SecProbe.io

April 11 , 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
Response Dated March 27, 2013
File No. 333 -179145

Dear Mr. Kornberg:

We have reviewed your letter dated March 27, 2013 and have the following comments.
Please respond to this letter by amending your registration statement .  Where you do not believe
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 registration statement and the information you
provide in response to these comments, we may have additiona l comments.

1. We are unable to provide you with comfort regarding the completeness or accuracy of
your analyses or conclusions that you provided in response to our comments, including
your response to prior comments 3 and 4.  If you elect to seek accelerat ion of the
effective date of this registration statement after you address the other comment  in this
letter, we remind you of the acknowledgements that you must provide with the
acceleration request as indicated at the end of this letter.
2. We will continu e to evaluate your responses to prior comments 1 -2 and 5 when you
amend your registration statement.

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 the informa tion 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.

Joshua Kornberg
BioDrain Medical, Inc.
April 11 , 2013
Page 2

 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 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 and the declaration of effectiveness as a
defense in any proceedi ng initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests 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 thei r 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 rev iew 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.