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Akerman Senterfitt

One Southeast Third Avenue

25th Floor

Miami, Florida 33131

Tel: 305.374.5600

Fax: 305.374.5095

March 9, 2011

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

    Re:

    Cardo Medical, Inc.

Preliminary Information Statement on Schedule 14C

Filed January 31, 2011

File No. 0-21419

Dear Mr. Mancuso:

     On behalf of Cardo Medical, Inc. (the “Company”), we hereby respond to the Staff’s comment
letter, dated February 25, 2011, regarding the above-referenced Preliminary Information Statement
on Schedule 14C (the “Information Statement”). Please note that, for the Staff’s convenience, we
have recited the Staff’s comments in boldface type and provided our response to each comment
immediately thereafter.

    General

    1.

    Please tell us your consideration of the need to include the historical financial
statements of Cardo Medical, Inc. and the other information required by Item 14 of Schedule
14A. Please also tell us why you have not included pro forma financial information
required by Article 11 and Rule 8-05 of Regulation S-X reflecting the sale of the
reconstructive division. We see that the preliminary information statement was filed due
to the sale or transfer of a substantial part of your assets.

    BOCA RATON      DALLAS
DENVER       FORT LAUDERDALE       JACKSONVILLE
LAS VEGAS       LOS ANGELES       MADISON
      MIAMI       NAPLES

NEW YORK      ORLANDO      PALM BEACH      TALLAHASSEE      TAMPA
TYSONS CORNER       WASHINGTON, D.C.       WEST PALM BEACH

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 2

The Company respectfully does not agree that historical and pro forma financial statements
are required to be included in the Information Statement in the case of an information
statement relating to a sale of substantially all of the assets of a company where only
the target’s stockholders approve the transaction and such approval is obtained by a
written consent of a majority of the stockholders and no separate vote of the stockholders
is being solicited. When the Company prepared the Information Statement, it considered
the requirements of Schedule 14C, including Item 1 of Schedule 14C that provides:

“Furnish the information called for by all of the items of Schedule
14A of Regulation 14A (other than Items 1(c), 2, 4 and 5 thereof)
which would be applicable to any matter to be acted upon at the
meeting if proxies were to be solicited in connection with the
Meeting. Notes A, C, D and E to Schedule 14A are also applicable to
Schedule 14C.”

As part of its analysis, the Company considered Item 13 of Schedule 14A which requires
certain financial and other information be disclosed if action is to be taken with respect
to the authorization or issuance of any securities otherwise than for exchange for
outstanding securities of the registrant (Item 11) or if action is to be taken with
respect to the modification of any class of securities of the registrant, or the issuance
or authorization for issuance of securities of the registrant in exchange for outstanding
securities of the registrant (Item 12). The current transaction does not involve either
of the above described actions, so the Company concluded that the financial and other
information set forth in Item 13 was not required to be disclosed in the Information
Statement.

The Company considered Item 14 of Schedule 14A, including subsection (a) relating to the
applicability of that section that provides:

“If action is to be taken with respect to any of the following
transactions, provide the information required by this Item:

    (1)

    A merger or consolidation;

    (2)

    An acquisition of securities of another person;

    (3)

    An acquisition of any other going business or the assets of a
going business;

    (4)

    A sale or other transfer of all or any substantial part of
assets; or

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 3

(5) A liquidation or dissolution.”

Notwithstanding, subsection (a) above governing the applicability of Item 14, the
Instructions to Item 14, and specifically Instruction 2 provides:

“2. (a) In transactions in which the consideration offered to
security holders consists wholly of cash, the information required
by paragraph (c)(1) of this Item for the acquiring company need not
be provided unless the information is material to an informed voting
decision (e.g., the security holders of the target company are
voting and financing is not assured).

(b) Additionally, if only the security holders of the target
company are voting:

i. The financial information in paragraphs (b)(8)-(11) of this Item
for the acquiring company and the target need not be provided; and

ii. The information in paragraph (c)(2) of this Item for the target
company need not be provided.

If, however, the transaction is a going-private transaction (as
defined by §240.13e-3), then the information required by paragraph
(c)(2) of this Item must be provided and to the extent that the
going-private rules require the information specified in paragraph
(b)(8)-(b)(11) of this Item, that information must be provided as
well.”

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 4

Additionally, the Company considered the Division of Corporation Finance’s Financial Reporting
Manual, Topic 1140.3, Business Combinations, providing in relevant part:

    Solicited

    Shareholders

    Consideration

    Financial Statements

                Target only

    Cash only

    Financial statements of
the target are not
required in the proxy
statement since security
holders are presumed to
have access to information
about their company,
unless it is a going
private transaction. See
Instruction 2(b) to Item
14 of Schedule 14A.

    Financial statements of
the acquirer are not
required unless the
information is material to
an informed voting
decision (e.g., acquirer
financing is not assured).
See Instruction 2(a) to
Item 14 of Schedule 14A.
        . . . .

No pro forma information
is required.

The current transaction involves a sale or other transfer of all or any substantial part
of the assets of the Company. In the current transaction, the stockholders of the
acquiring company (Arthrex) are not voting on this transaction and a majority of the
stockholders (58%) of the target company (Cardo Medical) have consented to the transaction
prior to the filing of the preliminary Information Statement. The stockholders of the
Company have access to information about the Company in the Company’s publicly filed
documents, including its reports on Form 8-K, 10-Q and 10-K. This is not a going private
transaction. As disclosed in the Information Statement, the Company will continue to be a
public company and the Company’s common stock will continue to trade on the OTC Bulletin
Board. The Company is receiving the consideration described in the Information Statement
and the stockholders of the Company are not receiving any consideration. The purchase
price of the proposed asset sale is to be paid wholly in cash and there is no contingency
related to a potential lack of financing.

The financial statements of the acquiring company would not be material to an informed
voting decision because the majority of the Company’s stockholders acted by written
consent on January 24, 2011 to approve the proposed transaction prior to the filing of the
Information Statement. Therefore, pursuant to Instruction 2(a) of Item 14, the financial
information required by paragraph (c)(1) of Item 14 is not required for an informed voting
decision. Additionally, pursuant to Instruction 2(b) to Item 14, the financial
information required in paragraphs (b)(8)-(11) and (c)(2) of Item 14 are not required
because only the security holders of the target company were required to approve the
transaction. Finally, this is not a going-private transaction and thus the financial
statements required by the foregoing paragraphs would not apply.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 5

The Company also considered the requirements under Item 15 of Schedule 14A assuming that
the transaction constituted the disposition of any property. Under Item 15, no historical
financial statements or pro forma financial information is required.

The Company also considered the Staff’s interpretive guidance in Question 6 of the
Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations,
Third Supplement (July 2001):

Question 6

Q: What financial statements should be filed with proxy materials
soliciting votes with respect to the sale or other transfer of all
or any substantial part of assets? See Item 14(a)(4) of Schedule
14A.

A: The registrant should provide its financial information pursuant
to Item 14(c)(1) of Schedule 14A. In addition, if authorization is
sought from security holders for disposition of a significant
business, unaudited financial statements of that business should be
provided in the proxy materials for the same periods as are required
for the registrant, along with pro forma information. The staff’s
position concerning these financial statements is not affected by
the adoption of the new rules.

The Company did not believe the above interpretive guidance applied to the Information
Statement and the transaction on the basis that the Information Statement did not
constitute proxy materials soliciting the votes of stockholders with respect to the sale
of all or substantially all of the Company’s assets.

Lastly, the Company believed it had provided information to its stockholders that
constituted the material and relevant financial impact of the transaction in the
Information Statement when it provided the following disclosure under “Summary—Structure
of the Company After the Asset Sale”:

“After completion of the Asset Sale, the Company will hold:

    •

    cash and cash equivalents in the approximate amount of
$11.3 million, excluding $900,000 held in escrow;

    •

    accounts receivable in the approximate amount of
$450,000; and

    •

    the limited liability company interests of Cardo
Medical, LLC.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 6

After the Asset Sale, our ongoing operations will consist of our
Spine Division operations, the collection of accounts receivable,
the collection of royalty payments pursuant to the terms of the
Asset Purchase Agreement, and the payment of any liabilities.”

    If the Staff believes that we should expand this narrative discussion in the Information
Statement to include additional items or considerations regarding the financial impact of
the transaction, we would gladly consider such request and revise the Information
Statement to provide additional disclosure.

    Alternatively, if the Staff disagrees with the Company’s position set forth above, the
Company is simultaneously pursuing a request for a waiver from the Office of the Chief
Accountant with respect to providing financial statements for the year ended December 31,
2010 which have not been issued and are not publicly available. The Company in such
waiver request is requesting the Staff to permit it to provide the historical financial
statements for the years ended December 31, 2009 and 2008 and the financial statements for
the nine months ended September 30, 2010.

    2.

    As a related matter, please note that if financial statements as of a date on or after the
date a component of your business has been disposed of or has been classified as held for
sale are required in a proxy statement, retrospective reclassification of all prior periods
to report the results of that component in discontinued operations is required. Please
refer to FASB ASC 205-20 for guidance on reporting discontinued operations. In that
regard, please tell us how you considered that the historical financial statements of Cardo
Medical, Inc, to be included in the Schedule 14C should be retroactively reclassified to
show discontinued operations.

    Please see our response to Comment #1.

Spine Division Sale, page 3

    3.

    Please tell us whether you plan to send another information statement with the material
information regarding the spine division sale 20 days before the spine division sale. See
Rule 14c-2(b). Cite all authority on which you rely, including any relevant authority
regarding whether applicable state law permits you to consider a transaction approved by
shareholders when you have not determined the terms of that transaction.

    In light of the Staff’s comment, we have determined to revise the Information Statement to
remove the resolution acted upon by written consent of a majority of our stockholders
providing the following, “authorized, as soon as practicable after the closing
contemplated by the asset purchase agreement, Cardo Medical to sell all of the assets of
its Spine Division on terms and conditions to be determined by the Board of Directors of
Cardo Medical.” The Company will prepare and send a separate information statement
providing the material information regarding the Spine Division sale at least 20 calendar
days before its consummation if the Company determines that such sale constitutes a sale
of substantially all of its assets under Delaware law.

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 7

The Asset Sale, page 3

    4.

    Please expand the fourth bullet point on pages 3 and 9 and the section entitled “Use of
Proceeds” on page 4 to quantify the amount of proceeds to be paid to each of your officers
and directors. For example, are any of the proceeds to be used to pay accrued salaries of
your officers? Also, please quantify the amount of your proceeds to be paid to other
related parties. For example, we note the disclosure on page 10 of your latest Form 10-Q
that you issued a promissory note to the brother of your chief executive officer.

    In response to the Staff’s comment, we have revised the
disclosure on pages 3-5, 10 and 19
of the Information Statement.

Structure of the Company After the Asset Sale, page 5

    5.

    Please expand the appropriate section to disclose who will be your officers and directors:

    •

    after the sale of your reconstructive division; and

    •

    after the sale of your spine division.

    In response to the Staff’s comment, we have revised the
disclosure on pages 5 and 20 of
the Information Statement.

A Note about Forward-Looking Statements, page 6

    6.

    We note your reference to penny stock in your latest Form 10-K. The safe harbor you cite
in the second sentence excludes penny stock issuers. Please do not invoke a safe harbor
that is not applicable.

    In our Form 10-K for the year ended December 31, 2009 and filed on March 31, 2010, we
provided in a risk factor that our common stock may be a penny stock in certain
circumstances and disclosed the risks associated with a “penny stock” characterization.
In response to the Staff’s comment, we respectfully advise the Staff that we have reviewed
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended, which
states that “penny stock” shall mean any equity security other than a security whose
issuer has:

Russell Mancuso

Branch Chief

United States Securities and Exchange Commission

March 9, 2011

Page 8

    1.

    Net tangible assets (i.e., total assets less intangible assets and liabilities)
in excess of $2,000,000, if the issuer has been in continuous operation for at least
three years, or $5,000,000, if the issuer has been in continuous operations for less
than three years; or

    2.

    Av