SecProbe.io

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Mail Stop 6010

							July 28, 2005

William H. Burns, Jr.
Minrad International, Inc.
847 Main Street
Buffalo, NY  14203

Re:	Minrad International, Inc.
	Registration Statement on Form SB-2
	File No. 333-126359

Dear Mr. Burns:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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.

Form SB-2

General
1. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
2. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
3. We note that you have filed a confidential treatment request
for
certain of your exhibits.  In that regard, please be advised that
comments related to your request for confidential treatment will
be
delivered under separate cover.  We will not be in a position to
consider a request for acceleration of effectiveness of this
registration statement until we resolve all issues concerning the
confidential treatment request.
4. In your next amendment, please update the disclosure, including
updated financial information, and in your Risk Factor section, as
of
a recent date practicable.

5. Please provide updated interim financial information in
accordance
with Item 310(g) of Regulation S-B.
6. Where applicable, please amend your transition report on Form
10-
KSB for the three months ended December 31, 2004 and your Form 10-
QSB
for the quarter ended March 31, 2005 to comply with our comments
on
your Form SB-2.

Registration Statement Cover Page

7. Although Form SB-2 does not contain a space to indicate that
the
securities are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, please revise to
include this disclosure.

Prospectus Cover Page
8. Please revise the third line where you disclose the number of
shares of common stock to say "up to 25,120,561 shares of common
stock."

Risk Factors, page 4

9. We note your statement that, "The risks and uncertainties
described below are not the only ones facing our company.
Additional
risks and uncertainties may also adversely impair our business
operations."  Please eliminate or revise these sentences as they
imply that there are other risks that the investors should
consider
before investing in your company when the risk factors section
should
list all of the risks key to an investment decision.

"We are currently in a growth stage and may experience setbacks in
both business . . . .," page 4

10. Please clarify how long you have been manufacturing and
marketing
inhalation anesthetics.

11. Please also clarify when you launched the SabreSource system,
and
explain how your operations in producing this system have been
limited.  Please provide examples to illustrate your point.
"We have historically experienced operating losses and expect to
continue to . . . .," page 5

12. To the extent possible, please quantify the significant up-
front
expenditures you have incurred in the production and marketing
activities of your inhalation anesthetics and image guidance
system
products as well as the amount of revenue you have derived from
the
sale of these products to date.

"We will need to raise additional capital to fulfill our business
strategies. We may . . . .," page 5

13. We note your disclosure relating to the need to raise
additional
capital. To the extent possible, please quantify how much capital
you
intend to need or raise in the next 12 to 18 months.  Please also
provide similar disclosure in your Liquidity and Capital Resources
section.

14. Please disclose how long you will be able to maintain your
operations without obtaining additional funds.  To the extent
possible,  please put your cash needs in a context by stating the
amount of cash you currently have available to you and the average
amount of cash you are using on a monthly basis. Please also
provide
similar disclosure in your Liquidity and Capital Resources
section.

15. In addition, please note that each risk factor should discuss
one
risk.  We note that the discussion in the last three sentences of
this risk factor appear to be discussing two separate risks.  More
specifically, the separate risk that if you issued additional
capital, the dilution consequences of such an issuance; and the
separate risk of debt financing, which may involve unfavorable
financial terms or significant restrictive covenants.  Please
revise
this section such that each risk factor is presented separately.

"The loss of the services of key personnel would adversely affect
our
business . . . .," page 6

16. Please identify the positions that each of William Burns and
John
McNeirney have with your company in this risk factor.

17. Please also briefly indicate the status of your conscious
sedation program, including when you expect to complete the
program.

18. In addition, please indicate if you maintain any key life
insurance policies or employment agreements with these
individuals.

"We must hire and retain skilled technical and managerial
personnel,"
page 6

19. To the extent that you have experienced problems hiring or
retaining employees, please revise to disclose the problems and
resulting consequences.

"We depend on strategic partnerships and relationships," page 7

20. To the extent you have established any alliances with
strategic
partnerships and relationships that you believe are material to
your
business, please identify those partnerships and relationships in
the
Business section of your prospectus, please provide the material
terms of any agreements you have with such partners.  Please also
file the agreements as exhibits to your registration statement. In
the alternative, please provide an analysis as to why such
agreements
are not material to you.

"We face competition in our industry, and many of our competitors
have . . . .," page 7

21. Please explain to us the basis for your statement that you
believe you are the only company with a real-time image guidance
system with an accuracy of plus or minus 1 mm at a distance of 1
meter. Please also explain in greater detail how the accuracy of
your
system compares to that of your competitors` products. For
example,
do your competitors have products with greater or lesser accuracy
than your guidance system?

"We rely upon third-party manufacturers and suppliers, which puts
us
at risk for . . . .," page 7

22. To the extent you substantially rely on the services of any
third
party manufacturers or suppliers, please identify them in this
risk
factor and in your Business section, please provide the material
terms of any agreements you have with such parties.  Please also
file
any agreements you may have as exhibits to your registration
statement. In the alternative, please provide us with an analysis
as
to why such agreements are not material to you.

23. We also note your statement that you rely on the continuing
availability of certain specialty raw materials from a small
number
of suppliers.  Please identify the raw materials you are referring
to
and also indicate the availability of these materials in general,
other than from your selected suppliers.

24. Please indicate if your suppliers currently meet your supply
and
manufacturing requirements.  Additionally, if difficulties in
obtaining needed supplies have ever caused a material delay or
disruption to your business, please discuss in this risk factor.

"Business interruptions beyond our control have occurred in the
past
and may take . . . .," page 8

25. Please further provide the details of the business
interruption
experienced at the Bethlehem facility, including how long the
interruption was and how much damage the company experienced from
a
financial point of view. Please also indicate the amount of the
claim
you filed and how much you expect to receive from your insurance
carrier and when you expect to receive the full amount, if at all.

"We face significant risks associated with our international
operations, which . . . .," page 8

26. Please identify each foreign country where you conduct your
business, if such country represents a material portion of your
business. If you determine such a market in a particular country
is
not material, please provide us with a detailed explanation as to
why
such markets are not material to you and therefore, require no
additional disclosure.

27. We note your statement that you have recently experienced
adverse
effects on the sales of inhalation anesthetics in Venezuela as a
result of restrictions of the Venezuelan government on the
repatriation of the United States dollar.  Please quantify how
much
of a financial impact such restrictions had on your operations.
For
example, quantify how much of a decrease you experienced in
revenues
from your sales in the Venezuelan market. Please also provide
similar
information regarding your sales in the Middle East.

28. Additionally, please also explain your distribution and
selling
efforts in both Venezuela and the Middle East. For example, do you
directly sell to customers in these markets or do you sell through
third parties?  Additionally, please explain what specific Middle
Eastern countries you sell your products to in this risk factor.

29. We note the disclosure you include in the bullet points of
this
risk factor. It appears each of these factors warrant separate
discussion as risk factors.  Please consider adding a risk factor
discussion for each of the items listed in the bullet point
section
of this section. To the extent you do not believe each factor
warrants separate discussion, please supplementally explain to us
why.

"Failure to obtain regulatory approval for our products in the
future
may . . . .," page 10

30. Please identify the foreign governmental agencies in which you
are planning on seeking approvals for your products.

31. Please explain what cGMP standards mean.

"We are subject to environmental regulations, and any failure to
comply may . . . .," page 11

32. Please indicate if you maintain any insurance coverage with
respect to any environmentally hazardous materials you manufacture
or
distribute. If so, please also disclose the coverage amount as
well
as any limitations of the insurance coverage.

"We became public by means of a reverse merger, and as a result we
are subject  . . . .," page 12

33. Please briefly describe in this risk factor the operations
conducted by the company prior to the reverse merger.

34. Please present the discussion concerning the risks associated
with the fact that no security analysts of major brokerage firms
and
securities institutions sold your stock in a public offering as a
separate risk factor with its own heading. Please also discuss in
further details the consequences stemming from the risk you have
identified.

"We have recently been in default under obligations with various
service . . . .," page 12

35. Please disclose the time period in which you defaulted.  In
addition, if material, please identify the providers that you had
defaulted payment on.  Please also quantify the amount you had
defaulted on and how much you continue to owe to such vendors or
lenders. You should also include a brief discussion of the
financial
arrangements you made with these vendors and whether you are
currently meeting your obligations under these terms.

36. Please also indicate if you these vendors are continuing to
provide you with services or supplies. If not, please indicate
from
whom you are currently receiving your needed services and/or
supplies
and how you intend to pay for these services or supplies.

"We incur significant costs as a result of being a public
company,"
page 12

37. Please revise your heading to add a consequence of you
incurring
significant costs.

"If we are not able to adequately protect our intellectual
property,
we may not be . . . .," page 13

38. Please identify the patents for each material product as well
as
the expiration date for each patent.  Please also provide similar
information with respect to the foreign counterparts that protect
your product, including the country and agency providing the
approval
for your product in foreign markets.

"We have a concentration of stock ownership and control," page 14

39. Please revise the heading to add a consequence to you having a
concentration of stock ownership and control.

40. Please provide the number of your shareholders holding a high
concentration of your common stock, including their identity and
their relationship with you, other than as majority stockholders.

"Our stock price may be volatile because of factors beyond our
control and you . . . .," page 15
41. Please disclose the price range of your common stock during
the
most recent two fiscal years and interim period.  For example, the
high and low price during this period.  In addition, if any known
factors are suspected of causing the volatility, please explain
identify these factors and describe the suspected impact on your
stock price.

"We may experience future sales of large amounts of common stock
by
existing . . . .," page 15

42. Please revise to include the number of your presently
outstanding
shares, the number that is freely tradable and the number that is
subject to Rule 144.

"We are subject to penny stock regulations and restrictions, page
15

43. Please disclose the price per share of your common stock as of
a
recent date.

"We have not paid and have no plans to pay cash dividends, page 16
44. Please revise this risk factor heading and discussion to
clarify
investors will only see a return on their investment if the value
of
the shares appreciates.

Selling Shareholder Table, page 20
45. For each selling shareholder that is not a natural person or
publicly registered company, please revise to disclose the natural
person having voting and dispositive rights.
46. If any selling shareholders are registered broker-dealers,
please
revise to identify such parties as underwriters.  The only
exception
to this position is if the selling shareholder received the shares
as
underwriting compensation.
47. If any of the selling shareholders are affiliates of broker-
dealers, please revise to state that the selling shareholder
received
the shares in the ordinary course of business and has no agreement
to
directly or indirectly engage in a distribution of the shares.  If
a
selling shareholder is not able to make such representations, then
revise to identify such selling shareholder as an underwriter.

Plan of Distribution, page 26
48. We note your disclosure that "selling shareholder" includes
transferees, pledges, donees or other successors. Please note that
in
the event the shares covered by this prospectus are transferred in