Mail Stop 3030

                                                                 March 12, 2018

     Kevin A. Richardson, II
     Acting Chief Executive Officer
     SANUWAVE Health, Inc.
     3360 Martin Farm Road, Suite 100
     Suwanee, Georgia 30024

            Re:    SANUWAVE Health, Inc.
                   Amendment No. 3 to Registration Statement on Form S-1
                   Filed February 13, 2018
                   File No. 333-213774

     Dear Mr. Richardson:

            We have limited our review of your amended registration statement
to those issues we
     have addressed in our comments. In some of our comments, we may ask you to
provide us with
     information so we may better understand your disclosure.

            Please respond to this letter by amending your registration
statement and providing the
     requested information. If you do not believe our comments apply to your
facts and
     circumstances or do not believe an amendment is appropriate, please tell
us why in your
     response.

            After reviewing any amendment to your registration statement and
the information you
     provide in response to these comments, we may have additional comments.
Unless we note
     otherwise, our references to prior comments are to comments in our January
18, 2017 letter.

     Calculation of Registration Fee

     1.     We note your response to prior comment 1; however, given the number
of securities sold
            in your 2016 equity offering as disclosed on page 20, it remains
unclear how you
            calculated that $2,418,900 of securities that remain unsold as you
disclose in footnote (5)
            to your fee table. For guidance, see Section 240.05 of the
Division's Securities Act Rules
            Compliance and Disclosure Interpretations available on the
Commission's website.
            Please revise.

     2.     When a fee from a prior registration statement is used to offset
the fee due on a
            subsequent registration statement pursuant to Rule 457(p), the
offering that included the
            unsold securities must have been terminated or completed.
Therefore, the prospectus in
            the subsequent registration statement would not be used for the
terminated or completed
 Kevin A. Richardson, II
SANUWAVE Health, Inc.
March 12, 2018
Page 2

       offering per Rule 429. For guidance, see Section 240.16 of the
Division's Securities Act
       Rules Compliance and Disclosure Interpretations. From footnote 5 and the
following
       paragraph in your fee table, it appears that you seeking to offset the
fee related to a prior
       offering pursuant to Rule 457(p) and use the prospectus in this
registration statement for
       the same offering per Rule 429. Please revise, and state clearly which
prior offering has
       been terminated or completed.

3.     We note your response to prior comment 2. A prospectus relating to a
prior registration
       statement pursuant to Rule 429 should address the transaction registered
in the prior
       registration statement. From the paragraph following footnote (5) to
your fee table, it
       appears that your Rule 429 prospectus relating your previous
registration of your issuance
       of securities is now addressing a different transaction: a resale
transaction by selling
       security holders. Therefore, reliance on Rule 429 is not appropriate for
that resale
       transaction. Please revise.

4.     Revise footnote (4) to be consistent with the 5 business day requirement
of Rule 457(c).

       Please contact Tim Buchmiller at (202) 551-3635 or me at (202) 551-3617
with any
questions.

                                                              Sincerely,

                                                              /s/ Russell
Mancuso

                                                              Russell Mancuso
                                                              Branch Chief
                                                              Office of
Electronics and Machinery


cc:    John C. Ethridge, Jr., Esq.
       Smith, Gambrell & Russell, LLP