September 7, 2006

Via U.S. Mail

Dennis N. Genty
Chief Financial Officer, Secretary and Treasurer
Birner Dental Management Services, Inc.
3801 East Florida Avenue
Suite 508
Denver, Colorado  80210

	Re:	Birner Dental Management Services, Inc.
		Schedule TO-I filed August 31, 2006
		SEC File No. 5-53665

Dear Mr. Genty:

      We have reviewed your filing and have the following
comments.
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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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.
Schedule TO
Exhibit (a)(1)(i) - Offer to Purchase
1. We note your indication that you are offering to purchase
shares at
a purchase price not greater than $28.00 nor less than $17.50 per
share.  We note that the range you have set is higher than what
the
staff has previously considered reasonable.  Please advise us as
to
the basis for whether the range you have set constitutes a
reasonable
one.

The Offer, page 6
	1. Number of Shares; Priority of Purchases; Proration, page 6
2. We note your indication here that you intend to commence
payment on
the tendered shares within ten business days after the expiration
date.  The disclosure in the Summary Term Sheet indicates that you
do
not expect to be able to commence payment for shares until
approximately ten business days after the expiration date
(emphasis
added).  Considering it would appear that you might not start
paying
for tendered shares until the 10th day please advise us how this
schedule complies with the prompt payment requirement.  Refer to
Rule
14e-1(c) and Release 34-43069 (July 31, 2000), Commission Guidance
on
Mini-Tender Offers and Limited Partnership Tender Offers.
7. Conditions of the Offer, page 14
3. In the "Avoidance of Rule 13e-3 Transaction" condition, we note
that you indicate that you may amend or terminate the offer if the
purchase of your shares would result in your common stock no
longer
being authorized for trading on the Nasdaq Capital Market.  Please
revise this condition to indicate under what circumstances your
common
stock might be no longer authorized for trading on the Nasdaq
Capital
Market, so that it is clear how this condition might be triggered.
4. A tender offer may only be subject to conditions that are
drafted
with sufficient specificity to allow for objective verification
that
the conditions have been satisfied.  In this regard, we note the
reference to "threatened" in the "No Legal Prohibition" Condition.
Please revise to clarify the condition in accordance with this
comment.
	11. Source and Amount of Funds, page 26
5. We note that the offer remains subject to a financing
condition.
In this regard, please note our position that a material change in
the
offer occurs when the offer becomes fully financed (i.e. the
financing
condition is satisfied) and that, accordingly, five days must
remain
in the offer or the offer must be extended upon the satisfaction
or
waiver of the financing condition.  Please advise us of your
intent in
this regard.
6. Confirm to us that when the financing is complete, you will
file
the relevant loan agreement as an exhibit in accordance with Item
1016(b) of Regulation M-A and that you will update this disclosure
to
provide information regarding the interest rate of the Loan.
7. Please disclose whether you have any alternative financial
arrangements in place in the event your primary financing plans
fall
through.  See Item 1007(b) of Regulation M-A.



	12. Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares, page 26
8. We note the disclosure you have provided with respect to the
beneficial ownership of shares held by officers and directors.  We
note that some of them hold in excess of 5% and are subject to the
reporting obligations of Section 13 of the Exchange Act.  It
appears
that Schedules 13G have been filed by Messrs. F. Birner, M. Birner
and
Genty in the past, however, it is not clear under which subsection
of
Rule 13d-1 these filers are relying upon.  We presume that these
individuals are filing under either Rule 13d-1(c) or (d), however,
this is not made clear on the face of the Schedules 13G.  Further,
it
is not clear why amendments to these filings have not been made
over
the past 5-6 years as it would appear that the share ownership of
each
of these individuals has changed.  Please advise.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their 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 all filing persons acknowledging that:

* the bidder 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 bidder 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.

If you have any questions regarding our comments, please do not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

      							Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile at (303) 607-3600:

Douglas R. Wright, Esq.
Faegre & Benson LLP
Birner Dental Management Services, Inc.
September 7, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE