SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
     Mail Stop 3030
        August 7, 2009
 Kevin R. Davidson Chief Executive Officer 2060 Centre Pointe Boulevard, Suite 7 Mendota Heights, Minnesota  55120
Re: BioDrain Medical, Inc.
Amendment No. 6 to Registrati on Statement on Form S-1
Filed July 31, 2009
  File No. 333-155299

Dear Mr. Davidson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
The Offering, page 1

1. Please reconcile your disclosures here and on page 14 regarding the number of shares of common stock remaining a nd reserved for issuance under your 2008
Equity Incentive Plan.  Also reconcile your disclosures here and on pages 14, II-7
and II-8 regarding the number of common shares underlying warrants that are not being registered for resale.  It appear s from your disclosure here that 1,480,220
shares underlie those outstanding warrant s, while your disclosures on pages 14,
II-7 and II-8 indicate that 1,530,220 shares  underlie those outstanding warrants.

Kevin R. Davidson
BioDrain Medical, Inc.
August 7, 2009 Page 2  Selling Security Holders, page 69

 2. According to notes 8 and 22, you included the option to purchase 250,000 shares in the second column for Chad Ruwe.  Your disclosure on pages 75-76 indicates
that a portion of the shares underlying th at option were not included for purposes
of calculating Mr. Ruwe’s beneficial ownership because that portion is not
exercisable.  Please reconcile.

Financial Statements

3. Please update your financial statements wh en required by Rule 8-08 of Regulation
S-X.

Note 11.  Restatement of 2007 and 2008, page F-14

4. As you have also restated the accumulated deficit, please revise to add the item
“Deficit accumulated during the development stage” to the balance sheet
restatement tables.
5. We note the revisions made in response  to prior comment 13.  However, it
appears that certain of the cross referen ces between the narrati ve and the tables
are not complete.  For example, for 2007, it appears that th e adjustments to
current and long-term debt should also be attributed to footnote (5) and the
adjustments to additional paid-in capital should  also be attributed to footnote (4).
Please revise.
6. As a related matter, for 2008, we are unable to reconcile the adjustments from the
tables on page F-15 to the footnotes in th e narrative on page F-14.  Please show us
how the “net change” reconciles to the discussion of the restatement items on
page F-14.  Please appropriatel y clarify the disclosure.

Item 26.  Recent Sales of Unregistered Securities, page II-4

7. Please disclose the information required by Regulation S-K Item 701 with respect
to the option issuance to Mr. Morawetz me ntioned on page 69.  Also file as an
exhibit the agreement with Mr. Morawetz re lated to the waiver of consulting fees.
   8. Your new disclosure on page II-8 indicat es that you engaged in two unregistered,
identical transactions on June 10, 2009 w ith Citigroup FBO John Villas.  With a
view toward clarified disclosure, please tell us the reasons for the multiple identical transactions on the same date.

*  *  *  *  *  *  *

Kevin R. Davidson
BioDrain Medical, Inc. August 7, 2009 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Kristin Lochhead at (202) 551-3664 or Gary Todd, Reviewing
Accountant, at (202) 551-3605 if you have  questions regarding comments on the
financial statements and related matters.  Pl ease contact Geoffrey Kruczek at (202) 551-
3641 or me at (202) 551-3800 with any other questions.

    S i n c e r e l y ,
Peggy Fisher Assistant Director
  cc (via fax): Ryan Hong, Esq.—Richardson & Patel LLP