Mail Stop 0309

							January 25, 2005

Robert W. Nicora
Chief Executive Officer
Synthetic Blood International, Inc.
3189 Airway Avenue
Building C
Costa Mesa, CA  92626

Re:	Synthetic Blood International, Inc.
	Registration Statement on Form S-2
	File Number 333-122057

Dear Mr. Nicora:

      This is to advise you that we have limited our review of the
above referenced registration statement to only the issues
identified
below. We will make no further review of this filing.  However,
please note that all comments will need to be fully resolved
before
we take final action on the registration statement.

Form S-2

General
1. Please confirm that you intend to provide copies of reports
incorporated by reference with your prospectus.

*	*	*

      Once you have cleared our comment, we will act upon any
request
for acceleration of the effective date of the Form S-2 and
pursuant
to delegated authority, grant acceleration of the effective date.
We
will consider your request for acceleration as a confirmation of
the
fact that you are aware of your responsibilities under the
Securities
Act of 1933 and the Securities Act of 1934 as they relate to the
proposed public offerings.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please contact Song Brandon at (202) 942-2831 or me at (202)
942-1840 with any questions.

							Sincerely,



							Jeffrey P. Riedler
							Assistant Director

cc:	Mark E. Lehman, Esq.
      Parsons Behle & Latimer
      201 S. Main Street
      P.O. Box 45898
      Salt Lake City, UT  84145-0898

??

??

??

??

Robert W. Nicora
Synthetic Blood International, Inc.
January 25, 2005
Page 1