SecProbe.io

October  16, 2012

Via E -mail
Mark Weinreb
Chief Executive Officer
BioRestorative Therapies, Inc.
555 Heritage Drive
Jupiter, Florida  33458

Re: BioRestorative Therapies, Inc.
Preliminary Proxy  Statement on Schedule 14A
Filed October 5, 2012
  File No. 000-54402

Dear Mr. Weinreb :

We have reviewed your filing an d have the following 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  filing, by providing the requested
information, or by advising us when you will provide the requested response.   If 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note your statement that approval of proposal no. 3 constitute s authorization for the
Board  to independently  reduce the number of authorized shares of common  stock  in the
same proportion as your potential reverse split.  Please revise your proxy card to provide
for a separate vote upon the authorization of a reduction in your authorized  shares.
Alternatively please tell us why this aspect of your proposal should not be unbundled
from the authorization of your reverse split.  Please note  that your proxy statement must
identify clearly and impartially each separate matter intended to be a cted upon.  Refer to
Exchange Act Rule 14a -4(a)(3) .

Mark Weinreb
BioRestorative Therapies, Inc.
October 16 , 2012
Page 2

 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 information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our c omments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forecl ose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please co ntact Adam F. Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536  with
any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

cc: Fred Skolnik, Esq.
Certilman Balin Adler & Hyman, LL