FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Conway Bruce C.
   2. Issuer Name and Ticker or Trading Symbol
MRI INTERVENTIONS, INC. [MRIC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MRI INTERVENTIONS, INC., ONE COMMERCE SQUARE, SUITE 2550		 3. Date of Earliest Transaction (Month/Day/Year)
01/25/2013
(Street)

MEMPHIS, TN 38103		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/25/2013   P   100,000 A (1) 2,023,883 D (2)  
Common Stock               406,137 I By Alden M. Conway Trust
Common Stock               406,137 I By Chase T. Conway Trust
Common Stock               406,137 I By Merritt E. Conway Trust
Common Stock               239,000 (3) I By spouse
Common Stock               25,000 I By Conway Family GST Trust
Common Stock               17,000 I By Gordon McShane Trust for Alden M. Conway (4)
Common Stock               17,000 I By Gordon McShane Trust for Chase T. Conway (5)
Common Stock               17,000 I By Gordon McShane Trust for Merritt E. Conway (6)
Common Stock               16,500 I By Edna N. Conway Irrevocable Trust FBO Alden M. Conway
Common Stock               16,500 I By Edna N. Conway Irrevocble Trust FBO Chase T. Conway
Common Stock               16,500 I By Edna N. Conway Irrevocable Trust FBO Merritt E. Conway

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 1.75 01/25/2013   P   50,000   01/25/2013(7) 01/25/2018 Common Stock 50,000 (8) 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conway Bruce C.
C/O MRI INTERVENTIONS, INC.
ONE COMMERCE SQUARE, SUITE 2550
MEMPHIS, TN 38103		   X      

Signatures

 /s/ Oscar Thomas, by Power of Attorney for Bruce C. Conway   01/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported securities are included within 100,000 units purchased by the reporting person for $1.20 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.
(2) Includes 32,891 shares held jointly with spouse and 4,950 shares held in an IRA.
(3) Includes 1,500 shares held through an IRA.
(4) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.
(5) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.
(6) These shares are held in trust for the benefit of the reporting person's child. The reporting person's spouse is trustee of the trust.
(7) The shares subject to this warrant are immediately exercisable.
(8) The reported securities are included within 100,000 units purchased by the reporting person for $1.20 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.5 share of common stock.

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