SecProbe.io

May 13, 2014

Via E -mail
Kenneth Londoner
Executive Chairman
BioSig Technologies, Inc.
12424 Wilshire Boulevard, Suite 745
Los Angeles, CA 90025

Re: BioSig Technologies, Inc.
Amendment  No. 5  to Registration Statement on Form S -1
Filed May  1, 2014
  File No. 333 -190080

Dear Mr. Londoner :

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 bel ieve 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.

Overview, page 1

1. We n ote your response to prior comment 2; however, it remains unclear whether  your
disclosure includes all required information regarding the factual basis all eged to underlie
the dispute about the status of your technology .  For example, does the dispute involve
allegations regarding (1) the status and capabilities of a prototype  or (2) the system
performance during  animal studies ?  In this regard, please tell us your basis for
concluding that the proof of concept unit “performed well”  as disclosed  on pages 23 and
28; were there any negative results from this or any other testing  of your potential
product?

Selling Stockholders, page 45

2. As with your responses to each of our comments , we are unable to provide you any
comfort regarding the accuracy of your analyses or conclusions, including those in your

Kenneth Londoner
BioSig Technologies, Inc.
May 13, 2014
Page 2

 response to prior comment 12.  Please note the acknowledgements mentioned at the end
of this letter that must accompany any request to accelerate the effective date of your
registration statement.

Certain Relationships and Related Party Transactions, page 56

3. Please expand your response to prior comment 13 to tell us how your disclosure in this
section is reconcilable to the second, third and last paragraphs of Note 3 on page F -12.

Rule 144, page 58

4. Please expand you r response to prior comment 14 to tell us  when you believe your
affiliates  can resell their securities.  See the disclosure required by Regulation S -K Item
201(a)(2)(ii).

Exhibits , page II -4

5. Please file the exhibits identified as “to be filed by amendment.”

We urge all persons who are respons ible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration st atement 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 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

Kenneth Londoner
BioSig Technologies, Inc.
May 13, 2014
Page 3

 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 o f the
registration statement.

You may contact 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.