SecProbe.io

February 21, 2013

Via E -mail
Joshua Kornberg
Chief Executive Officer
BioDrain Medical, Inc.
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121

Re: BioDrain Medical, Inc.
 Registration Statement on Form S -1
Amendment No. 3 Filed February 8, 2013
File No. 333 -179145

Dear Mr. Kornberg:

We have limited our review of your 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.   Where you do not believe our comments apply to your fac ts 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 c omments.

Prospectus Summary, page 1

1. Please expand your prospectus summary disclosure regarding your ability to continue as
a going concern to inform investors clearly about the language in your auditor’s report
regarding substantial doubt about your ability to continue as a going concern.  Also
highlight  in your prospectus  summary  the amount of your obligations that is past due or
in default.

Executive Compensation, page 30

2. Please update your disclosure required by Item 402 of Regulation S -K to include the
information for your most recently co mpleted fiscal year.

Joshua Kornberg
BioDrain Medical, Inc.
February 21 , 2013
Page 2

 Selling Security Holders, page 47

3. Please expand your response to comment 2 in our letter to you dated February 16, 2012
to tell us clearly whether any of the offered shares represent (1) fees for  attending  future
board meetings, (2) shares underlying any portion of a note for which you have not yet
received the “advance,” or (3) consideration to be earned upon default, pre -payment or
any other event that has not yet occurred.

4. Refer to your response to comment 4 in our letter dated February 16, 2012.  Although
you may not have complied with your obligations in the note and restated note
agreements, it remains unclear why the selling stockholder  who provides you periodic
“advances”  should not be identified as an underwriter who is required to sell at a fixed
price for the duration of the offering given that the terms of the agreements he negotiates
with you include provisions directing the proceeds of his investment to your activities
regarding promotion of a market for the securities offered by the selling st ockholder.
Please advise, citing any relevant authority on which you relied regarding the effect of
the provision included in the note agreements. Include in your response the dates of each
“advance” provided to you under the agreements with the selling stockholder  or his
affiliates .

Financial Statements , page F -1

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t the filing includes 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 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 from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to d elegated 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

Joshua Kornberg
BioDrain Medical, Inc.
February 21 , 2013
Page 3

  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 reques ts 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 respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
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 Jay Mumford at 202 -551-3637 or me at 202 -551-3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

        Russell Mancuso
        Branch Chief

cc (via e -mail): Martin Rosenbaum, Esq.