SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                          [MCGUIREWOODS LLP LETTERHEAD]

May 2, 2005

William Friar
Senior Financial Analyst
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Re:      MRU Holdings, Inc.
         Registration Statement on Form SB-2 Filed March 22, 2005
         File No. 333-123503

Dear Mr. Friar:

We are in receipt of you letter dated April 13, 2005,  concerning  MRU Holdings,
Inc. (the "Company").  We are providing,  on behalf of our client, a response to
your comments related to the Company's registration statement on Form SB-2 filed
with the  Commission  on March 22,  2005  (the  "Registration  Statement").  The
numbered  responses in this letter  correspond to the numbered  comments in your
April 13, 2005 letter.  For your convenience,  we have repeated your comments in
this letter.

Comment  1:  Please  advise  the staff  whether  any  selling  shareholder  is a
broker-dealer  or an  affiliate of a  broker-dealer,  as defined by Rule 405. If
they were, please tell us whether they acquired their securities as compensation
for the professional  services of the  broker-dealer,  or if the securities were
acquired as investments.

Response 1:

To our knowledge  and the knowledge of the Company and based on  representations
made by the  selling  stockholders  in Investor  Questionnaires  provided to the
Company  and  duly  executed  by the  selling  stockholders  on or  prior to the
purchase by the  selling  stockholders  of the  Company's  Series A  Convertible
Preferred Stock (the "Preferred  Stock") offered and sold in connection with the
Company's  private  placement of the  Preferred  Stock (the  "Private  Placement
Transaction"),  the only selling stockholders who are registered  broker-dealers
are Brean  Murray & Co.,  Inc.  and Sanders  Morris  Harris,  Inc.  who acted as
co-placement agents in the Private Placement Transaction. The securities held by
Brean Murray & Co., Inc. and Sanders Morris  Harris,  Inc. which are included in
the Registration  Statement were acquired as compensation for their professional
services  to  the  Company  as  co-placement  agents  in the  Private  Placement
Transaction.

<PAGE>

May 2, 2005
Page 2

To our  knowledge,  and the  knowledge of the  Company,  the  following  selling
stockholders  are affiliates of a  broker-dealer:  Dean S. Oakey, Don A. Sanders
and Humbert  Powell,  each an officer of Sanders  Morris  Harris,  Inc. Based on
representations  made by such selling  stockholders  in Investor  Questionnaires
provided  to the Company and duly  executed  by the selling  stockholders  on or
prior to the  purchase by the selling  stockholders  of the  Preferred  Stock in
connection  with  the  Private  Placement  Transaction,  each of  these  selling
stockholders  purchased  the  securities  held by such selling  stockholder  and
included  in the  Registration  Statement  solely for the account of the selling
stockholder,  and not for the account of any other  person or with a view to any
resale or distribution thereof.

Comment 2: For any  registered  broker-dealer  who acquired the securities to be
resold  otherwise  than as  compensation  securities  for services,  revise your
disclosure to identify that  registered  broker-dealer  as an underwriter of the
securities to be resold.

Response 2: As indicated in Response 1, none of the selling stockholders who are
registered broker-dealers acquired the securities to be resold otherwise than as
compensation  securities  for  services,  for the account of any other person or
with a view to any resale or  distribution  thereof.  Therefore,  disclosure  as
indicated in your Comment 2 is not applicable.

Comment 3: If any of the selling  shareholders are affiliates of  broker-dealers
(but not  broker-dealers),  then include  disclosure  indicating  whether  those
broker-dealer affiliates;  purchased the securities to be resold in the ordinary
course  of  business  and at the  time  of the  purchase,  the  seller  had  any
agreements  or  understandings,  directly  or  indirectly,  with any  person  to
distribute the securities.

Response  3: As  indicated  in  Response  1, the  selling  stockholders  who are
affiliates of broker-dealers acquired the securities to be resold solely for the
account of the selling stockholder,  and not for the account of any other person
or with a view to any resale or distribution thereof.  Therefore,  disclosure as
indicated in your Comment 3 is not applicable.

In the event you have any questions or comments  concerning  the above  response
please contact the undersigned at (212) 548-2138.

Sincerely,

/s/ Louis W. Zehil

</TEXT>
</DOCUMENT>