SecProbe.io

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Mail Stop 3-09

							October 20, 2004

Daniel C. Montano
Chief Executive Officer
CardioVascular BioTherapeutics, Inc.
1700 West Horizon Ridge Parkway, Suite 100
Henderson, Nevada 89012

Re:	CardioVascular BioTherapeutics, Inc.
	Registration Statement on Form S-1
	File Number 333-119199

Dear Mr. Montano:

	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.

FORM S-1

General

1. We note that you made a Regulation D filing on October 14, 2004.
Please provide us with a legal analysis supporting your determination
that the offering is not required to be integrated with this
offering.

2. We note you plan to price your stock at $10 per share.  We also
note the amount registered in the registration fee table appears to
be based on a share price greater than $10.  Please explain why the
proposed maximum aggregate offering price and registration fee are
not based on $10.  Additionally, given that you have set the offering
price at $10, please complete the tables on the cover page and on
page 61.  We may have further comments if you revise your offering
price.

3. We note your references to "Phase I/II" clinical trials throughout
your filing.  Please confirm that your Phase I/II trials are designed
to meet all of the requirements of Phase II clinical trials.
Specifically, we note that phase II trials typically involve
administering the product under development to 100-300 participants
and allow for the evaluation of the effectiveness of the drug and
determine the short-term side effects and risks.  Has the FDA agreed
that your study is designed to meet the requirements of Phase II
trials?  If your study is not designed to meet all requirements of
FDA approved Phase II clinical trials, then please delete the
references to "Phase I/II" and replace the references with the term
"Phase I" and explain that the trials are designated to provide
information related to the effectiveness of your product candidate.

4. Please explain to us the methodologies being followed that you
believe justify characterizing the trials as "Phase I/II."  Which
components of a Phase II trial are included?

5. Additionally, clarify whether the FDA reviewed the earlier trials
conducted by Dr. Stegmann to determine the metabolism, pharmacologic
effects and side effects associated with increasing doses.

Prospectus Inside Front Cover Page

6. Please remove the graphics on both the front and back inside front
cover pages from your filing.  The technology and level of detail in
these images could cause investors to assume that your product has
been approved and is already in use.  If you plan to include any
other graphics in your filing, please provide us proofs of them.

Table of Contents page

7. Please relocate the paragraph after the table of contents so it
appears somewhere after the risk factors.  It is not required by Item
502 of Regulation S-K.

Prospectus Summary, page 1

8. Your Summary discusses only the positive aspects of your business,
product, prospects, and strategy.  We further note that much of it
focuses on your plans for Cardio Vascu-Grow, which is only in Phase
I/II trials.  Please balance the disclosure by discussing the
difficulties your company faces and the hurdles you must overcome to
achieve each of the strategy objectives listed.  You should include,
among other things, the fact that you have never earned any revenues
and do not expect to become profitable for at least the next several
years, the amount of your accumulated deficit, and the fact that only
a small number of research and development programs ultimately result
in commercially successful drugs (as stated in a risk factor on page
6).

9. Our understanding is that although the terms "cardiovascular
disease" and "coronary artery disease" are sometimes used
interchangeably, "cardiovascular disease" is technically a general
description for several specific heart-related diseases, one of which
is coronary artery disease.

* Unless you believe Cardio Vascu-Grow can potentially treat all
cardiovascular diseases, you should revise the first sentence in the
"Our Business" discussion and the entire "Our Target Market"
discussion to refer only to the specific diseases you believe it can
treat.
* You should also make it clearer in your Summary that the current
Phase I/II trials address only coronary artery disease.
* We note the $170 billion figure mentioned in the "Our Target
Market" discussion applies to "hospital costs, medical professional
services and drug costs to treat cardiovascular disease."  Please (a)
replace this figure with a figure representing the market for only
the specific diseases you believe your product can potentially treat,
(b) include only the "drug costs" portion of the market size since
your product is a drug, and (c) state the market size for drugs
treating coronary artery disease, which is the indication targeted by
the current Phase I/II trials.  Cite your sources for all of this
information.

10. Please remove the discussion of the clinical trials in Germany
from your Summary.  Discussions of results from preliminary trials
should be reserved for the Business section, where the results can be
placed in context.  In that regard, where you discuss these trials on
page 33, please provide measurements for the control group as
compared to the group actually receiving the medication, and disclose
what statistical analysis was performed and the degree of statistical
significance found as measured by the p-values obtained.  Provide
this information for each finding you mention.

Summary Financial Data, page 4

11. Please disclose the reasoning for presenting the pro forma basic
and diluted loss per common share amounts and the adjustments made to
arrive at the amounts.  This comment also applies to Selected
Financial Data on page 23.

Risk Factors

12. If any participants in your clinical trials or the clinical
trials conducted by Dr. Stegmann experienced any adverse side
effects, please include a separate risk factor disclosing all adverse
side effects.

We have a history of losses and expect to incur substantial losses
..., page 5

13. We note your statement that you believe your cash, cash
equivalents and proceeds from this offering will be sufficient to
last through the end of 2006.  Please state whether this statement
assumes the notes are converted to common stock.  If it assumes the
notes are converted to common stock, please indicate how long your
cash, cash equivalents and proceeds are expected to last if the notes
are not converted to common stock.

If we continue to incur operating losses for a period . . . , page 5

14. Please divide this risk factor into two risk factors: one
addressing the consequences of not obtaining sufficient capital and
the other addressing the negative consequences of obtaining capital,
such as dilution.  It may be appropriate to combine the second risk
factor with "New investors will experience immediate and substantial
dilution . . ." on page 15.

If we have to pay off our convertible notes . . . , page 6

15. Please disclose the amount of accrued and unpaid interest on the
notes as of the most recent practicable date.  To the extent you are
able, update this amount with each amendment to your filing during
the course of our review.

We may not receive regulatory approvals for Cardio Vascu-Grow, page 6

16. Please discuss your dependence on independent clinical
investigators in a new, separate risk factor.  If you are
substantially dependent on any one investigator or on a small number
of investigators, you should (a) identify the investigator(s), (b)
file any written agreement you have with them, and (c) discuss the
material terms of the agreement in your Business section.

17. Also, if you have actually experienced any of the difficulties
you describe in this risk factor, please discuss the situation.

If we are unable to retain and recruit qualified scientists . . . ,
page 7

18. This risk factor, the risk factor that follows it, and the risk
factor entitled "We have no marketing experience . . ." on page 9
seem to overlap.  Please consolidate these risk factors, or revise
them so it is clear they are addressing distinct risks.

19. Identify all employees you consider to be key.

20. We note your statement on page 38 that you have eight scientists
under month-to-month contract and your statement on page 43 that you
have a total of five employees.  Are your scientists considered
consultants?  Are there any risks associated with their status as
consultants?  For example, do they devote all of their time to
development activities related to your product candidate?  Is there
any risk that they may become unavailable or may go work for a
competitor?

If we are unable to recruit and retain key personnel . . . , page 7

21. If you have experienced problems recruiting or retaining
personnel, please revise to discuss the problems you have
experienced.  If there are any factors relating to your industry or
your company that make recruiting or retaining employees particularly
difficult, please revise to discuss these factors.

Prior activities of our Chief Executive Officer . . . , page 7

22. If Mr. Montano`s past has actually caused material harm to your
business, for example by impeding your ability to form a needed
business relationship, please discuss the situation.

23. Please disclose that Mr. Montano was subject to a cease and
desist order and explain the consequences.  Similarly, revise the
discussion of Mr. Montano`s previous experience in the "Management"
section.

24. Quantify the percentage of the voting that Mr. Montano controls.

Or principal executive officers, including our Chief Executive
Officer . . . , page 8

25. Please revise to state that the officers may not have sufficient
time to devout to your operations and any other potential
consequences.

Our relationship with Phage Biotechnology Corporation . . . , page 8

26. If the conflicts of interest discussed in this risk factor have
materialized and caused harm to your business in the past, please
discuss the situation.  Also, disclose in the "Prospectus Summary"
section the issues related to conflicts of interest.

27. Identify your officers and directors that hold voting control of
41.20% of Phage.  Have these officers and directors entered into any
voting agreements that require them to vote together?  If they have,
please include a discussion of these agreements.

We do not have manufacturing capability . . . , page 9

28. Please disclose when your supply agreement with Phage expires.
Also, if Phage can terminate the agreement at will, disclose that
fact.

We may encounter delays or difficulties in our Cardio Vascu-Grow . .
. , page 10

29. Please move this risk factor so that it follows "We may not
receive regulatory approvals for Cardio Vascu-Grow," which begins on
page 6.  As these two risk factors overlap somewhat, please eliminate
any duplicative disclosure.

Cardio Vascu-Grow is our only drug product, page 11

30. Please move this risk factor so that it follows "If we have to
pay off our convertible notes after this offering . . ." on page 6.
Also, please consider combining this risk factor with "Because the
development of Cardio Vascu-Grow . . ." on page 6.

If we fail to adequately protect our intellectual property rights
..., page 11

31. If you are aware of any parties infringing on your patents or if
you are aware of any claims that you are infringing on the patents
held by third parties, please revise to disclose this information.

Competition and technological change may make . . . , page 13

32. Please identify your principal competitors and the products that
will compete with yours.  State which phase of clinical development
the competing products are in, or if they are already approved, so
state.

Even if we receive FDA approval to market Cardio Vascu-Grow . . . ,
page 13

33. Please combine this risk factor with "If physicians and patients
do not accept products for which we obtain marketing approval . . ."
on page 10.

Our principal stockholders have significant voting power . . . , page
14

34. We note your statement that these stockholders plan to act
together.  Have these parties signed a voting agreement?  If they
have, please file the agreement as an exhibit to the registration
statement and disclose this information in the registration
statement.

Anti-takeover provisions in Delaware law could discourage a takeover,
page 15

35. Please revise this risk factor heading and discussion to disclose
that an additional consequence to investors is that the anti-takeover
provisions may prevent or frustrate any attempt by shareholders to
change the direction or management of the company.

New investors will experience immediate and substantial dilution . .
. , page 15

36. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the outstanding share capital and ___% of the voting
rights.

In selling our convertible notes, we may have violated . . . , page
15

37. Please briefly disclose why your counsel believes the
availability of exemptions cannot be determined with legal certainty,
and disclose your total potential liability if the securities sales
were to be rescinded.

This is First Dunbar Securities` first initial public offering . . .
, page 16

38. We note that "First Dunbar`s limited experience may adversely
affect the pricing of the offering and the liquidity of the common
stock."  Please revise this sentence so it more clearly explains the
risk to investors.  For example, are you saying the offering price
might be too high, in which case it will be difficult for investors
to earn a gain on the stock?  How will First Dunbar`s limited
experience affect the stock`s liquidity?  Also, revise the heading
for this risk factor so that it clearly identifies the risk being
described.

Use of Proceeds, page 18

39. Please revise your use of proceeds discussion to include a dollar
amount that you intend to allocate to each of the uses identified.

40. We note that you intend to allocate 61% of the proceeds for the
on-going clinical trial.  Please clarify if this is just the Phase
I/II trial you discuss throughout your documents or if it includes
the Phase III clinical trials you will perform after completion of
the currently ongoing trial.  Your discussion should identify what
phases you anticipate you will be able to complete with the expected
proceeds.

41. Please more specifically identify the research and development
studies you expect to perform with these proceeds.  For example, are
you referring to the preclinical animal studies discussed on page 2?

42. We note your statement on page 24 that you expect to incur
additional research and development expenses of approximately $13
million to $15 million relating to Cardio Vascu-G