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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

      For the Quarterly Period Ended December 31, 2004; or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                to
                                    --------------    --------------

Commission File Number:    0-28010


                                  MEDWAVE, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                  41-1493458
 (State or other jurisdiction                      (IRS employer
      of incorporation or                      identification number)
         organization)
                               435 Newbury Street
                                Danvers, MA 01923
                    (Address of principal executive offices,
                                    zip code)

                                 (978) 762-8999
                    (Registrant's telephone number, including
                                   area code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]   No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [  ]   No [X]

As of January 31, 2005 the issuer had 10,072,666 shares of Common Stock
outstanding.



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                                INTRODUCTORY NOTE

This Amendment No. 1 to Form 10-Q is being filed to amend the Form 10-Q for
Medwave, Inc. filed with the Securities and Exchange Commission on February 4,
2005. The financial statements included in a quarterly report on Form 10-Q must
be reviewed by an independent registered public accounting firm in accordance
with SAS 100. The SAS 100 review of the financial statements included in the
Company's Form 10-Q filed on February 4, 2005 had not been completed at the time
the 10-Q was filed. The SAS 100 review of the financial statements is ongoing
and is expected to be completed by February 18, 2005. Management anticipates no
material revisions to the financial statements based upon this review and will
file another Form 10-Q/A including the reviewed financial statements upon
completion of the SAS 100 review.

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                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date:    February 14, 2005        Medwave, Inc.



                                  By:      /s/ Timothy J. O'Malley
                                         Timothy J. O'Malley
                                         President and Chief Executive Officer
                                         (Principal Executive Officer and
                                         Principal Financial Officer)


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