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

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

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(a)

Other Asia primarily includes China, Korea, and Taiwan.

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bringing ultrasound out of the imaging center to the patient’s bedside or the physician’s examining table; and

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enabling physicians to conduct an “imaging physical” by incorporating ultrasound imaging into routine physical examinations.

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any significant decline in our revenues or gross margins;

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any delay or inability to collect accounts receivable;

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any significant increase in expenditures as a result of expansion of our sales and marketing infrastructure, our manufacturing capability and our product development activities; and

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any significant increase in our sales and marketing expenditures as a result of our introduction of new products.

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greater financial and infrastructure resources;

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larger research and development staffs;

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greater experience in product manufacturing, marketing and distribution;

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greater brand name recognition; and

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long-standing relationships with many of our potential customers.

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our competitors introduce ultrasound devices that are superior to ours;

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other products using new technologies emerge; or

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industry standards exceed our products’ capabilities.

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failure of products to perform as expected;

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a perception that our products are difficult to use; and

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litigation concerning the performance of our products or our technology.

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product and price competition;

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global economic conditions;

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performance of our third-party distributors;

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year-end customer budget constraints and other customer buying patterns; and

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changes in component cost and availability.

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demand for our products;

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timing of the receipt of customer orders, a large percentage of which occur toward the end of each quarter;

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estimating appropriate manufacturing levels for forecasted sales;

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inventory management and obsolescence;

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performance of our direct sales and distribution channels;

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development of new and enhanced products;

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product introductions and commercializations; and

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timing and magnitude of our expenses.

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if we overestimate our requirements, we may be obligated to purchase more components or third-party products than is required;

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if we underestimate our requirements, our third-party manufacturers and suppliers may have an inadequate product or product component inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues;

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we may also experience shortages of product components from time to time, which also could delay the manufacturing of our products; and

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over or under production can lead to higher expense, lower than anticipated revenues, and reduced margins.

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substantially increase our costs of operations;

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temporarily divert existing management resources;

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establish an efficient and self-reliant local infrastructure;

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attract, hire and train qualified local sales and administrative personnel;

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comply with additional local regulatory requirements; and

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expand our information, financial, distribution and control systems to manage expanded global operations.

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currency rate fluctuations;

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political and/or economic conditions;

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reduced protection for intellectual property rights;

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longer receivables collection periods and greater difficulty in receivables collection;

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localizing products for foreign markets; and

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compliance with export laws, including license requirements, trade restrictions and tariff increases.

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unauthorized use of our technology by competitors;

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independent development of the same or similar technology by a competitor, coupled with a lack of enforceable patents on our part;

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failure of our pending patent applications to result in issued patents;

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successful interference actions to our patents or successful oppositions to our patents and patent applications;

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unauthorized disclosure or use of our proprietary information by former employees or affiliates; and

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failure by our commercial partners to comply with their obligations to share technology or use our technology in a limited manner.

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assert or defend against claims of infringement;

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enforce our issued and licensed patents;

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protect our trade secrets or know-how; or

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determine the enforceability, scope and validity of the proprietary rights of others.

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divert existing management, scientific and financial resources;

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subject us to significant liabilities;

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allow our competitors to market competitive products without obtaining a license from us;

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cause product shipment delays and lost sales;

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require us to enter into royalty or licensing agreements, which may not be available on terms acceptable to us, if at all; or

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force us to discontinue selling or modify our products, or to develop new products.

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obtain prior clearance or approval from these agencies before we can market and sell our products;

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undergo rigorous inspections by domestic and international agencies; and

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satisfy content requirements for all of our sales and promotional materials.

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the difference between quarterly operating results and those expected by investors or securities analysts;

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changes in earnings estimates by analysts;

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the loss of significant orders;

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announcements of technological innovations or new products by our competitors;

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changes in the structure of healthcare financing and payment systems;

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general conditions in the medical industry or global economy;

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a lack of liquidity in the market for our stock; and

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significant sales of our common stock by one or more of our shareholders.

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change of control provisions in our license agreement with ATL, which require us to pay ATL:

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$150 million if, prior to April 6, 2003, any single person or entity obtains, directly or indirectly, voting control of a majority of our common stock or the power to elect our entire board of directors; or

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$75 million if, at any time between April 6, 2003 and April 6, 2006, any single person or entity engaged in the medical diagnostic imaging business, other than through the sale or manufacture of our products, obtains, directly or indirectly, voting control of a majority of our common stock or the power to elect our entire board of directors;

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acceleration provisions in benefit plans and change-in-control agreements with our employees; and

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our shareholder rights plan, which is designed to dilute a hostile acquiror’s interest so that the acquisition becomes prohibitively expensive. Under our rights plan, each of our shareholders has one share purchase right for each share of common stock held, with each right having an exercise price approximating our board of directors’ estimate of the long-term value of one share of our common stock. The rights are triggered if an acquiror acquires, or successfully makes a tender offer for, 15% or more of our outstanding common stock. In such event, each shareholder other than the acquiror would have the right to purchase, at the exercise price, a number of newly issued shares of our capital stock at a 50% discount. If the acquiror were to acquire 50% or more of our assets or earning power, each shareholder would have the right to purchase, at the exercise price, a number of shares of acquiror’s stock at a 50% discount. Our board of directors may redeem the rights at a nominal cost at any time before a person acquires 15% or more of our outstanding common stock, which allows board-approved transactions to proceed. In addition, our board of directors may exchange all or part of the rights (other than rights held by the acquiror) for such number of shares of our common stock equal in value to the exercise price. Such an exchange produces the desired dilution without actually requiring our shareholders to purchase shares. Our rights plan excludes SWIB’s ownership of our common stock so long as such ownership does not reach 20% of our outstanding common stock.

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1.

I have reviewed this quarterly report on Form 10-Q of SonoSite, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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1.

I have reviewed this quarterly report on Form 10-Q of SonoSite, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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