SecProbe.io

Mail Stop 3030
July 28, 2016

Via E -mail
Harold A. Hurwitz
Chief Financial Officer
MRI Interventions, Inc.
5 Musick
Irvine, California 92618

Re: MRI Interventions, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed July 25, 2016
  File No. 333 -211647

Dear Mr. Hurwitz :

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Prospectus

1. Please revise your prospectus to include all information except that which may be
excluded pursuant to Rule 430A.  For example, we note that you continue to omit from
your prospectus cover the number of common shares underlying the warrants,  and you
omit from your prospectus cover the number of securities subject to the over -allotment
option and the number of securities to be issued as underwriter s’ compensation .  Also
note that your preliminary prospectus should include disclosure, such as “use of
procee ds” information, based on a bona fide estimate of the public offering price.  See
Section II.A.7 of Release 33 -6714 (May 27, 1987), and note the requireme nts of
Regulation S -K Item 512(i ).

Harold A. Hurwitz
MRI Interventions, Inc.
July 28, 2016
Page 2

 Note Conversion, page 3

2. It appears that you entered into an agreemen t for investors to participate in this offering
before the effective date of this registration statement.  Please provide us your analysis of
how the timing of this agreement is consistent with Section 5 of the Securities Act.  Cite
in your response all au thority on which you rely.

Exhibit 5.1

3. It is unclear whether this exhibit addresses the common stock issuable upon the exercise
of the underwriter warrants.  Please file a revised opinion that clearly addresses all
securities in the fee table on the facing page of this registration statement.

4. Please file an opinion that addresses whether the rights are binding obligations of the
registrant under t he law of the jurisdiction governing your warrant agreement.  We note
that exhibit 5.1 is limited to the Delaware General Corporation Law , but your warrant
agreement s filed as exhibits 4.5 and 4.6 appear to be  governed by the laws of the State of
New York.

We urg e all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its ma nagement 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission fr om taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy  of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respe ctive responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

Harold A. Hurwitz
MRI Interventions, Inc.
July 28, 2016
Page 3

 public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any  amendment prior to the requested effective date of the
registration statement.

Please contact Heather Percival  at (202) 551 -3498  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Richard F. Mattern, Esq.
 Bass Berry & Sims PLC