SecProbe.io

February 23, 2012
 Via E-mail

Kimble L. Jenkins Chief Executive Officer MRI Interventions, Inc. One Commerce Square, Suite 2550 Memphis, TN 38103
Re: MRI Interventions, Inc.
Amendment No. 1 to Registra tion Statement on Form 10
Filed February 9, 2012
  File No. 000-54575

Dear Mr. Jenkins:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by amending your registration
statement, by providing the requested informati on or by advising us when you will provide the
requested response.  If you do not believe our comments apply to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Management’s Discussion and Analysis . . . , page 55

 1. Please expand your response to prior comment 11 with regard to your cash flows for the
period ended September 30, 2011 and with regard to whether the legal settlement represents a known, material demand or commit ment that will result in or that is
reasonably likely to result in your liqu idity decreasing in any material way.

Liquidity and Capital Resources, page 62

2. Please expand your response to prior comment 13 to clarify the maturity date of the $0.7
million in principal amount of the 10% senior unsecured convertible notes.  If these notes mature two years from the March 2010 issuance date, as indicated in the second sentence
of the third paragraph of this  section, please tell us why you have not included these notes
as notes payable in less than one year in your contractual obliga tions table on page 65.

Kimble L. Jenkins MRI Interventions, Inc. February 23, 2012 Page 2

3. Please expand your response to prior comment 14 to indicate the number of shares the
holders of the $0.7 million in principal amount of the 10% senior unsecured convertible
notes would receive and the number of shares  Brainlab would receive if conversion of
their notes occurred today.
Long-Term Equity Compensation, page 75

 4. Please revise to discuss the factors cons idered by your compensation committee in
determining not to award stock options in fisc al 2011 or to explain material decreases in
long-term compensation.  Refer to Regulation S-K Item 402(b)(2)(ix).
 Unaudited September 30, 2011 Financial Statements, page F-39

 Condensed Balance Sheets, page F-39

 5. We see the reclassification of $698,384 Re lated Party Accrued Interest and $3,414,223
Related Party BSC Convertible Notes Payabl e from current liabilities to long-term
liabilities in your unaudited September 30, 2011 ba lance sheet as well as reclassifications
of accrued interest in the audited financia l statements for the years ended December 31,
2010 and 2009.  We also see in your Subsequent  Events Footnote on page F-61 that on
February 2, 2012 the company entered into a loan modification with BSC wherein the
maturity date of each of the BSC Notes wa s extended by three years through December
2014.  Please explain to us the basis for the re classification of the accrued interest and
BSC Notes to long-term liabilities in  your September 30, 2011 and comparative
December 31, 2010 Balance Sheets herein.  Pleas e specifically reference the authoritative
literature you believe supports th e referenced reclassifications.  Also, revise the filing to
disclose why the classification of the BSC Note  and related accrued in terest in each of
your balance sheets is consistent with the Notes terms.  Finally, tell us your consideration
of whether the guidance at FASB ASC 250 im pacts your financial statement disclosure
requirements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Kimble L. Jenkins MRI Interventions, Inc. February 23, 2012 Page 3
  staff comments or changes to disclosure in response to staff comments 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 s ecurities laws of the United States.

You may contact Dennis Hult at (202) 551-3618 or Jay Webb , Accounting Reviewer, at
(202) 551-3603 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact Aslynn H ogue at (202) 551-3841 or me at (202) 551-3528
with any other questions.

Sincerely,
   /s/ Amanda Ravitz
 Amanda Ravitz Assistant Director
  cc (via e-mail):   Robert  J. DelPriore, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC