February 23, 2006

Mr. Milton Hauser
President, Chief Executive Officer
Medefile International, Inc.
2 Ridgedale Avenue, Suite 217
Cedar Knolls, NJ  07927

RE:  	Form 8-K Item 4.01 filed February 22, 2006
	File # 033-25126-D

Dear Mr. Hauser:

We have reviewed your filings and have the following comments.
Where
indicated, we think you should revise your documents 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 on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

1. It appears that your former accountant only audited your
financial
statements for the year ended June 30, 2005.  As such, please make
the following corrections in an amended Form 8-K:
* Any instance throughout the filing that references "reports"
should
only refer to "report"
* Any instance throughout the filing that references "the two most
recent fiscal years" should only refer to the most recent fiscal
year

2. In addition, Item 304(a)(1)(ii) of Regulation S-B requires a
statement whether the accountant`s report on the financial
statements
contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting
principles; and a description of the nature of each such adverse
opinion, disclaimer of opinion, modification or qualification.
This
would include disclosure of uncertainty regarding the ability to
continue as a going concern in the accountant`s report.

3. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in your revised
Form
8-K.

*****

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.  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 connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

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 our review of your filing or in response to
our comments on your filing.

Please file your supplemental response via EDGAR in response to
these
comments within 5 business days of the date of this letter.
Please
note that if you require longer than 5 business days to respond,
you
should contact the staff immediately to request additional time.
You
may wish to provide us with marked copies of each amended filing
to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 551-3866.


Sincerely,



Jeffrey Gordon
Staff Accountant
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Milton Hauser
President, Chief Executive Officer
February 23, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE