
corresponding interim period of the preceding year. Please
provide
us with your significance tests as set forth under Rule1-02(w)
along
with the reason why you believe financial statements of Saime SA
in
your previously filed Form 8-K were not required. Refer to the
guidance in Rule 3-05 and Rule 1-02(w) of Regulation S-X.

Form 8-K dated August 22, 2005

5. Your disclosures related to the non-GAAP measures do not
include
all of the disclosures required by 10(e)(i) of Regulation S-K and
Question 8 of the FAQ Regarding the Use of Non-GAAP Financial
Measures dated June 13, 2003. Please revise future filings to
specifically include a discussion, in sufficient detail, of the
following for each non-GAAP measure:

* The substantive reasons why management believes each non-GAAP
measure provides useful information to investors;

* The specific manner in which management uses each non-GAAP
measure
to conduct or evaluate its business;

* The economic substance behind management`s decision to use each
measure; and

* The material limitations associated with the use of each non-
GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.

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 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 amendments and
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 investment 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 Tara Harkins, Staff Accountant, at (202)
551-
3639 or me at (202) 551-3327 if you have questions regarding these
comments. In this regard, do not hesitate to contact Martin
James,
Senior Assistant Chief Accountant, at (202) 551-3671.


Sincerely,



Michele Gohlke
Branch Chief

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Mr. Peter C. Farrell
Resmed Inc.
October 31, 2005
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