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							December 29, 2004

Timothy R. Surgenor
Chief Executive Officer
Cyberkinetics Neurotechnology Systems, Inc.
100 Foxborough Boulevard
Suite 240
Foxborough, Massachusetts 02035

Re:	Cyberkinetics Neurotechnology Systems, Inc.
      Registration Statement on Form SB-2
      Filed December 3, 2004
		File No. 333-120973

Dear Mr. Surgenor:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

1. We note that several affiliates - including current officers
and
directors of the registrant - are identified as selling
shareholders
in this offering.  We note the shares being registered on behalf
of
those selling shareholders represent 26% of the total shares being
offered and almost 5% of the total number of outstanding shares of
the registrant.  It appears that the resale transactions by
affiliates of the issuer may constitute an offering "by or on
behalf
of the issuer," and that those parties should be identified as
statutory underwriters.  Further, it appears that since the
registrant is ineligible to conduct an "at the market" offering,
as
defined in Rule 415, the registration statement should be revised
to
state a fixed price for shares by affiliates for the duration of
the
offering.   For guidance, refer to Item D.29 of our Manual of
Publicly Available Telephone Interpretations available on our
website
at www.sec.gov.

Summary - Page 1

Our Company - Page 1
2. Revise the first sentence to highlight that you are a
development
stage medical device company.
3. We note your disclosure in the second paragraph that you have
received an "Investigational Device Exemption" from the FDA for
the
BrainGate product.  Revise to clarify that this exemption is
available only for the clinical testing of your product.  Also
revise
to state that none of your products have received regulatory
approval
for sale anywhere in the world yet and will not be commercially
available for several years, if ever.
4. Revise to indicate the type of application you expect to make
to
the FDA for approval of the BrainGate in approximately three to
five
years.  Also expand to discuss the timeline for the FDA`s review
of
the application, so investors have a sense of when you might be
able
to undertake commercialization of the BrainGate.

Risk Factors - Page 6
5. Please revise to eliminate the last sentence of the second
introductory paragraph and revise as necessary to include a
discussion of all material risks in your risk factor section.
6. Many of your subheadings currently either merely state a fact
about your business.  Please review all of your risk factor
headings
to ensure that the headings state a risk to investors that results
from the condition, fact or uncertainty you describe.  By way of
non-
exclusive example, the following are all statements of fact rather
than risk:
* We may experience fluctuation of quarterly operating results
(page
13);
* Our common stock is considered a "penny stock" (page 15); and
* Certain of our stockholders hold a significant percentage of our
outstanding voting securities (page 16).

Risks Related to Our Business - Page 6

      Our future success is strongly dependent on development ...
-
Page 6
7. Please revise this risk factor to discuss specifically the
challenges you face "in a variety of areas" so investors are able
to
assess the magnitude of the risk.  Also quantify the amount spent
on
research and development in each period for which you have
presented
financial statements.

Failure to develop products would have an adverse effect... - Page
7
8. Please consider combining this risk factor with the second risk
factor on page 6, or revise to distinguish the risks presented in
each risk factor.

      If patients choose less invasive or less expensive
alternatives... - Page 10
9. Revise to identify the existing alternatives to your product.
We
note your disclosure in this regard on page 29.

      Risks Related to Capital Structure - Page 13

      Our common stock is considered a penny stock - Page 15
10. Please expand this risk factor to discuss the consequence(s)
on
current or potential investors of being designated a "penny
stock,"
or consider combining it with the following risk factor.

Management`s Discussion and Analysis of Financial Condition... -
Page
19
11. In the first paragraph under this caption, delete the
reference
to Section 27A of the Securities Act of 1933, as amended, and
Section
21E of the Securities Exchange Act of 1934, as amended, since
these
provisions do not apply to penny stock offerings.

Results of Operations - Pages 23-25
12. We reference the discussion on page 23 that the increase in
product sales during the nine-month period ended September 30,
2004
compared to the prior period was from the increase in the number
of
units sold and the selling price. Please revise to quantify each
significant factor that contributed to significant increases in
revenues and expenses each period. Provide more details of the
significant increase in research and development expenses in
fiscal
2003 compared to fiscal 2002. The current discussion on page 25
only
addresses approximately half of the $2 million increase.

Liquidity and Capital Resources - Page 26
13. To enhance your explanation of cash flows from operations,
please
revise to discuss significant changes to the components of working
capital, including individually significant changes in line items.
For example, we note that accounts payable increased $233 thousand
or
147% over the past nine months.  Please address the impact on your
working capital. Significant changes in balance sheet amounts
should
also be discussed.

Business - Page 27
14. Please revise to provide disclosure required by Item 101(b) of
Regulation S-B.  For instance, include a discussion of:
* Research and development expenses incurred in your last two
fiscal
years,
* Dependence upon a single customer or a few customers, and
* Availability of materials or components used in your products.

      Products - Page 27
15. Footnote 1 to the financial statements indicates that you
manufacture and sell a line of neural recording arrays and data
acquisition systems acquired from Bionic Technologies.  Please
revise
your disclosure to discuss this portion of your business, and
quantify revenues derived from these sales.
16. Please expand your disclosure to explain briefly the "new
dimension of information" that the NeuroPort device is designed to
provide.
17. It appears from your disclosure on page 28 that you intend the
NeuroPort device to be used to replace craniotomy procedures that
are
performed solely for monitoring the brain.  Please clarify your
disclosure.  Also revise to quantify the "small percentage" of
craniotomies that are performed to monitor the brain.
18. It appears from your disclosure on page 28 that the NeuroPort
device is not designed to be used independently, but must be used
in
conjunction with other devices.  Please clarify.
19. We note a summary of the BrainGate System contained in your
press
release dated December 7, 2004, which describes the system in a
clear
and concise manner.  Please consider including this description in
the registration statement.

      Market Opportunity - Page 29
20. Please expand to clarify that you cannot market products in
the
United States until you obtain FDA approval, and state that the
approval process will take several years, if at all.
21. We note your disclosure on page 30 that you plan to apply for
a
humanitarian device exemption from the FDA for the BrainGate
product.
Expand your disclosure here and in the summary to indicate the
material differences among the types of FDA approvals that you
might
seek, and describe the implications on your potential sales and
marketing efforts as a consequence of your choice in application
type.  For instance, the use of an HDE as compared to a pre-market
approval would significantly limit sales of the BrainGate, as a
humanitarian use device is intended to benefit patients in the
treatment and diagnosis of diseases or conditions that affect
fewer
than 4,000 individuals in the United States per year.

      Competition - Page 29
22. Supplementally, with a view toward disclosure, identify your
potential competitor who has developed a custom-made device and
has
successfully demonstrated that their patients can achieve neural
control.

      Intellectual Property - Page 29
23. Please revise to state the duration of your patents and
licenses.
24. Please revise to describe the material terms of the license
agreements to which you refer.  For example, discuss the
significant
obligations or commitments of the parties, the duration of the
licenses, and the termination provisions.

      Government Regulation - Page 29
25. Explain the terms you use in this section, such as "HDE" and
"PMA" and discuss the differences among the different types of FDA
approval.  Also explain why you will seek an HDE approval for the
BrainGate system as opposed to a PMA approval.  Finally, expand to
discuss the estimated time it may take to receive approval from
the
FDA for HDE, PMA, and 510(k) applications.
26. Please update your disclosure with regard to the status of
your
510(k) applications.
27. Revise to discuss any post-approval surveillance by the FDA to
which you may be subject. We note your disclosure on page 8.

      Clinical Trials - Page 30
28. Revise to explain what an IDE approval from the FDA is, and
whether you will need to obtain an IDE prior to each clinical
trial
you will conduct.  If so, provide an estimate of how long the
approval process could take.

Audit Committee - Page 34
29. We note that Oxford Bioscience Partners and its affiliates
currently beneficially own approximately 46.44% of your
outstanding
shares.  We also note your disclosure that you believe that each
member of the audit committee meets the requirements for
membership
established by the Commission. However, Mr. Carthy is a General
Partner of Oxford Bioscience and Dr. George Hatsopoulos is a
limited
partner of GDH Partners.  Please revise to disclose what
consideration the board gave to the relationship of Mr. Carthy
with
Oxford Bioscience and Dr. Hatsopoulos with GDH Partners in making
its
determination that each of these directors could be appropriately
designated as independent.  Refer to Section 10A-3(d)(3)(B) of the
Exchange Act.
30. We note your disclosure that your audit committee has at least
one financial expert.  Please revise to disclose the name of the
expert and indicate whether that person is independent, as that
term
is used in Item 7(d)(3)(iv) of Schedule 14A.  Refer to Item
401(e)(1)(ii) of Regulation S-B.

Beneficial Ownership - Page 38
31. Here and in the selling shareholder table beginning on page
48,
please revise to identify the natural persons who have or share
voting and/or investment control of the shares held by the
entities
identified in the tables.

Certain Relationships and Related Transactions - Page 43

      November 2004 Private Placement - Page 43
32. Reconcile your bullet-point disclosure with your introductory
paragraph which indicates that only 2,000,000 shares and warrants
to
purchase an additional 760,000 shares were issued in the November
2004 private placement.  The disclosure indicates that the amount
of
shares issued to Oxford Bioscience Partners, Global Life Science
Ventures, and GDH Partners in the private placement exceeded
2,000,000 shares and warrants to purchase 760,000 shares.
33. Expand to discuss the convertible preferred stock issuance,
quantifying the number of shares issued to each affiliate and the
consideration paid by them.  Also expand to discuss the issuance
of
common stock upon conversion by all affiliates at the time of the
reverse acquisition.
34. If Bionic Technologies, LLC was affiliated with any current
officers, directors, or significant shareholders, expand to
discuss
the acquisition.

Selling Shareholders - Page 46
35. Revise to ensure you have identified the natural persons with
voting or investment control over shares held by each entity
listed
in the table.
36. Tell us whether the selling stockholders are broker-dealers or
affiliates of a broker-dealer.  Any selling stockholders who are
broker-dealers must be identified as underwriters with respect to
the
shares that they are offering for resale.  In addition, each
selling
stockholder who is an affiliate of a broker-dealer must be
identified
as an underwriter with respect to the shares that it is offering
for
resale unless that selling stockholder is able to make the
following
representations in the prospectus:
* The selling stockholder purchased the shares being registered
for
resale in the ordinary course of business, and
* At the time of the purchase, the selling stockholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
Please revise your plan of distribution accordingly.

Financial Statements
37. Please update the financial statements when required by Item
310(g) of Regulation S-B.
38. Please include an updated accountant`s consent in the amended
filings.
Notes to Consolidated Financial Statements
Note 1. Nature of Business and Basis of Presentation- Page F-8
39. Please provide supplemental details of the "various
applications"
that the Company`s products are used for by its customers.
Note 2. Summary of Significant Accounting Policies
      Revenue Recognition - Page F-13
40. Please tell us whether product sales require customer
acceptance
and whether there is any right of return or any other obligations
(e.g. for installation) that could impact the timing of revenue
recognition.
41. We note that audits of the Company`s grants may result in
adjustments to the amount of grant revenues recorded and funds
received and that historically grants have been a significant
funding
source.  Please disclose the history of audit adjustments to grant
revenues and funds received if significant. In addition, provide
more
details of the recognition of grant revenue, including the reason
that this is a revenue generating activity rather than a cost
reimbursement activity that would be recorded as a reduction to
operating expenses. Provide more details of the Company`s
activities
with contract research and development.
      Segment Reporting - Page F-18
42. It appears that the Company`s primary business is to develop
platform technology and implantable medical devises and software
for
human use that will be designed to detect and interpret brain
activity in real time. You indicate the Company operates in one
business segment, which is the development and marketing of
advanced-
stage neurological products.  We also note that in August 2002,
the
Company acquired Bionic Technologies, LLC, a manufacturer of
neural
recording arrays and data acquisition systems for research, which
the
Company continues to manufacture and sell. We note that 40% of the
Company`s revenues from inception to date are derived from product
sales of Bionic operations and 60% of revenues from gran