SILVERMAN SCLAR SHIN & BYRNE PLLC
Attorney at Law
381 Park Avenue South, Suite 1601
New York, New York 10016
Tel. No. 212-779-8600
Telecopy Number - (212) 779-8858
January 11, 2007
Jeffrey P. Riedler
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Mail Stop 6010
Re: Millennium Biotechnologies Group, Inc.
Preliminary Proxy Statement on Schedule 14A (Amendment No. 2),
Filed January 11, 2007. File No. 0-03338
Dear Mr. Riedler:
In its Definitive Proxy Statement on Schedule 14A, Millennium
Biotechnologies Group, Inc. (the "Company") will delete references to the
election of directors in the following paragraphs:
1. "The Company's Board of Directors recommends that you vote FOR the
proposal (i) to authorize the Asset Sale, (ii) to amend the
Company's Certificate of Incorporation to increase the number of
authorized shares of the Company's common stock from 200,000,000 to
400,000,000, (iii) to elect all three of management's nominees to
the Company's board of directors, and (iv) to ratify the appointment
of Bagell, Josephs Levine & Company, L.L.C. as the Company's
independent registered public accountants." (page 9)
2. "Members of the Company's Board and the Company's executive
officers, who collectively own 5,846,901 shares of the Company's
common stock, or approximately 8.5% of the total votes, have
indicated that they intend to vote for (i) the Asset Sale; (ii)
amendment of the Company's Certificate of Incorporation to increase
the number of authorized shares of the Company's common stock from
200,000,000 to 400,000,000, (iii) the election of all of the
management's nominees to the board of directors; and (iv) the
approval of the appointment of the independent registered public
accountants." (page 10)
3. "Proxies marked 'abstain' will be counted as shares present for the
purpose of determining the presence of a quorum. For purposes of
determining the outcome of a proposal, abstentions will have the
same effect as a vote against the proposal (other than the election
of directors)." (page 10)
The Company acknowledges that: (i) it is responsible for the adequacy and
accuracy of the disclosure in the filing; (ii) 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 (iii) 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.
Very truly yours,
/s/ Richard Feiner
------------------
Richard Feiner