SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
     Mail Stop 3030
        August 18, 2009  Kevin R. Davidson Chief Executive Officer 2060 Centre Pointe Boulevard, Suite 7 Mendota Heights, Minnesota  55120
Re: BioDrain Medical, Inc.
Amendment No. 7 to Registrati on Statement on Form S-1
Filed August 12, 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.
Risk Factors

Our limited operating history . . ., page 3

1. It appears from your disclosures on page s 18 and 32 that you have recently begun
generating revenues.  However, your disclo sures here and on page 4 state that you
have not generated any revenues to date.  Please reconcile.  Al so ensure that the
remainder of your document accurately reflects the status of your revenue-
producing activities.

Kevin R. Davidson
BioDrain Medical, Inc.
August 18, 2009 Page 2   Summary Compensation Table, page 62

 2. We note your response to prior comment 7.  Refer to the penultimate column of
Exhibit 10.50, which is captioned “Future Ca sh.”  Please reconcile the number in
that column for Mr. Rice with your disclosure here and page 69, which
disclosures indicate that Mr. Rice will  receive a one-time cash payment of
$46,000.

Employment Agreements, page 64

3. Refer to the penultimate paragraph on page 66, where you discuss the vesting of
options granted to Mr. Ruwe.  Please reconcile your disclosure  there and on page
32 regarding the number of options  that have vested to date.
 Financial Statements

4. Please update your financial statements as  required by Rule 8-08 of Regulation S-
X.

Note 3, Stockholders’ Deficit, Stoc k Options and Warrants, page F-7
 Other Securities For Issuance Upon Ce rtain Contingencies, page F-11

5. Previously you disclosed that $346,700 of accrued salaries was forgiven by
certain officers and directors in December 2007.  Please tell us why the disclosure
now indicates that the salaries were forgiven in June 2008.

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

6. We note the revisions made in response to prior comment 6.  However, it appears
that at least one of the cro ss references between the itemi zed tables is not correct.
For example, for 2008, it appears that the adjustment to accrued expenses should
only be attributed to footnote (14) and that footnote (9) is not applicable to this
adjustment.   Please proof to ensure th at all footnotes are appropriately cross
referenced.

*  *  *  *  *  *  *

Kevin R. Davidson
BioDrain Medical, Inc. August 18, 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