SecProbe.io

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								January 11, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. William H. Burns
President and Chief Executive Officer
Minrad International, Inc.
847 Main Street
Buffalo, New York 14203

	Re:	Form 8-K filed December 21, 2004
      File No.: 0-49635

Dear Mr. Burns:

We have reviewed your disclosures solely pertaining to Item 4.01
of
your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Please file your supplemental response and amendment via Edgar in
response to these comments within five business days of the date
of
this letter.  Please note that if you require longer than five
business days to respond, you should contact the staff immediately
to
request additional time.

Former Accountant

1. Please amend the report to state the name of the former
accountant
and whether the they resigned, declined to stand for re-election
or
was dismissed, and the specific date, as required by Item
304(a)(1)(i) of Regulation S-K.

2. Pursuant to Item 304(a)(1)(ii) of Regulation S-K please state
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty,
audit scope or accounting principles; and a description of the
nature
of each such adverse opinion, disclaimer of opinion, modification
or
qualification.  This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report.

3. The disclosure should also state whether during the
registrant`s
two most recent fiscal years and any subsequent interim period
through the date of resignation, declination or dismissal there
were
any disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure,
or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.  In the event of
disagreement(s) and/or reportable event(s), provide the specific
disclosures required by Item 304(a)(1)(iv) and (v) of Regulation
S-K.

Engagement of New Accountant

4. Please expand your disclosure to indicate the date of
engagement
of the new accountant.

Other

5. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Effie Simpson at (202) 942-2838 or Bob Benton,
Senior
Accountant, at (202) 942-1811 if you have any questions.

								Sincerely,

								Effie Simpson
								Staff Accountant
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Mr. William H. Burns
Minrad International, Inc.
January 11, 2005
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