Room 4561

	June 23, 2005

Mr. William C. Ellison
Secretary and General Counsel
MD Technologies Inc.
620 Florida Street, Suite 200
Baton Rouge, Louisiana 70801

Re:	MD Technologies Inc.
	Registration Statement on Form SB-1 filed May 25, 2005
	File No. 333-125243

	Form 10-KSB for the year ended December 31, 2004
	File No. 0-50435

Dear Mr. Ellison:

      This is to advise you that we have limited our review of the
above filings to the matters addressed in the comments below.  No
further review of the filings has been or will be made.  Please
respond to our comments that pertain to the Form 10-KSB within 10
business days of the date of this letter.  All persons who are by
statute responsible for the adequacy and accuracy of the
registration
statement and periodic report are urged to be certain that all
information required under the Securities Act of 1933 and
Securities
Exchange Act of 1934 has been included.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-1

Signatures

1. While we note that Mr. Eglin has signed the registration
statement
as both Chief Executive Officer and Chief Financial Officer, Form
SB-
1 also requires that the company`s principal accounting officer or
controller sign the registration statement.  See Instructions for
Signatures on Form SB-1.  Accordingly, please ensure that your
next
amendment is revised to indicate who has signed in the capacity of
principal accounting officer or controller.

Form 10-KSB for the year ended December 31, 2004

Controls and Procedures

2. It does not appear that you have provided the information
required
by Item 308(c) of Regulation S-B.  Please revise to disclose
whether
there were any changes in your internal control over financial
reporting identified in connection with the evaluation required by
Rule 13a-15(d) under the Exchange Act that occurred during your
last
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, your internal control over financial
reporting.

3. Your disclosure states that your disclosure controls and
procedures are effective for "timely gathering, analyzing and
disclosing the information [you] are required to disclose in
[y]our
reports."  Please refer to the language of Rule 13a-15(e) and
revise
to address the effectiveness of your disclosure controls and
procedures with respect to whether information required to be
disclosed is recorded, processed, summarized and reported on a
timely
basis and whether such information is made known to your officers
to
allow timely decisions regarding required disclosure.

Signatures

4. As a follow-up to comment 1 above, please note that your Form
10-
KSB must be signed by the company, the principal executive
officer,
the principal financial officer and the controller or principal
accounting officer.  See General Instruction C to Form 10-KSB.
While
we note that Mr. Eglin signed both the Form 10-KSB and the
certificates required by Item 601(b)(31) of Regulation S-B as
Chief
Executive Officer and Chief Financial Officer, we also note that
paragraph (6) of such executed certificates references an officer
that appears to be someone other than Mr. Eglin.  Accordingly,
please
tell us who your principal accounting officer or controller is and
revise your Form 10-KSB to ensure that such individual has signed
in
the capacity of principal accounting officer or controller.


*              *              *              *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      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 related to your 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 the 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.

      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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Daniel Lee at (202) 551-3477 or Sara Kalin
at
(202) 551-3454 with any questions.  If you need further
assistance,
you may contact me at (202) 551-3462.

	Sincerely,


	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	John Anjier
	Liskow & Lewis
	701 Poydras Street, Suite 5000
	New Orleans, Louisiana 70139
	Telephone: (504) 556-4177
	Facsimile:  (504) 556-4108