SecProbe.io

February 16, 2012
 Via E-mail

Kevin R. Davidson Chief Executive Officer BioDrain Medical, Inc. 2060 Centre Point Blvd., Suite 7 Mendota Heights, Minnesota 55120
Re: BioDrain Medical, Inc.
 Registration Statement on Form S-1
Filed January 24, 2012 File No. 333-179145

Dear Mr. Davidson:
 We have limited our review of your registra tion 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Prospectus Summary, page 1

 1. Please disclose prominently in your prospectus  summary the substantial doubt about your
ability to continue as a going concern as  mentioned in the notes to your financial
statements.
 Selling Security Holders, page 32

 2. Generally it is inconsistent w ith Section 5 of the Securities Act to register securities for
resale before the completion of the unregister ed issuance of those securities.  In this
regard, it appears that you have not received the consideration for the securities that
represent payment for attendance at future board meetings.  Also, it appears that the
conditions that would cause the issuance of the “Additional Bonus” and that would give
the investor the ability to enfo rce rights to the pledged shar es have not occurred.  Please
remove these shares from the registration statement or provide us a complete analysis

Kevin R. Davidson BioDrain Medical, Inc. February 16, 2012 Page 2

 demonstrating that it is appropria te to register the shares for resale at this time.  The
analysis that you provide in response to this comment shoul d cite with specificity and
analyze the relevant authority and guidance.
 3. We note the statement in your Form 8-K filed December 27, 2011 that you issued
1,500,000 shares on December 22, 2011.  Please tell  us why the difference between the
number of outstanding shares on November  1, 2011 as reported on the facing page of
your most recent Form 10-Q and January 24, 2012 as disclosed on page 51 of this S-1 is significantly less than  1,500,000 shares.
 4. From Section 4.03 of exhibit 10.29, we note that  the selling stockholder participated in
designating the individual who will oversee your program that uses a portion of the proceeds from the selling stockholder to promot e the market for your securities, including
the securities offered by the se lling stockholder.  Please provid e us a detailed analysis
supporting your conclusions regarding whethe r the selling stockholder is an underwriter
of the offering registered on this Form S-1.  If the selling stockholder is an underwriter
and you are not eligible to use Form S-3, pleas e disclose on the prospectus cover and in
your “Plan of Distribution” the fixed price at which the secu rities will be sold throughout
the duration of the offering.
Executive Compensation, page 47

 5. Please update your executive compensation disc losure to include the most recently
completed fiscal year.
 Exhibit 5.1

6. Please tell us why the opinion indicates that th e offered shares are currently issued when
it appears that you have not yet issued all of the shares.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Kevin R. Davidson BioDrain Medical, Inc. February 16, 2012 Page 3

 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Jay Mumford at 202-551-3637 or me at 202-551-3617 with any questions.

Sincerely,
  /s/ Russell Mancuso
         R u s s e l l  M a n c u s o          B r a n c h  C h i e f   cc (via e-mail): Peter Hogan, Esq.