SecProbe.io

October  21, 2013

Via E -mail
David J. Drachman
Chairman and Chief Executive Officer
BioSig Technologies, Inc.
12424 Wilshire Boulevard, Suite 745
Los Angeles, CA 90025

Re: BioSig Technologies, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed October 4 , 2013
  File No. 333 -190080

Dear Mr. Drachman :

We have reviewed your registration statement  and 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 registration statement and providing the
requested information .  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 registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Prospectus Cover

1. We note your revision in response to prior comment 1.  However, the disclosure about
sales “not in the public market” that remains as the last clause in the relevant sentence no
longer addresses the price at which the shares will be sold – which appears to be the point
of the sentence.  If you mean that the selling stockholders will sell their securities at the
disclosed fixed price until your common shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market price s or privately negotiated prices, please say so
clearly and directly here and throughout your prospectus where relevant.  Also ensure
that the sentence refers to the price at which the securities will be sold, not merely the
price at which they are offered .

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 2

 Business, page 21

2. We note your additional disclosure that cites studies and reports.  Please update your
response to comment 17 in our lette r to you dated August 16, 2013.

Initial Analysis, page 26

3. We note that your revised disclosure in response  to prior comment 12 indicates that the
recording came from  a “real -life challenging recording environment”; however, your
response and disclosure do not indicate whether this environment is typical.
Accordingly, please address this aspect of the prior co mment.   If the data you depict is
not typical of data recorded on currently sold equipment, please revise your disclosure to
make this clear and indicate the portion of the current recording market that generates
data of the type of depict.

Intellectual  Property, page 29

4. We note your disclosure added in response to prior comment 15.  If the absence of a clear
agreement assigning the technology to the registrant  creates risks or uncertainties
concerning  the registrant’s ownership of the technology that you identify  throughout the
prospectus as belonging to the registrant, please provide us your analysis supporting your
conclusion that  you need  not highlight this issue in your prospectus summary and include
a risk factor to explain.

Biographical Information, page 32

5. We note y our response to prior comment 16 indicating that Mr. Chaussy has not served
as an executive officer during the past five years; however, your disclosure that he has
acted as a chief financial officer “since 2001” suggests that he still serves as an executi ve
officer  at a public company.  Please revise your disclosure to provide more specific
information regarding when he served in the roles and at each company you have
highlighted.  Ensure that your disclosure fully addresses the executive officers’ busines s
experience during the last five years.  In this regard, the experience of your CEO from
September 2012 to September 2013 also is unclear; please revise.

BioSig Technologies, Inc. 2012 Equity Incentive Plan , page 36

6. According to the first paragraph of  this section, it appears that you have granted options
for more shares than are reserved under your 2012 plan.  Please tell us how such excess
grants are possible a nd the status of those grants.

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 3

 Selling Stockholders, page 39

7. Your response to prior comment 18 suggests that warrants issued  as consideration for
amending the registration rights agreement and securities purchase agreement are
included in the shares offered by the selling stockholders.  If true, please revise this
section to clarify , and ensure that your disclosure  in this section make s clear the number
of shares offered by eac h selling stockholder  that unde rlie those warrants.

Rule 144, page 46

8. Please apply the rules that you cite in response to prior comment 21 to your facts and
circumstances to tell us, with a view toward clarified disclosure, on what dates material
amounts of your  securities will be eligible for sale in reliance on Rule 144 and the
number of shares eli gible for sale on those dates.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 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 o f the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration 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 t o 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 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 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 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.

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 4

You may contact Pr aveen Kartholy at (202) 551 -3778 or Gary Todd at (202) 551 -3605 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joseph  McCann  at (202) 551 -6262  or me at (20 2) 551 -3617  with any other questions.

Sincerely,

  /s/ Russell Mancuso

 Russell Mancuso
Branch Chief

cc (via e-mail) : Ric k A. Werner , Esq.