SecProbe.io

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	January 17, 2005

Via E-Mail, Facsimile and U.S. Mail

Steven R. London, Esq.
Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA 02111

RE:	Pressure Biosciences, Inc.
      Schedule TO-C filed September 15, 2004
	Schedule TO-I filed December 27, 2004
	Schedule 13G filed by Richard Schumacher on March 3, 2004
SEC File No. 5-50285

Dear Mr. London:

The Office of Mergers and Acquisitions in the Division of
Corporation
Finance has reviewed the filings listed above. Our comments
follow.
All defined terms in this letter have the same meaning as in your
disclosure documents.

Schedule TO-C filed September 15, 2004
1. Your reference to the Private Securities Litigation Reform Act
of
1995 is inappropriate since the safe harbor for forward looking
statements provided in that Act do not apply to statements made in
connection with a tender offer. See Section 21E (b)(2)(C) of the
Securities Exchange Act of 1934. Please do not reference the
Reform
Act in future tender offer materials, or expressly state that its
safe harbor protections do not apply in this context.

Schedule TO-T filed December 27, 2004
2. We note that you have checked the box on the cover page of the
Schedule TO to indicate that this transaction is subject to Rule
13e-
3. However, you must also jointly "tag" the filing as both a
tender
offer and a going private transaction when submitted via EDGAR.
Since
you did not do so, you should separately file a Schedule 13E-3
"shell" document that incorporates by reference to the disclosure
in
the Offer to Purchase. Please ensure

that your amended filings are jointly tagged as both a Schedule TO
and 13E-3. If you have questions concerning EDGAR filing issues,
please contact our Office of EDGAR Policy at (202) 942-2940.
3. A Schedule 13E-3 must be filed at the first step in any series
of
transaction that will result in a company going private. It
appears
that the sale of substantially all of the assets of the Company,
submitted to the vote of shareholders in September 2004, may have
been the first step in this going private transaction since (i)
you
stated your intent in the proxy statement for that sale to use the
proceeds to finance the purchase of shares in a subsequent issuer
tender offer and (ii) this issuer tender offer is apparently, in
your
view, reasonably likely to have a going private effect. Please
provide your analysis as to why the sale was not the firs step in
a
series of transactions subject to Rule 13e-3. We may have further
comments.
4. See the last comment above. We note that you include Mr.
Richard
T. Schumacher as a filer on the Schedule TO-I. However, it is not
clear whether you intended him to be a bidder in this Offer or
simply
a filer on the Schedule 13E-3. Please clarify. Note that if you
consider Mr. Schumacher a bidder, he would technically be required
to
file a Schedule TO-T, since he would be considered a third party
bidder for purposes of this Offer. This is turn would trigger a
requirement that the Company file a Schedule 14D-9. Please revise
or
advise.
5. You have incorporated by reference to the financial statements
contained in other Commission filings. While you may do so, you
must
nevertheless present in the offer materials disseminated to
shareholders the summary financial statements required by Item
1010(c) of Regulation M-A. See Instruction 1 to Item 13 of
Schedule
13E-3, Instruction 6 to Item 10 of Schedule TO and Q&A 7 in
Section
I.H of the Division of Corporation Finance`s Manual of Publicly
Available Telephone Interpretations (July 2001).   Please revise
to
include the summary financial statements in the Offer to Purchase.

6. Please note that you must include the information required by
Items 3, 5, 6, 10 and 11 of Schedule 13E-3 with respect to each
executive officer and director of your corporation.  See General
Instruction C to Schedule 13E-3. In addition, note the similar
requirements imposed by General Instruction C of Schedule TO.
7. Both Schedules 13E-3 and TO require you to file as an exhibit
any
contract, arrangement or understanding involving the company`s
securities and within the meaning of Item 1005(e) of Regulation M-
A.
It appears that your arrangement or understanding with Messrs.
Schumacher and Quinlan with respect to this Offer may fit within
the
meaning of this Item, and thus any written agreement should be
filed
as an exhibit. Please revise or advise. In addition, your other
agreement(s) with Mr. Schumacher concerning pledges and loan
guaranties may also fall within this Item requirement, and
therefore
should also be filed (or incorporated by reference if filed with
other periodic reports). Please revise or advise.

Exhibit (a)(1)(A) - Offer to Purchase

General
8. You have determined that this transaction is subject to Rule
13e-3
despite your disclosure that it will not result in the number of
record holders decreasing below 300 (because there are already
less
than 300 record holders) and your belief that it should not result
in
delisting of Pressure Bioscience`s shares from Nasdaq. We
appreciate
your desire to be cautious regarding the application of Rule 13e-
3,
and whether that Rule applies in the context of your particular
transaction is a fact-intensive inquiry best made by you. However,
since you have filed a Schedule 13E-3 in connection with this
issuer
tender offer, you must fully and completely satisfy the disclosure
requirements of that Schedule. In this regard, you should revise
the
Offer to Purchase to more prominently and completely discuss the
possible impact of deregistration and delisting. These matters are
currently not discussed until the middle of the offering
materials,
but they are critical to making an investment decision and thus
should be fully and prominently explained in the Summary Term
Sheet.
9. Mr. Schumacher is listed as a filer on the Schedule TO-I and
states in the Offer to Purchase his belief that the offer is fair
to
unaffiliated shareholders. Despite this statement, however, Mr.
Schumacher explicitly recommends that shareholders not tender into
the Offer. Revise generally throughout the disclosure document to
generally explain this apparent inconsistency and to discuss Mr.
Schumacher`s potential conflict of interest in making such a
recommendation. That is, the fewer shareholders that tender, the
more
likely it is that Mr. Schumacher`s shares will be purchased. Your
expanded discussion should specifically address how his situation
differs from those of other shareholders. That is, why are his
arguments against tendering into this Offer inapplicable to him?
10. Your discussion of the intent of Mr. Schumacher and Mr.
Quinlan
to withdraw the shares they tender if they would result in
oversubscription of the Offer should be revised to clarify whether
such withdrawal would be sufficient to prevent any possibility
that
the Offer could be oversubscribed. That is, if, due to their plans
to
withdraw, there is no real possibility of pro ration in this
Offer,
this fact must be clear throughout. Please revise generally.
11. Disclosure in the offer materials indicates that the Company
and
SeraCare have until January 15, 2005 to resolve their differences
concerning the closing balance sheet for the asset sale, after
which
time the dispute will be referred to Ernst & Young LLP. Please
update
the Offer to Purchase concerning the status of that dispute and
its
resolution. If possible, provide an estimated time frame for
resolution of this matter.
12. With respect to the organization and presentation of the
information in the Offer to Purchase, note that Rule 13e-
3(e)(1)(ii)
requires that the disclosure called for by Items 7,8 and 9 of
Schedule 13E-3 must appear in a "Special Factors" section in the
front of the disclosure document. As currently presented, this
critical information begins on page 50 of the offer materials.
Please
revise the organization and presentation of these materials so
that
this critical information is presented prominently, as mandated by
Rule 13e-3.
13. As you are aware, Item 1013 requires you to describe the
purposes
of the Offer. We note the disclosure in the Offer to Purchase that
Mr. Schumacher will attempt (subject to oversubscription of the
Offer) to tender shares owned by him in order to repay certain
indebtedness secured by the Company. If this Offer is being made
in
whole or in part to allow Mr. Schumacher and other insiders to
sell
their shares at a premium, this fact must be fully and prominently
disclosed.

Summary Term Sheet, page i
14. This section should be revised generally to comply with the
requirements of Item 1001 of Regulation M-A. That Item mandates
that
the summary section must present a summary of the most material
terms
of the proposed transaction. It should not repeat verbatim
information contained elsewhere in the disclosure document. We are
concerned that the extensive and detailed disclosure presented
here
does not serve to highlight the most important aspects of this
transaction. For example, a single subsection about Pressure
Bioscience`s financial condition goes on for more than three
single-
spaced pages. Please revise generally to present only the most
material information about this transaction, with cross references
to
more extensive disclosure of each topic later in the offer
materials.
Also, revise to ensure that the question posed (i.e., the heading)
matches the disclosure presented in each subsection. For example,
in
the subsection about the Company`s financial condition cited
above,
many unrelated matters are discussed. Finally, consider revising
to
discuss only one matter per subsection. For example, consider
breaking out each filing person`s fairness determination
(beginning
on page x).
15. This section should discuss the interests of insiders
(including
Mr. Schumacher) in this transaction not shared by other
shareholders.
Any conflicts of interest (or potential conflicts) should be fully
explored.
16. Consider including a section on how mechanically a shareholder
may tender into this Offer.

How will I be notified if this Offer is extended? Page vii
17. Disclose how you will make a public announcement if you decide
to
extend the Offer.

How will I find out if any of the terms of the Offer have been
amended? Page ix
18. See the last comment above. Provide similar disclosure with
respect to how you will announce amendment or termination of the
Offer.
19. Clarify what you mean by a "postponement" of the Offer as used
in
this section. We may have additional comments.

May I withdraw previously tendered shares? Page ix
20. Here and in the corresponding section later in the offer
materials, disclose the existence of "back end" withdrawal rights
if
tendered shares have not yet been accepted for payment after the
fortieth day from the date the Offer commenced. See Rule 13e-
4(f)(2)(ii).

What do our board of directors and other filing persons think of
the
Offer? Page x
21. Refer to the bold-faced disclaimer on page xiii stating that
no
person "including Mr. Schumacher" has been authorized to make any
recommendation on the Company`s behalf concerning whether or not
any
shareholder should tender into this Offer. This disclaimer appears
to
be inconsistent with Mr. Schumacher`s status as a filing person
and
as the listed contact person for shareholders who have questions
about the Offer. Alternatively, delete the statement.
Did our board of directors ... receive any written opinions or
reports from independent financial advisors regarding the fairness
of
the Offer? Page xiii
22. Note that Item 9 of Schedule 13E-3 and Item 1015 of Regulation
M-
A encompass both written and oral reports that are materially
related
to the going private transaction. Confirm that no such reports,
opinions or appraisals have been received, or revise to provide
all
of the disclosure required by those Items with respect to any oral
reports. In this regard, you may need to consider whether any
reports, opinions or appraisals related to the asset sale to
SeraCare
are also materially related to this issuer tender offer, since all
of
the proceeds of the asset sale are being used to fund this Offer.
See
our comments above.

Do any directors, executive officers or affiliates of Pressure
Bioscience intend to participate in the Offer? Page xiii
23. In this section, compare the post-Offer percentages owned by
each
affiliate with those they currently own, and for all office and
directors as a group.

Will Pressure Biosciences continue as a publicly traded company?
Page
xvii
24. The disclosure here should discuss the fact that the Company
already has less than three hundred shareholders of record and
thus
could deregister at will if its shares were no longer listed on a
registered exchange. You should also explain the impact of
deregistering, such as termination of reporting requirements, etc.

What are the United States federal income tax consequences if I
tender my shares? Page xx
25. Revise this section to more clearly describe the basis for the
tax treatment as a distribution of property versus a capital
gain/loss, etc. As it currently appears, this section simply lists
alternate tax treatments, without providing an explanation of how
the
appropriate method would be determined.

What are the associated preferred share purchase rights? Page xxi
26. Clarify the relevance of these rights to the Offer, or
consider
deleting or relocating this discussion to a later part of the
Offer
to Purchase.

What are the potential benefits and potential disadvantages of
this
Offer for stockholders? Page xxi
27. The risk of delisting and deregistration should be discussed
or
referenced here.

Forward Looking Statements Page 1
28. Refer to the second paragraph on page 2 (the last paragraph in
this section). Your disclaimer of any obligation to update or
otherwise revise the offer materials to reflect subsequent events
is
inconsistent with your disclosure obligations under Rule 13e-
4(c)(3)
and Rule 13e-3(d)(2). Please revise or delete.

Section 1. General Information about the Company...Page 2
29. Refer to the first sentence on page 4. We do not believe the
procedure you describe comports with the pro ration requirements
of
Rule 13e-4(f)(3), nor does it fit within the exception provided in
Rule 13e-4(f)(3)(i). Please revise.

Special Factors - Section 2. Background..., page 6
30. See our comment above regarding the need to consider whether
reports, opinions or appraisals related to the asset sale to
SeraCare
are also materially related to the Offer, given the nexus between
the
two transactions. Please provide your written analysis as to
whether
the Blair report is materially related, under these facts. Your
analysis should state whether the fairness analysis of William
Blair
addressed, considered or in any way related to the Offer. We may
have
further comments.
31. Clarify how and when you arrived at the Offer price of $3.50
per
share.
32. Expand to more explicitly describe the "transactions
contemplated
by the asset purchase agreement" that the board approved on April
16,
2004.
33. Disclose the identities of the control persons of the limited
liability company that purchased the BBI Source business unit in
June
2004. Describe any affiliation with the Company, if applicable.
34. The disclosure in this section concerning the timing of the
board`s approval of the Offer does not seem to jibe with the
disclosure in the Schedule TO-C and the proxy statement related to
the SeraCare asset sale. For example, the disclosure here (on page
10) seems to indicate that the board and the special committee
continued to consider alternatives to an issuer tender offer well
into November 2004; however, as you know, the Schedule TO-C
announcing this Offer and the Offer price was filed on September
15,
2004. Please clarify.
Certain Effects of the Offer, Page 18
35. Given the heading, this section should fully discuss the risk
of
delisting and deregi