PROXY STATEMENT

2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, February 2, 2006

General Information

          This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Medwave, Inc. (the “Company”), for use at the Annual Meeting of Stockholders of the Company to be held on Thursday, February 2, 2006, at 10:00 a.m., local time, at Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts 02109, and any adjournments or postponements thereof (the “Annual Meeting”).

          At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon the election of one Class I Director for a three-year term, such term to continue until the annual meeting of stockholders in 2009 and until such director’s respective successor is duly elected and qualified.

Voting

          The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being mailed to stockholders of the Company on or about January 5, 2006 in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on December 12, 2005 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). Only holders of record of the Company’s common stock, par value $.01 per share, at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were approximately 11,475,416 shares of common stock outstanding and entitled to vote at the Annual Meeting and approximately 129 stockholders of record. Each holder of a share of common stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held of record with respect to each matter submitted at the Annual Meeting.

          The presence, in person or by proxy, of a majority of the total number of outstanding shares of common stock is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions or “broker non-votes” (i.e., shares represented at the meeting held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and with respect to which the broker or nominee does not have discretionary voting power to vote such shares) will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

          The affirmative vote of holders of a plurality of the votes cast by holders of shares of common stock present and represented by proxy and entitled to vote on the matter is required for the election of the Class I Director. Abstentions and broker non-votes will not be counted as voting with respect to the election of the Class I Director and, therefore, will not have an effect on the election of the Class I Director.

           Stockholders of the Company are requested to complete, date, sign and return the accompanying Proxy Card in the enclosed envelope. You may also vote by telephone in accordance with the procedures on the Proxy Card. Common stock represented by properly executed proxies received by the Company and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein. If instructions are not given therein, properly executed proxies will be voted “FOR” the election of the nominee for the Class I Director listed in this Proxy Statement. It is not anticipated that any matters other than the election of the Class I Director will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders.