SecProbe.io

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 January 20, 2026

Joseph Burnett
Chief Executive Officer
ClearPoint Neuro, Inc.
120 S. Sierra Ave.
Suite 100
Solana Beach, CA 92075

 Re: ClearPoint Neuro, Inc.
 Registration Statement on Form S-3
 Filed January 14, 2026
 File No. 333-292733
Dear Joseph Burnett:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: John Tishler
</TEXT>
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 CLEARPOINT NEURO, INC.

 120 S. Sierra Ave., Suite 100

 Solana Beach, California 92075

 January 20, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Robert Augustin

 Re: ClearPoint Neuro, Inc.

 Registration Statement on Form S-3

 Originally Filed January 14, 2026

 File No. 333-292733

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), ClearPoint Neuro, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, January 22, 2026, or as soon thereafter as possible. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Please notify John Tishler
of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (858) 720-8943 as soon as possible as to the time the registration
statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 CLEARPOINT NEURO, INC.

 By:
 /s/ Ellisa Cholapranee

 Name:
 Ellisa Cholapranee

 Title:
 General Counsel

 cc: John Tishler, Sheppard, Mullin, Richter & Hampton LLP

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Document

CLEARPOINT NEURO, INC.

120 S. Sierra Avenue, Suite 100

Solana Beach, California 92075

November 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:    Jessica Ansart

Re:        ClearPoint Neuro, Inc.

Registration Statement on Form S-3 (File No. 333-275476)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, ClearPoint Neuro, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-275476) (the “Registration Statement”), so that it will be declared effective at 4:00 p.m. Eastern Time on November 20, 2023, or as soon as possible thereafter. The Company hereby authorizes Richard Mattern, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Richard Mattern of Bass, Berry & Sims PLC, counsel to the Company, at (901) 543-5933.

Sincerely,

CLEARPOINT NEURO, INC.

By:    /s/ Danilo D’Alessandro

Name:    Danilo D’Alessandro

Title:    Chief Financial Officer

United States securities and exchange commission logo
November 16, 2023
Joseph M. Burnett
Chief Executive Officer and President
ClearPoint Neuro, Inc.
120 S. Sierra Ave., Suite 100
Solana Beach, California 92075
Re:ClearPoint Neuro, Inc.
Registration Statement on Form S-3
Filed November 9, 2023
File No. 333-275476
Dear Joseph M. Burnett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Richard Mattern

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CLEARPOINT NEURO, INC.

5 Musick

Irvine, California 92618

January 27, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

    Jason Drory

    Re:

    ClearPoint Neuro, Inc. Registration Statement on Form S-3 (File No. 333-252346)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, ClearPoint Neuro, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Company’s
Registration Statement on Form S-3 (File No. 333-252346) (the “Registration Statement”),
so that it will be declared effective at 4:00 p.m. Eastern Time on January 29, 2021, or as soon as possible thereafter. The
Company hereby authorizes Richard Mattern, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated
if, as soon as the Registration Statement is declared effective, you would inform Richard Mattern of Bass, Berry & Sims PLC,
counsel to the Company, at (901) 543-5933.

    Very truly yours,

    CLEARPOINT NEURO, INC.

    By:

        /s/ Danilo D’Alessandro

    Danilo D’Alessandro

    Chief Financial Officer

United States securities and exchange commission logo
January 27, 2021
Joseph Burnett
Chief Executive Officer
ClearPoint Neuro, Inc.
5 Musick
Irvine, CA 92618
Re:ClearPoint Neuro, Inc.
Registration Statement on Form S-3
Filed January 22, 2021
File No. 333-252346
Dear Mr. Burnett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard F. Mattern

Mail Stop 3030
July 5, 2017

Via E -mail
Harold A. Hurwitz
Chief Financial Officer and Secretary
MRI Interventions, Inc.
5 Musick
Irvine, CA 92618

Re: MRI Interventions, Inc.
  Registration Statement on Form S-1
Filed  June 26, 2017
  File No.  333-218960

Dear Mr. Hurwitz :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Richard F. Mattern, Esq.
 Bass, Berry & Sims PLC

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July 5, 2017

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: MRI Interventions, Inc.
Registration Statement on Form S-1

File No. 333-218960
REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-218960, so
that it will be declared effective on July 7, 2017 at 5:00 p.m. Eastern Time, or as soon as practicable thereafter.

The
Company requests that it be notified of such effectiveness by a telephone call to Richard F. Mattern of Bass, Berry & Sims
PLC at 901-543-5933.

Sincerely,

MRI Interventions, Inc.

 By: /s/ Harold A. Hurwitz

 Name: Harold A. Hurwitz

 Title: Chief Financial Officer and Secretary

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October 6, 2016

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    MRI Interventions, Inc.

    Registration Statement on Form S-1

    File No. 333-213896

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-213896, so
that it will be declared effective on October 10, 2016 at 4:01 p.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our legal
counsel, Richard F. Mattern, of Bass, Berry & Sims PLC, at (901) 543-5933, if you have any questions concerning this request.

Sincerely,

MRI Interventions,
Inc.

    By:
    /s/ Harold A. Hurwitz

    Name:
    Harold A. Hurwitz

    Title:
    Chief Financial Officer and Secretary

Mail Stop 3030
October 6, 2016

Via E -Mail
Francis P. Grillo
Chief Executive Officer
MRI Interventions, Inc.
5 Musick
Irvine, California 92618

Re: MRI Interventions, Inc.
  Registration Statement on Form S-1
Filed  September 30, 2016
  File No.  333-213896

Dear Mr. Grillo :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Laurie Abbott  at (202) 551 -8071  with any questions.

Sincerely,

/s/ Laurie Abbott for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Richard F. Mattern, Esq.
 Bass, Berry & Sims PLC

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October 6, 2016

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    MRI Interventions, Inc.

    Registration Statement on Form S-1

    File No. 333-213896

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-213896, so
that it will be declared effective on October 11, 2016 at 9:01 a.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our legal
counsel, Richard F. Mattern, of Bass, Berry & Sims PLC, at (901) 543-5933, if you have any questions concerning this request.

Sincerely,

MRI Interventions,
Inc.

    By:
    /s/ Harold A. Hurwitz

    Name:
    Harold A. Hurwitz

    Title:
    Chief Financial Officer and Secretary

Mail Stop 3030

August 24, 2016

Harold A. Hurwitz
Chief Financial Officer
MRI Interventions, Inc.
5 Musick
Irvine, California 92618

Re: MRI Interventions, Inc.
 Form 10-K for the fis cal year ended December 31, 2015
Filed March 25 , 2016
File No. 000-54575

Dear Mr. Hurwitz :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Tim Buchmille r for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Richard Mattern, Esq.
 Bass Berry & Sims PLC

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August 18, 2016

VIA EDGAR

Amanda Ravitz

Heather Percival

Division of Corporation Finance

United States Securities and

Exchange Commission 450

Fifth Street, N.W., Mail Stop

3030 Washington, DC 20549

 Re: MRI Interventions, Inc.

Form 10-K for the fiscal year ended December 31, 2015

Filed March 25, 2016

File No. 000-54575

Dear Ms. Ravitz and Ms. Percival:

We hereby submit
the response of MRI Interventions, Inc. (the “Company”) to the comment of the staff of the Division of Corporation
Finance (the “Staff”) contained in your letter, dated August 18, 2016 (the “Comment Letter”), to Harold
A. Hurwitz, the Chief Financial Officer of the Company, in connection with the Form 10-K for the fiscal year ended December 31,
2015, filed on the date above.

For convenience of reference,
the Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph number assigned
in your letter, and is followed by our corresponding response. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Form 10-K.

Results of Operations,
page 44

 1. We note that your
reusable product revenues appear to have increased significantly in fiscal year 2015 compared to fiscal year 2014. Please revise
future filings to disclose the extent to which changes in revenue are attributable to changes in prices or to changes in the volume
or amount of goods or services being sold. Refer to Item 303(a)(3)(iii) of Regulation S-K.

Company Response: The Company
hereby acknowledges the Staff’s comment and agrees to disclose the extent to which changes in revenue are attributable to
changes in price or to changes in volume or amount of good or services being sold in future filings requiring such information.

5 Musick, Irvine, California 92618   949.900.6833

Amanda Ravitz

Heather Percival

August 18, 2016

Page 2

As requested in the Comment
Letter, the Company acknowledges 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 foreclose 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.

Should you have any additional
questions, please call me at (949) 900-6836 or our counsel, Richard Mattern, at (901) 543-5933.

Very truly yours,

MRI Interventions, Inc.

/s/ Harold A. Hurwitz

Harold A. Hurwitz

Chief Financial Officer

cc: Richard Mattern

Mail  Stop 3030
August 18 , 2016

Harold A. Hurwitz
Chief Financial Officer
MRI Interventions, Inc.
5 Musick
Irvine, California 92618

Re: MRI Interventions, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed March 25, 2016
File No. 000-54575

Dear Mr. Hurwitz :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Results of Operations, page 44

1. We note that your reusable product revenues appear to have increased significantly  in
fiscal year 2015 compared to fiscal year 2014.  Please revise future filings to disclose the
extent to which changes in revenue are attributable to  changes in prices or to changes  in
the volume or amount of goods or services being sold.  Refer to Item 303(a )(3)(iii) of
Regulation S -K.

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.

Harold A. Hurwitz
MRI Interventions, Inc.
August 1 8, 2016
Page 2

  In responding to our comments, 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 foreclose
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 contact Heather Percival  at (202) 551 -3498  or Tim Buchmiller, Senior Attorney,  at
(202) 551 -3635  with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Richard Mattern , Esq.
 Bass Berry & Sims  PLC

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August 5, 2016

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  MRI Interventions, Inc.

Registration Statement on Form S-1

File No. 333-211647

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-211647, so
that it will be declared effective on August 8, 2016 at 4:01 p.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our legal
counsel, Richard F. Mattern, of Bass, Berry & Sims PLC, at (901) 543-5933, if you have any questions concerning this request.

Sincerely,

MRI Interventions,
Inc.

    By:
    /s/ Harold A. Hurwitz

    Name:
    Harold A. Hurwitz

    Title:
    Chief Financial Officer and Secretary

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ROTH
CAPITAL PARTNERS, LLC

888 San Clemente Drive

Suite 400

Newport Beach, California 92660

August 5, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  MRI Interventions, Inc.

Registration Statement on Form S-1

File No. 333-211647

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, ROTH Capital
Partners, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:01 p.m., Eastern Time, on August 8, 2016, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has
complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

    By:
    /s/ Aaron Gurewitz

    Name:
    Aaron Gurewitz

    Title:
    Head of Equity Capital Markets

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August 1, 2016

VIA EDGAR

        Russell Mancuso

        Heather Percival

        Division of Corporation Finance

        United States Securities and Exchange Commission

        450 Fifth Street, N.W., Mail Stop 3030

        Washington, DC 20549

 Re: MRI Interventions, Inc.

Amendment No. 2 to Registration Statement on Form S-I

Filed July 25, 2016

File No. 333-211647

Dear Mr. Mancuso and Ms. Percival:

We hereby submit
the responses of MRI Interventions, Inc. (the “Company”) to the comments of the staff of the Division of Corporation
Finance (the “Staff”) contained in your letter, dated July 28, 2016, to Harold A. Hurwitz, the Chief Financial Officer
of the Company, in connection with the Registration Statement on Form S-1/A filed on the first date above (the “Amendment
No. 3”), which amended the Company’s Registration Statement on Form S-1 filed on May 26, 2016, as amended on July 7,
2016 and as further amended on July 25, 2016 (the “Amended Registration Statement”).

For convenience
of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph
numbers assigned in your letter, and is followed by our corresponding response. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Amended Registration Statement

Prospectus

 1. Please revise your prospectus to include all information except that which may be excluded
pursuant to Rule 430A. For example, we note that you continue to omit from your prospectus cover the number of common shares underlying
the warrants, and you omit from your prospectus cover the number of securities subject to the over-allotment option and the number
of securities to be issued as underwriters’ compensation. Also, note that your preliminary prospectus should include disclosure,
such as “use of proceeds” information, based on a bona fide estimate of the public offering price. See Section II.A.7
of Release 33-6714 (May 7, 1987), and note the requirements of Regulations S-K Item 512(i).

Russell Mancuso

Heather Percival

August 1, 2016

Page 2

Company Response: We have revised
the disclosure in Amendment No. 3 in several sections,
including the “Use of Proceeds” information, based on a bona fide estimate of the public offering price and supplementally
advises the Staff that it has indicated that the information presented based on the bona fide estimate of the public offering price
is illustrative only and will change based on the actual offering price and other terms of the offering determined at pricing.
Finally, we have revised the disclosure to address the requirements of Regulation S-K Item 512(i).

Note Conversion,
page 3

 2. It appears that you entered into an agreement for investors to participate in this offering
before the effective date of this registration statement. Please provide us your analysis of how the timing of this agreement is
consistent with Section 5 of the Securities Act. Cite in your response all authority on which you rely.

Company Response: We acknowledge the Staff’s
comment and advise the Staff that securities issuable to the note holders upon conversion of their notes will be exempt securities
issued in a private transaction under the Securities Act of 1933, as amended (the “Securities Act”), and not as part
of this public offering. As such, we have revised the disclosure in the Amended Registration Statement accordingly. Additionally,
we advise the Staff that, with our legal counsel, we performed an integration analysis with respect to the concurrent
private and public offerings, which analysis included due consideration of the relevant guidance provided by the Division of Corporation
Finance (the “Division”), as well as the Division’s previously issued no-action letters and its publicly available
Compliance and Disclosure Interpretations. Based on that analysis, we have concluded that the private offering described
under the caption “Note Conversion” on page 3 is exempt from the registration requirements of Section 5 of the Securities
Act and should not be integrated into this public offering.

Russell Mancuso

Heather Percival

August 1, 2016

Page 3

Exhibit
5.1

 3. It is unclear whether this exhibit addresses the common stock issuable upon the exercise
of the underwriter warrants. Please file a revised opinion that clearly addresses all securities in the fee table on the facing
page of this registration statement.

Company Response: We have filed
a revised opinion as Exhibit 5.1 that addresses all of the comments raised by the Staff.

 4. Please file an opinion that addresses whether the rights are binding obligations of the registrant
under the law of the jurisdiction governing your warrant agreement. We note that exhibit 5.1 is limited to the Delaware General
Corporation Law, but your warrant agreements filed as exhibits 4.5 and 4.6 appear to be governed by the laws of the State of New
York.

Company Response: We have filed
a revised opinion as Exhibit 5.1 that addresses all of the comments raised by the Staff.

  As requested in the Comment Letter, the Company acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, does not foreclose the Commission from taking any action with respect to the filing; and

 · 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.

We would very much appreciate the Staff’s
prompt review of Amendment No. 3. Should you have any additional questions, please call me at (949) 900-6836 or our counsel, Richard
Mattern, at (901) 543-5933.

Very truly yours,

MRI Interventions, Inc.

/s/ Harold A. Hurwitz

Harold A. Hurwitz

Chief Financial Officer

Cc: Richard Mattern

Mail Stop 3030
July 28, 2016

Via E -mail
Harold A. Hurwitz
Chief Financial Officer
MRI Interventions, Inc.
5 Musick
Irvine, California 92618

Re: MRI Interventions, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed July 25, 2016
  File No. 333 -211647

Dear Mr. Hurwitz :

We have limited our review of your amended 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 .  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

1. Please revise your prospectus to include all information except that which may be
excluded pursuant to Rule 430A.  For example, we note that you continue to omit from
your prospectus cover the number of common shares underlying the warrants,  and you
omit from your prospectus cover the number of securities subject to the over -allotment
option and the number of securities to be issued as underwriter s’ compensation .  Also
note that your preliminary prospectus should include disclosure, such as “use of
procee ds” information, based on a bona fide estimate of the public offering price.  See
Section II.A.7 of Release 33 -6714 (May 27, 1987), and note the requireme nts of
Regulation S -K Item 512(i ).

Harold A. Hurwitz
MRI Interventions, Inc.
July 28, 2016
Page 2

 Note Conversion, page 3

2. It appears that you entered into an agreemen t for investors to participate in this offering
before the effective date of this registration statement.  Please provide us your analysis of
how the timing of this agreement is consistent with Section 5 of the Securities Act.  Cite
in your response all au thority on which you rely.

Exhibit 5.1

3. It is unclear whether this exhibit addresses the common stock issuable upon the exercise
of the underwriter warrants.  Please file a revised opinion that clearly addresses all
securities in the fee table on the facing page of this registration statement.

4. Please file an opinion that addresses whether the rights are binding obligations of the
registrant under t he law of the jurisdiction governing your warrant agreement.  We note
that exhibit 5.1 is limited to the Delaware General Corporation Law , but your warrant
agreement s filed as exhibits 4.5 and 4.6 appear to be  governed by the laws of the State of
New York.

We urg e 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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its ma nagement 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 fr om 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 respe ctive responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

Harold A. Hurwitz
MRI Interventions, Inc.
July 28, 2016
Page 3

 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 Heather Percival  at (202) 551 -3498  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:  Richard F. Mattern, Esq.
 Bass Berry & Sims PLC

CORRESP
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June 16, 2016

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    MRI Interventions, Inc.

    Registration Statement on Form S-1/A

    File No. 333-211007

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-211007, so
that it will be declared effective on June 20, 2016 at 9:00 a.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our
legal counsel, Richard F. Mattern, of Bass, Berry & Sims PLC, at (901) 543-5933, if you have any questions concerning this
request.

Sincerely,

MRI Interventions,
Inc.

    By:
    /s/ Harold A. Hurwitz

    Name:
    Harold A. Hurwitz

    Title:
    Chief Financial Officer and Secretary

CORRESP
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January 27, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:  MRI Interventions, Inc.

Registration Statement on Form S-1

File Number 333-209009

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, File Number 333-209009, so
that it will be declared effective on January 29, 2016 at 9:00 a.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our
legal counsel, Richard F. Mattern, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (901) 577-2343, if you have any
questions concerning this request.

Very truly yours,

MRI Interventions, Inc.

    By:
    /s/ Harold A. Hurwitz

    Name:
    Harold A. Hurwitz

    Title:
    Chief Financial Officer and Secretary

Mail Stop 3030
January 26 , 2016

Harold A. Hurwitz
Chief Financial Officer and Secretary
MRI Interventions, Inc.
5 Musick
Irvine, CA 92618

Re: MRI Interventions, Inc.
  Registration Statement on Form S-1
Filed  January 15, 2016
  File No.  333-209009

Dear Mr. Hurwitz :

This is to advise you that we have not reviewed and will not review 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 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.

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 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 i n 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 a nd 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 responsibiliti es under

Harold A. Hurwitz
MRI Interventions, Inc.
January 26 , 2016
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Geoff Kruczek  at (202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
        Assistant Director
        Office of Electronics and Machinery

cc: Richard F. Mattern , Esq.
 Marc J. Adesso, Esq.

CORRESP
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August 24, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:  MRI Interventions, Inc.

Registration Statement on Form S-3

File Number 333-206442

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, MRI Interventions, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-3, File Number 333-206442, so
that it will be declared effective on August 26, 2015 at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm
that the Company acknowledges that:

 · should the Securities and Exchange Commission (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 contact our
legal counsel, Richard F. Mattern, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (901) 577-2343, if you have any
questions concerning this request.

    Very truly yours,

    MRI Interventions, Inc.

    By: /s/ Harold A. Hurwitz

    Name: Harold A. Hurwitz

    Title: Chief Financial Officer and Secretary

CORRESP
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    mri_corresp-091912.htm

September 19, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Russell Mancuso, Branch Chief

RE:
MRI Interventions, Inc.

Registration Statement on Form S-1

File No. 333-183279

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Mancuso:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), MRI Interventions, Inc. (the "Company") hereby requests acceleration of the effectiveness of the Company's Registration Statement on Form S-1, file number 333-183279, for Friday, September 21, 2012, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm that the Company acknowledges 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.

Very truly yours,

MRI Interventions, Inc.

By:

/s/ Oscar Thomas

Oscar Thomas

Vice President, Business Affairs

One Commerce Square  Suite 2550  Memphis TN  38103  901.522.9300

CORRESP
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    mri_corresp-090712.htm

September 7, 2012

VIA EDGAR

Securities and Exchange Commission

Attn.: Mr. Russell Mancuso

100 F Street, N.E.

Washington, D.C. 20549

RE:         MRI Interventions, Inc.

Registration Statement on Form S-1

Filed August 13, 2012

File No. 333-183279

Dear Mr. Mancuso:

MRI Interventions, Inc. (the “Registrant,” “we” or “our”) submits this response to the letter of August 31, 2012 from the staff (the “Staff”) of the United States Securities and Exchange Commission to Mr. Kimble L. Jenkins regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).  On the date hereof, the Registrant filed Pre-effective Amendment No. 1 to the Form S-1 (the “Amended S-1”) that reflects the responses provided below.  For convenience, we have reproduced the Staff's comments immediately preceding the Registrant’s responses.

Comment

1.

Please supplementally provide us with any written materials that you or anyone authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities Act to potential investors that are qualified institutional buyers or institutional accredited investors.  Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Response

We hereby confirm that (i) no written materials have been provided by us or on our behalf to potential investors in reliance upon Section 5(d) of the Securities Act and (ii) no research reports about us have been published or distributed by any broker or dealer that is participating or will participate in our offering in reliance upon Section 2(a)(3) of the Securities Act.

 One Commerce Square  Suite 2550  Memphis TN  38103  901.522.9300

Securities and Exchange Commission

Attn.: Mr. Russell Mancuso

September 7, 2012

Page 2

Signatures

Comment

2.

Please indicate below the second paragraph of text required on the signatures page who signed your document in the capacity of principal accounting officer or controller.

Response

We have revised the signature page in the Amended S-1 to indicate that David W. Carlson signed the Registration Statement in the capacity of both principal financial officer and principal accounting officer.

Exhibits

Comment

3.

Please revise to include the interactive data file required by Regulation S-K Item 601.

Response

We have included the interactive data file exhibit required by Regulation S-K Item 601 with the Amended S-1.

Exhibit 5.1

Comment

4.

We note the assumption contained in the last sentence of the second paragraph of this exhibit.  Please tell us which documents relevant to the opinion required by Regulation S-K Item 601(b)(5) require due execution and delivery to be effective.  Also tell us the effect on the opinion if the documents were not duly executed and delivered, and why you believe it is necessary and appropriate for the opinion to include this assumption.

Response

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC has removed the assumption contained in the last sentence of the second paragraph of their legal opinion, and the revised opinion is filed with the Amended S-1.

5.

The opinion that you file to satisfy your obligations per Regulation S-K Item 601(b)(5) may not include the limitation on use and reliance on the third paragraph of this exhibit.  Please file a revised opinion.

Securities and Exchange Commission

Attn.: Mr. Russell Mancuso

September 7, 2012

Page 3

Response

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC has removed the limitation on use and reliance in the third paragraph of their legal opinion, and the revised opinion is filed with the Amended S-1.

* * *

The Registrant hereby acknowledges that:

§

the Registrant 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 foreclose the Commission from taking any action with respect to the filing; and

§

the Registrant 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.

We trust that this letter and the Amended S-1 are responsive to the Staff’s comments.  If there are additional questions or comments, please contact the undersigned.

Very truly yours,

MRI Interventions, Inc.

By: /s/ Oscar Thomas

       Oscar Thomas

Vice President, Business Affairs

August 31 , 2012

Via E -Mail
Kimble L. Jenkins
Chief Executive Officer
MRI Interventions, Inc.
One Commerce Square, Suite 2550
Memphis, TN 38103

Re: MRI Interventions, Inc.
  Registration Statement on Form  S-1
Filed  August 13, 2012
  File No.  333-183279

Dear Mr. Jenkins :

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 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.

1. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.  Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 1 05(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

Signatures

2. Please indicate below the second paragraph of text required on the signatures page who
signed your documen t in the capacity of principal accounting officer or controller.

Kimble L. Jenkins
MRI Interventions, Inc.
August 31, 2012
Page 2

 Exhibits

3. Please revise to include the interactive data file required by Regulation S -K Item 601.

Exhibit 5.1

4. We note the  assumption contained in  last sentence of the second paragraph of this
exhibit.  Please tell us which documents relevant to th e opinion required by Regulation
S-K Item 601(b)(5)  require due executi on and delivery to be effective.   Also tell us the
effect on the opinion if the documents were  not duly executed and delivered,  and why
you believe it is necessary and appropriate for the opinion to include this assumption .

5. The opinion that you file to satisfy your obligations per Regulation S -K Item 601(b)( 5)
may not include the limitation on use and reliance in the third paragraph of this exhibit.
Please file a revised opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling 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 ade quacy 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 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 th e 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 prop osed
public offering of the securities specified in the above registration statement.  Please allow

Kimble L. Jenkins
MRI Interventions, Inc.
August 31, 2012
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may 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) Robert J. DelPriore, Esq.

July 6, 2012

Via E -mail
Kimble L. Jenkins
Chief Executive Officer
MRI Interventions, Inc.
One Commerce Square, Suite 2550
Memphis, TN 38103

Re: MRI Interventions, Inc.
Form 10
Filed December 28 , 2012
File No. 000-54575

Dear Mr. Jenkins :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc: Robert J . DelPriore, Esq.
 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

CORRESP
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CORRESP

 February 27, 2012

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 Division of Corporation Finance

 United States Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 3030

Washington, DC 20549

Re:

MRI Interventions, Inc. (the “Company”)

Amendment No. 1 to Registration Statement on Form 10

Filed February 9, 2012

File No. 000-54575

 Ms. Ravitz, Ms. Hogue, Mr. Hult and Mr. Webb:

We have enclosed for electronic filing via EDGAR pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form 10 (the “Registration Statement”) originally filed with the Securities and
Exchange Commission (the “Commission”) on December 28, 2011. The copy of Amendment No. 2 that is enclosed with the hard copy of this letter is marked to show changes from Amendment No. 1 to the Registration
Statement filed with the Commission on February 9, 2012 (“Amendment No. 1”).

 Amendment
No. 2 is being filed in response to comments received from the staff of the Commission’s Division of Corporation Finance (the “Staff”) by letter dated February 23, 2012 to Kimble L. Jenkins (the
“Comment Letter”) with respect to Amendment No. 1. The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated in bold italics into this response
letter for convenience. Page references in the text of our responses correspond to the page numbers of Amendment No. 2.

We have sent to your attention on February 27, 2012 courtesy copies of this letter and Amendment No. 2 (excluding exhibits)
blacklined to show changes against Amendment No. 1.

One Commerce Square    Suite 2550    Memphis TN 38103    901.522.9300

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 27, 2012

  Page
 2

Management’s Discussion and Analysis . . ., page 55

 1. Please expand your response to prior comment 11 with regard to your cash flows for the period ended September 30, 2011 and with regard to whether the legal settlement represents a known,
material demand or commitment that will result in or that is reasonably likely to result in your liquidity decreasing in any material way.

 In Amendment No. 2, the Company has revised the disclosure on page 61 to state that all but approximately $71,000 of the amounts payable by the Company pursuant to the legal settlement were paid in
2011. The Company supplementally advises the Staff that the remaining amounts payable by the Company pursuant to the legal settlement, approximately $71,000, were paid in February 2012. Based on the fact that only approximately $71,000 remained
payable as of December 31, 2011, and all of the Company’s payment obligations under the legal settlement have now been satisfied, the Company does not believe the legal settlement represents a material commitment that will result in or
that is reasonably likely to result in the Company’s liquidity decreasing in any material way.

 Liquidity and Capital Resources, page
62

 2. Please expand your response to prior comment 13 to clarify the maturity date of the $0.7 million in principal
amount of the 10% senior unsecured convertible notes. If these notes mature two years from the March 2010 issuance date, as indicated in the second sentence of the third paragraph of this section, please tell us why you have not included these notes
as notes payable in less than one year in your contractual obligations table on page 65.

 The Company supplementally
advises the Staff that the maturity dates of the $0.7 million in principal amount of the 10% senior unsecured convertible notes which, as of January 31, 2012, had not agreed to conversion upon the effectiveness of the Registration Statement,
occur in March 2012. The table of contractual obligations contained in Amendment No. 1 summarized the Company’s outstanding future contractual obligations as of December 31, 2010, and, therefore, the Company disclosed its obligations
with respect to all of the 10% senior unsecured convertible notes as notes payable between one and three years. The Company notes that it had interpreted Item 303(a)(5) of Regulation S-K to require disclosure of the Company’s contractual
obligations as of the date of the latest fiscal year end balance sheet in the audited financial statements included in the Registration Statement. In Amendment No. 2, the Company has revised the table on page 66 to disclose the Company’s
contractual obligations as of December 31, 2011, which is the latest fiscal year end balance sheet date. The Company supplementally advises the Staff that the Company has included all of the 10% senior unsecured convertible notes (principal and
interest) in the table on page 66 as notes payable in less than one year.

 3. Please expand your response to prior
comment 14 to indicate the number of shares the holders of the $0.7 million in principal amount of the 10% senior unsecured convertible notes would receive and the number of shares Brainlab would receive if conversion of their notes occurred today.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 27, 2012

  Page
 3

 The
Company supplementally advises the Staff that all holders of the 10% senior unsecured convertible notes amended their notes to provide for automatic conversion of the notes into shares of the Company’s common stock upon the effectiveness of the
Registration Statement. The Company has revised the disclosure on page 63 to state that all note holders agreed to automatic conversion of their notes upon the effectiveness of the Registration Statement and to provide the number of shares of common
stock the note holders receive upon such conversion. The Company has also revised the disclosure on page 64 to indicate the number of shares Brainlab would have received upon conversion of its note as of February 23, 2012 based on a conversion
price of $0.60 per share.

 Long-Term Equity Compensation, page 75

4. Please revise to discuss the factors considered by your compensation committee in determining not to award stock options in
fiscal 2011 or to explain material decreases in long-term compensation. Refer to Regulation S-K Item 402(b)(2)(ix).

 The Company has revised the disclosure on page 76 to state that, historically, the compensation committee has considered the grant of stock options to the named executive officers based on the
recommendations made to the compensation committee by Mr. Jenkins, as the Company’s Chief Executive Officer. The Company has further revised the disclosure on page 76 to state that Mr. Jenkins did not request the compensation
committee to consider the grant of stock options to any of the named executive officers for 2011, based primarily on the limited number of shares available for issuance under the Company’s equity compensation plans. The Company has further
revised the disclosure on page 76 to indicate that the absence of stock option grants to the named executive officers for 2011 was not based on any evaluation or analysis by the compensation committee of the company’s performance or the
performance of any of the named executive officers.

 Unaudited September 30, 2011 Financial Statements, page F-39

Condensed Balance Sheets, page F-39

 5. We see the reclassification of $698,384 Related Party Accrued Interest and $3,414,223 Related Party BSC Convertible Notes Payable from current liabilities to long-term liabilities in your
unaudited September 30, 2011 balance sheet as well as reclassifications of accrued interest in the audited financial statements for the years ended December 31, 2010 and 2009. We also see in your Subsequent Events Footnote on page F-61
that on February 2, 2012 the company entered into a loan modification with BSC wherein the maturity date of each of the BSC Notes was extended by three years through December 2014. Please explain to us the basis for the reclassification of the
accrued interest and BSC Notes to long-term

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 27, 2012

  Page
 4

liabilities in your September 30, 2011 and comparative December 31, 2010 Balance Sheets herein. Please specifically reference the authoritative literature you believe supports the
referenced reclassifications. Also, revise the filing to disclose why the classification of the BSC Note and related accrued interest in each of your balance sheets is consistent with the Notes terms. Finally, tell us your consideration of whether
the guidance at FASB ASC 250 impacts your financial statement disclosure requirements.

 Pursuant to the loan
modification agreement with BSC, the maturity dates of the BSC Notes (including the due dates of all accrued interest) were extended by three years from the original maturity dates, which were in October through December 2011. Following execution of
the loan modification agreement, the Company applied the guidance in ASC 470-10-45-14, which states in pertinent part:

“A short-term obligation shall be excluded from current liabilities if the entity intends to refinance the obligation on a
long-term basis . . . and the intent to refinance the short-term obligation on long-term basis is supported by an ability to consummate the refinancing demonstrated in either of the following ways:

. . .

b. Financing agreement. Before the balance sheet is issued or is available to be issued (as discussed in Section 855-10-25), the
entity has entered into a financing agreement that clearly permits the entity to refinance the short-term obligation on a long-term basis on terms that are readily determinable, and all of the following conditions are met:

1.
The agreement does not expire within one year . . . from the date of the entity’s balance sheet and during that period the agreement is not cancelable by the
lender . . .

2.
No violation of any provision in the financing agreement exists at the balance sheet date and no available information indicates that a violation has occurred
thereafter but before the balance sheet is issued or is available to be issued . . .

3.
The lender . . . is expected to be financially capable of honoring the agreement.”

Under this guidance, in Amendment No. 1, the Company reflected the amounts related to the Company’s obligations under the BSC
Notes (including accrued interest) for all reporting periods as long-term liabilities as the modification to the terms of the loan agreement (executed as of February 2, 2012) extended the due dates of both the accrued interest and principal by
three years.

 At the report date of the financial statements included in the Registration Statement originally filed by the
Company on December 28, 2011 (the “Original Filing”), there was a loan

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 27, 2012

  Page
 5

extension agreement in place between the Company and BSC that extended the maturity dates of the BSC Notes until January 16, 2012. Therefore, the September 30, 2011 balance sheet
included in the Original Filing appropriately reflected the principal and accrued interest under the BSC Notes as current liabilities. However, the comparative balance sheet in the Company’s condensed financial statements included in the
Original Filing incorrectly reflected the December 31, 2010 balances related to the principal and accrued interest of the BSC Notes as current liabilities. The December 31, 2010 balance sheet included in the audited financial statements of
the Original Filing appropriately reflected the principal balance of the BSC Notes as long-term, but incorrectly classified the related accrued interest as a current liability. Relying on guidance in ASC 250, in Amendment No. 2 the Company has
labeled its December 2010 balance sheet as “Restated,” and the Company has disclosed in Note 14 to the financial statements the corrections to the classification of the amounts related to the BSC Notes as described in this paragraph.

 As requested in the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Company’s filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose 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.

 We would very much appreciate the Staff’s prompt review of Amendment No. 2.
Should you have any additional questions, please call me at (901) 522-9344 or our counsel, Rob DelPriore, at (901) 577-8228.

 Very truly yours,

 MRI Interventions, Inc.

/s/ Oscar Thomas

 Oscar L. Thomas

 Vice President, Business Affairs

cc:
Kim Jenkins

Robert J. DelPriore

February 23, 2012
 Via E-mail

Kimble L. Jenkins Chief Executive Officer MRI Interventions, Inc. One Commerce Square, Suite 2550 Memphis, TN 38103
Re: MRI Interventions, Inc.
Amendment No. 1 to Registra tion Statement on Form 10
Filed February 9, 2012
  File No. 000-54575

Dear Mr. Jenkins:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by amending your registration
statement, by providing the requested informati on 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 the amendment is appropr iate, please tell us why in your response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Management’s Discussion and Analysis . . . , page 55

 1. Please expand your response to prior comment 11 with regard to your cash flows for the
period ended September 30, 2011 and with regard to whether the legal settlement represents a known, material demand or commit ment that will result in or that is
reasonably likely to result in your liqu idity decreasing in any material way.

Liquidity and Capital Resources, page 62

2. Please expand your response to prior comment 13 to clarify the maturity date of the $0.7
million in principal amount of the 10% senior unsecured convertible notes.  If these notes mature two years from the March 2010 issuance date, as indicated in the second sentence
of the third paragraph of this  section, please tell us why you have not included these notes
as notes payable in less than one year in your contractual obliga tions table on page 65.

Kimble L. Jenkins MRI Interventions, Inc. February 23, 2012 Page 2

3. Please expand your response to prior comment 14 to indicate the number of shares the
holders of the $0.7 million in principal amount of the 10% senior unsecured convertible
notes would receive and the number of shares  Brainlab would receive if conversion of
their notes occurred today.
Long-Term Equity Compensation, page 75

 4. Please revise to discuss the factors cons idered by your compensation committee in
determining not to award stock options in fisc al 2011 or to explain material decreases in
long-term compensation.  Refer to Regulation S-K Item 402(b)(2)(ix).
 Unaudited September 30, 2011 Financial Statements, page F-39

 Condensed Balance Sheets, page F-39

 5. We see the reclassification of $698,384 Re lated Party Accrued Interest and $3,414,223
Related Party BSC Convertible Notes Payabl e from current liabilities to long-term
liabilities in your unaudited September 30, 2011 ba lance sheet as well as reclassifications
of accrued interest in the audited financia l statements for the years ended December 31,
2010 and 2009.  We also see in your Subsequent  Events Footnote on page F-61 that on
February 2, 2012 the company entered into a loan modification with BSC wherein the
maturity date of each of the BSC Notes wa s extended by three years through December
2014.  Please explain to us the basis for the re classification of the accrued interest and
BSC Notes to long-term liabilities in  your September 30, 2011 and comparative
December 31, 2010 Balance Sheets herein.  Pleas e specifically reference the authoritative
literature you believe supports th e referenced reclassifications.  Also, revise the filing to
disclose why the classification of the BSC Note  and related accrued in terest in each of
your balance sheets is consistent with the Notes terms.  Finally, tell us your consideration
of whether the guidance at FASB ASC 250 im pacts your financial statement disclosure
requirements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Kimble L. Jenkins MRI Interventions, Inc. February 23, 2012 Page 3
  staff comments or changes to disclosure in response to staff comments do not foreclose
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 s ecurities laws of the United States.

You may contact Dennis Hult at (202) 551-3618 or Jay Webb , Accounting Reviewer, at
(202) 551-3603 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact Aslynn H ogue at (202) 551-3841 or me at (202) 551-3528
with any other questions.

Sincerely,
   /s/ Amanda Ravitz
 Amanda Ravitz Assistant Director
  cc (via e-mail):   Robert  J. DelPriore, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

CORRESP
1
filename1.htm

CORRESP

 February 8, 2012

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 Division of Corporation Finance

 United States Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 3030

Washington, DC 20549

Re:
MRI Interventions, Inc. (the “Company”)

 Registration Statement on Form 10 Filed December 28, 2011

 File No.
000-54575

 Ms. Ravitz, Ms. Hogue, Mr. Hult and Mr. Webb:

We have enclosed for electronic filing via EDGAR pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form 10 (the “Registration Statement”) originally filed with the Securities and
Exchange Commission (the “Commission”) on December 28, 2011 (the “Original Filing”). The copy of Amendment No. 1 that is enclosed with the hard copy of this letter is marked to show changes
from the Original Filing.

 Amendment No. 1 is being filed in response to comments received from the staff of the
Commission’s Division of Corporation Finance (the “Staff”) by letter dated January 24, 2012 to Kimble L. Jenkins (the “Comment Letter”) with respect to the Original Filing. The numbering of
the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated in bold italics into this response letter for convenience. Page references in the text of our responses correspond to the page numbers of
Amendment No. 1.

 We have sent to your attention on February 8, 2012 courtesy copies of this letter, various supplemental
materials and Amendment No. 1 (excluding exhibits) blacklined to show changes against the Original Filing.

 General

1. Please note that this filing will become effective automatically 60 days after the date you initially filed it. If this filing
was made voluntarily, you should consider withdrawing

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 2

it prior to the effective date if comments remain outstanding. You could then refile when you are prepared to resolve the comments. Please tell us whether you intend to file a request for
withdrawal before the automatic effectiveness date of this registration statement if comments remain outstanding.

 The
Company acknowledges the Staff’s comment. The Company supplementally advises the Staff that the Company does not intend to file a request for withdrawal before the automatic effective date of the Registration Statement, if comments remain
outstanding. The Company understands that the Registration Statement is effective as of February 27, 2012, and the Company will be subject to the reporting requirements under Section 13(a) of the Exchange Act upon effectiveness.

 2. Consideration should be given on an ongoing basis to the updating requirements of Rule 8-08 of Regulation S-X.

 The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company will give
consideration, on an ongoing basis, to the updating requirements of Rule 8-08 of Regulation S-X.

 Explanatory Note

3. We note your disclosure in the last paragraph of market data and other statistical information provided in the registration
statement. Please provide us with copies of the sources of this data, clearly marking the relevant sections of the reports that support the data you have included in your disclosure.

Contemporaneously with the filing of Amendment No. 1, the Company is supplementally providing the Staff copies of third-party data
relied upon for certain statements the Company makes in the Registration Statement (collectively, the “Supporting Materials”). The Supporting Materials have been enclosed for the Staff’s review on a supplemental basis in
a separate binder. The portions that support the Company’s disclosure are clearly indicated for your convenience. Pursuant to Rule 24b-2 under the Exchange Act, the Supporting Materials are being provided to the Staff on a supplemental basis
only and are not to be deemed filed with or deemed part of the Registration Statement. Pursuant to Rule 24b-2, we request that the Supporting Materials be returned to the Company upon completion of your review thereof. Please call us when you have
completed your review, and we will arrange for the Supporting Materials to be picked up from you.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 3

 Item 1. Business, page 3

4. Since your ClearTrace System has not been approved for commercialization, please revise throughout to qualify statements about
its use, capabilities and results as anticipatory in nature.

 The Company has revised the disclosure throughout
Amendment No. 1 to qualify statements about the use, capabilities and results of the ClearTrace system as anticipatory in nature.

 5. Please revise to remove disclosure related to Siemens’ market position, or provide us information about the measure of leadership and why the disclosure enhances an investor’s
understanding of your business.

 The Company has revised the disclosure on pages 4 and 10 to remove the references to
Siemens’ market position.

 6. We note your disclosure on page 9 and elsewhere that your ClearPoint System is not
FDA approved for use in specific neurological procedures. If you are not presently seeking to have such indications included in your 510(k) clearance, please revise your disclosure to more clearly explain why a discussion of these procedures and the
health conditions addressed thereby enhances an investor’s understanding of your business.

 The Company has
revised the disclosure on page 9 to more clearly explain why a discussion of the specific neurological procedures enhances an investor’s understanding of the Company’s business. As reflected in the revised disclosure, just like
conventional stereotaxy-based systems, the Company’s ClearPoint system has a general indication for use. The indication for use does not reference specific neurological procedures. The Company markets its ClearPoint system to physicians
consistent with the FDA-cleared indication for use. For example, the Company markets its ClearPoint system to physicians generally for the insertion of electrodes, instead of specifically for the insertion of DBS electrodes. However, a
physician may choose to use a medical device for a purpose that is not included in the wording of the FDA-cleared indication for use. Today, physicians use other conventional stereotaxy-based systems for specific neurological procedures. The Company
expects the same will be true for its ClearPoint system. Therefore, the Company believes the discussion of the specific neurological procedures in the Registration Statement helps an investor better understand how the Company expects physicians will
use the ClearPoint system.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 4

 Regulatory Status, page 12

7. Please provide an anticipated timeline for submission of your ClearTrace product for regulatory approval, or indicate that you
are not able to estimate the time.

 The Company has revised the disclosure on page 12 to indicate that the Company is
not able, at this time, to estimate when the Company will make a regulatory filing seeking clearance or approval of the ClearTrace system.

Boston Scientific, page 14

 8. We note your disclosure in the first paragraph on page F-47 regarding potential payments to Boston Scientific Corporation in the event that specified milestones are not achieved by
December 31, 2012 and your disclosure in the last paragraph on page F-53 regarding the one-time option to terminate the BSC Cardiac Agreement. Please revise this section as appropriate to discuss the material terms of your license and
development agreements. Please also consider risk factor disclosure, to the extent these represent material risks.

The Company has revised the disclosure on pages 14 and 15 to more fully describe the material terms of its license and development
agreements with Boston Scientific. The Company supplementally advises the Staff that the Company considered the risks associated with those license and development agreements and concluded that the terms of the agreements do not represent a material
risk to the Company, other than as reflected in the existing risk factor on page 40 and the new risk factor on page 43 (which was added as a result of the recent amendment described below in response to Comment 12).

Sales and Marketing, page 16

 9. We note that your revenue model is focused on high margin disposable components. Please address here or elsewhere as appropriate whether you believe your disposable components are sufficiently
protected by existing intellectual property rights.

 The Company has revised the disclosure on page 16 to indicate its
belief that the Company’s intellectual property rights in its disposable products, coupled with the tight integration of the ClearPoint reusable and disposable products, are sufficient to protect the Company’s interests.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 5

 Item 1A. Risk Factors, page 31

 We will need additional funding …. page 40

 10. Please revise
this risk factor to quantify the “substantial future capital” you anticipate that you will require for your business.

 The Company has revised the disclosure on page 40 to quantify the substantial future capital that the Company will require for its business.

 Management’s Discussion and Analysis … page 55

 11. We note
your disclosure in the first paragraph on page F-36 regarding your prior intellectual property litigation and legal settlement. Consider disclosure in this section to the extent the proceeding or settlement represents one of the primary drivers of
material changes to your selling, general, and administrative expenses or cash flows for the periods disclosed and to the extent that the legal settlement represents a known, material demand or commitment that will result in or that is reasonably
likely to result in your liquidity decreasing in any material way.

 The Company has revised the disclosure on page 61
to include the impact of the legal settlement in the explanation of the primary drivers of material changes in selling, general, and administrative expenses for the year ended December 31, 2010 compared to the year ended December 31, 2009.
The Company supplementally advises the Staff that cash flows for 2010 were not impacted as no amounts related to the settlement were paid until 2011. All amounts related to the settlement are reflected in current other accrued liabilities at
December 31, 2010.

 Liquidity and Capital Resources, page 62

12. We note your disclosure in the second paragraph of this section that the maturity dates of your Boston Scientific loans have
been extended through January 16, 2012 and that you are in the process of negotiating a longer term extension. Please revise to update your disclosure regarding the status of these loans and the present outstanding amount.

The Company supplementally advises the Staff that the Company and Boston Scientific entered into a definitive loan amendment on February
7, 2012, although the effective date of the amendment is February 2, 2012. The Company has updated the disclosure on page 62 to reflect the present status of its loans with Boston Scientific and the present outstanding amount. In addition, the
Company has revised the disclosure on pages 18, 62, 88, F-37 and F-61 to reflect the loan amendment transaction. Likewise, the Company has added a new risk factor on page 43. Finally, as a result of the loan amendment, the Company has reclassified
the principal and accrued interest under the Boston Scientific loans from current liabilities to long-term liabilities.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 6

 13. We note your disclosure in the third paragraph of this section of 10% senior
unsecured convertible notes in the aggregate principal amount of $4.1 million. We also note your disclosure that holders of $3.4 million in principal amount of the notes have amended their notes. Please revise to clarify the status of the remaining
$0.7 million in principal amount of these notes.

 The Company has revised the disclosure on page 62 to clarify the
status of the remaining $0.7 million in principal amount of the notes.

 14. For each convertible instrument, please
indicate the number of shares the holder would receive if conversion occurred today.

 The Company has revised the
disclosure on pages 62 and 63 to indicate the number of shares the applicable holder would have received if the conversion had occurred on January 31, 2012.

 Item 5. Directors and Executive Officers, page 68

 15. Please
tell us whether any of your directors were elected or appointed based on an arrangement or understanding between you and the director or any other person. We note, in this regard, your disclosure in the first paragraph on page F-52 that an affiliate
of Boston Scientific Corporation is a stockholder and has a representative on your board of directors. We also note your disclosure of a Stockholders’ Agreement in Amendment No. 14 to your Form S-1 filed on August 17, 2010, such as on
pages 91-92 and in Exhibit 3.6.

 The Company supplementally advises the Staff that none of its directors were elected
or appointed based on an arrangement or understanding between the Company and the director or any other person. The above-referenced Stockholders’ Agreement did pertain to the composition of the Company’s Board of Directors. However, the
Company supplementally advises the Staff that such Stockholders’ Agreement has been terminated and is no longer in effect.

 Base
Salary, page 74

 16. Please revise your disclosure in the first paragraph on page 75 to provide additional discussion
of the voluntary reductions in salary for your named executive officers. For example, please discuss the amount and duration of the temporary reductions for each named executive officer.

The Company has revised the disclosure in “Item 6. Executive Compensation” on pages 71 through 85 to refer to and describe the
Company’s 2011 compensation. The Company has also expanded its disclosure of the continuation of the voluntary reductions in salary for certain of its named executive officers to indicate that the salary reductions continued throughout 2011 and
to indicate the amount of the temporary reductions.

 Amanda Ravitz

 Aslynn Hogue

 Dennis Hult

 Jay Webb

 February 8, 2012

  Page
 7

 Long-Term Equity Compensation, page 75

17. Please revise the first paragraph on page 76 to describe the factors of individual performance considered by your compensation
committee in determining stock option award amounts for your named executive officers for fiscal 2010.

 The Company
has revised the disclosure in “Item 6. Executive Compensation” on pages 71 through 85 to refer to and describe the Company’s 2011 compensation. As disclosed on page 75, no long-term equity compensation was granted to the
Company’s named executive officers in 2011.

 Equity Compensation Plan Information, page 88

18. Please revise as appropriate to describe briefly the material features of each equity compensation plan that was adopted without
the approval of security holders or to clarify which of your equity compensation plans discussed elsewhere, such as on pages 81 to 84, were adopted without the approval of security holders.

The Company has revised the disclosure on page 88 to indicate that the only equity compensation plan not approved by the Company’s
stockholders is the 2010 Non-Qualified Stock Option Plan (the “NQSO Plan”). The revised disclosure further indicates that the only type of award permitted under the NQSO Plan is a non-qualified stock option and that the
Company will cease to make any additional awards under the NQSO Plan upon the effectiveness of the Compan

January 24, 2012
 Via E-mail

Kimble L. Jenkins Chief Executive Officer MRI Interventions, Inc. One Commerce Square, Suite 2550 Memphis, TN 38103
Re: MRI Interventions, Inc.
Registration Statement on Form 10 Filed December 28, 2011
  File No. 000-54575

Dear Mr. Jenkins:
We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by amending your registration
statement, by providing the requested informati on 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 the amendment is appropr iate, please tell us why in your response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

 1. Please note that this filing will become eff ective automatically 60 days after the date you
initially filed it.  If this filing was made voluntarily, you should consider withdrawing it
prior to the effective date if comments rema in outstanding.  You could then refile when
you are prepared to resolve the comments.  Please tell us whether you intend to file a
request for withdrawal before the automatic  effectiveness date of this registration
statement if comments remain outstanding.
2. Consideration should be given on an ongoing ba sis to the updating re quirements of Rule
8-08 of Regulation S-X.

Kimble L. Jenkins MRI Interventions, Inc. January 24, 2012 Page 2

Explanatory Note, page 2

 3. We note your disclosure in the last paragr aph of market data and other statistical
information provided in the registration statemen t.  Please provide us with copies of the
sources of this data, clearly marking the rele vant sections of the reports that support the
data you have included in your disclosure.
 Item 1. Business, page 3

 4. Since your ClearTrace System  has not been approved fo r commercialization, please
revise throughout to qualify statements a bout its use, capabili ties and results as
anticipatory in nature.
5. Please revise to remove disclosure related to Siemens’ market pos ition, or provide us
information about the measure of leadersh ip and why the disclosure enhances an
investor’s unde rstanding of your
 business.

6. We note your disclosure on page 9 and else where that your ClearPo int System is not
FDA approved for use in specific neurological  procedures.  If you are not presently
seeking to have such indications included in your 510(k) clearance, please revise your
disclosure to more clearly e xplain why a discussion of these procedures and the health
conditions addressed thereby enhances an investor’s understanding of your business.

Regulatory Status, page 12

7. Please provide an anticipated timeline fo r submission of your ClearTrace product for
regulatory approval, or i ndicate that you are not able  to estimate the time.
 Boston Scientific, page 14

 8. We note your disclosure in the first paragra ph on page F-47 regardi ng potential payments
to Boston Scientific Corporation in the event that specified milestones are not achieved
by December 31, 2012 and your disclosure in th e last paragraph on page F-53 regarding
the one-time option to terminate the BSC Cardi ac Agreement.  Please revise this section
as appropriate to discuss the material terms of your license and development agreements.
Please also consider risk factor  disclosure, to the extent these represent material risks.
 Sales and Marketing, page 16

9. We note that your revenue model is focuse d on high margin disposable components.
Please address here or elsewhere as appr opriate whether you believe your disposable
components are sufficiently protected by existing intellectual property rights.

Kimble L. Jenkins MRI Interventions, Inc. January 24, 2012 Page 3

Item 1A. Risk Factors, page 31

 We will need additional funding . . . , page 40

 10. Please revise this risk factor to quantify the “substantial futu re capital” you anticipate that
you will require for your business.
Management’s Discussion and Analysis . . . , page 55

 11. We note your disclosure in the first pa ragraph on page F-36 regarding your prior
intellectual property litigation and legal settlement .  Consider disclosure  in this section to
the extent the proceeding or settlement represents one of the primary drivers of material changes to your selling, general, and admi nistrative expenses or cash flows for the
periods disclosed and to the extent that the legal settlement represen ts a known, material
demand or commitment that will result in or that is reasonably likely to result in your
liquidity decreasing in any material way.

Liquidity and Capital Resources, page 62

12. We note your disclosure in the second paragraph of this section that the maturity dates of
your Boston Scientific loans have been extended through January 16, 2012 and that you
are in the process of negotia ting a longer term extension.  Please revise to update your
disclosure regarding the st atus of these loans and th e present outstanding amount.

13. We note your disclosure in the third paragra ph of this section of  10% senior unsecured
convertible notes in the aggregate principa l amount of $4.1 million.  We also note your
disclosure that holders of $3.4 million in pr incipal amount of the notes have amended
their notes.  Please revise to clarify the st atus of the remaining $0.7 million in principal
amount of these notes.
14. For each convertible instrument, please indi cate the number of shares the holder would
receive if conversion occurred today.
Item 5. Directors and Executive Officers, page 68

 15. Please tell us whether any of your director s were elected or ap pointed based on an
arrangement or understanding between you and the director or any other person.  We
note, in this regard, your disclosure in the fi rst paragraph on page F-52 that an affiliate of
Boston Scientific Corporation is a stockholder and has a representative on your board of
directors.  We also note your disclosure of a Stockholders’ Agr eement in Amendment
No. 14 to your Form S-1 filed on August 17, 2010, such as on pages 91-92 and in  Exhibit 3.6.

Kimble L. Jenkins MRI Interventions, Inc. January 24, 2012 Page 4
 Base Salary, page 74

 16. Please revise your disclosure in the first paragraph on page 75 to provide additional
discussion of the voluntary reductions in sala ry for your named executive officers.  For
example, please discuss the amount and durat ion of the temporary reductions for each
named executive officer.
 Long-Term Equity Compensation, page 75

 17. Please revise the first paragraph on page 76 to describe the factors of individual
performance considered by your compensati on committee in determining stock option
award amounts for your named ex ecutive officers for fiscal 2010.
 Equity Compensation Plan Information, page 88

 18. Please revise as appropriate to describe brie fly the material features of each equity
compensation plan that was adopted without the approval of security hol ders or to clarify
which of your equity compensation plans discus sed elsewhere, such as on pages 81 to 84,
were adopted without the appr oval of security holders.

Item 10.  Recent Sales of Unregistered Securities, page 88

 19. Please identify the purchasers or types of purch asers in the sale discussed in paragraph
number 8.
Audited Financial Statements  as of December 31, 2010 and 2009 and for the years ended
December 31, 2010, 2009, and 2008, page F-1
 Notes to Financial Statements, page F-8

 2. Summary of Significant Acc ounting Policies, page F-8

 Revenue Recognition, page F-12

 20. We noted from disclosures herein that your ClearPoint system consists of reusable
equipment and software.  Please tell us and re vise this note to disclose how your revenue
recognition accounting policy reflec ts the fact your products sold include software.  Your
response should include specific references to the authoritative U.S. GAAP that you
followed when accounting for sales of products  that include software. Also, tell us
whether you have any post-shipment obligati ons due to the fact certain of your product
include software and discuss the accounting implications of any such obligations. For
example, tell us if your custom ers have software upgrade rights.

Kimble L. Jenkins MRI Interventions, Inc. January 24, 2012 Page 5
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
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 s ecurities laws of the United States.
 You may contact Dennis Hult at (202) 551-3618 or Jay Webb , Accounting Reviewer, at
(202) 551-3603 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact Aslynn H ogue at (202) 551-3841 or me at (202) 551-3528
with any other questions.

Sincerely,

 /s/ Amanda Ravitz
 Amanda Ravitz Assistant Director
  cc (via e-mail):   Robert  J. DelPriore, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC