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June 3, 2009 Letter

Denver

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Fort Lauderdale

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Jacksonville

Miami, Florida  33131-1714

Los Angeles

Madison

www.akerman.com

Miami

New York

305 374 5600 tel     305 374 5095 fax

Orlando

Tallahassee

Tampa

Tysons Corner

Michael Francis

Washington, DC

305 982 5581

West Palm Beach

michael.francis@akerman.com

June 3, 2009

VIA EDGAR

Brian Cascio

                   Accounting Branch Chief

                   United States Securities and Exchange Commission

                   Division of Corporation Finance

                   100 F Street, NE

                   Washington, D.C.  20549-6010

Re:	Cardo Medical, Inc.

     Form 10-K for the fiscal year ended December 31, 2008

     Filed March 31, 2009

     Form 10-Q/A for the quarterly period ended September 30, 2008

     File No. 000-21419

Dear Mr. Cascio:

On behalf of Cardo Medical, Inc. ("Cardo" or the "Company"), we hereby respond to the Staff's
comment letter, dated April 15, 2009, regarding the above-referenced Form 10-K and 10-Q/A.  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.

Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies and Estimates, page 37

	 Please note that the discussion of critical accounting policies and estimates should present
your analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its
application

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 2

over time.  You should address specifically why your accounting estimates or assumptions bear the risk of change.  Equally
important, you should address the questions that arise once the critical accounting estimate or assumption has been identified, by analyzing,
to the extent material, such factors as how you arrived at the estimate, how accurate the estimate/assumption has been in the past, how
much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to change in the future.  In
future filings, please consider providing a more detailed discussion of the critical estimates and assumptions involved in assessing goodwill
and intangible assets for impairment as well as in determining the fair value of stock based awards.

We have reviewed our policy for identifying and describing critical accounting policies and estimates.  In future
filings, we will provide a more detailed description and analysis of our critical accounting policies and estimates, including events and
circumstances surrounding the estimate or assumption, its historical accuracy and whether it is likely to change in the future.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page 42

In accordance with Rule 2-02(a), please have your auditors revise future reports of independent registered
public accounting firm to indicate the city and state where the report was issued.

We have noted this and will ensure the proper information is presented in future filings.

Consolidated Statements of Shareholders' Equity and Non-Controlling Interests, page 45

We see that you have included non-controlling interest within your schedule of

consolidated statement of shareholder's equity.  Please tell us the basis for your presentation and how this complies with the requirements of
Rule 3-04 of Regulation S-X.

Rule 3-04 of Regulation S-X requires an analysis of the changes in each caption of stockholders' equity and non-
controlling interests presented in the balance sheets shall be given in a note or separate statement. This analysis shall be presented in the
form of a reconciliation of the beginning balance to the ending balance for each period for which an income statement is required to be filed
with all significant reconciling items described by appropriate captions with contributions from and distribution to owners shown separately.

We note that the disclosure for non-controlling interests required by Rule 3-04 is the same as that for
components of shareholders' equity. Furthermore, during 2008 we purchased all

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 3

the non-controlling interests, so they have been converted to
Cardo equity and we no longer need to present the reconciliation in future periods.

We presented the reconciliation within the statement of shareholders' equity based on the aforementioned.
Alternatively, we could have presented the reconciliation of non-controlling interests in a separate statement or footnote. However, we believe
we are complying with Rule 3-04 and the presentation is not misleading.

In 2009 we will move this disclosure to the footnote as follows;

NOTE X - ACQUISITION OF NON-CONTROLLING INTERESTS

As a result of the aforementioned, the changes in non-controlling interests during 2008 were as follows.

(in thousands)

Balance at December 31, 2007

 $         634

Acquisition of non-controlling interest of Uni

             (15)

Acquisition of non-controlling interest of Cervical

              20

Acquisition of non-controlling interest of Accelerated

           (787)

Net loss

            148

Balance at December 31, 2008

 $                -

We reference a cash distribution to Accin Corporation shareholders of $6,201 in the consolidated statement of
cash flows for the fiscal year ended December 31, 2008.  Please tell us how this distribution is presented in the statement of
stockholder's equity.

On May 21, 2007, (1) Cardo contributed $3.75 million to Accelerated Innovation, Inc. ("Accelerated")
and (2) Accin Corporation ("Accin") contributed all of its net business assets to Accelerated. In exchange for this contribution,
Cardo got 37.5% of the ownership interests in Accelerated and Accin got the remaining 62.5% of the ownership interests of Accelerated.

We performed the required analysis in Statement of Financial Reporting Standards ("SFAS") No. 141,
"Business Combinations" (see response to comment 11 below), and determined that Accelerated should be consolidated into
Cardo as a result of this transaction.

Concurrent with the above transaction, on May 21, 2007, the $3.75 million contributed by Cardo was distributed out of
Accelerated into Accin for distribution to Accin shareholders.

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 4

Since Accelerated was consolidated into Cardo, the distribution of $3.75 million
was a capital distribution and it was recorded in the statement of stockholders equity.

Alternatively, instead of contributing the money to Accelerated for distribution to Accin, when Cardo exercised its
option to acquire the non-controlling interest of Accelerated, it purchased the interest directly from Accin.

The cash distribution of $6,201 in 2008 to the shareholders of Accin Corporation was a payment made by Cardo
directly to Accin to exercise its option to acquire the 62.5% non-controlling interest of Accelerated, which was owned by Accin.  The payment
to acquire these non-controlling interests was made directly to Accin, a non-consolidated entity. As such, it did not go through Accelerated,
and was not a capital distribution and does not appear in the statement of stockholders' equity.

This option exercise and consequent acquisition of the non-controlling interest of Accelerated was accounted for
using the purchase accounting method in accordance with SFAS No. 141.  The financial statements reflect the allocation of the purchase
price to the net assets acquired based on their fair values at the acquisition date.

Note 1, Summary of Significant Accounting Policies,  page 47

Other Assets, page 49

We see from page 39 that you recognize amortization of capitalized license fees within selling, general and
administrative expenses.  Since the license fees relate to marketing and distributing a manufacturer's products, please tell us how you
considered that the amortization of license fees should be recorded within cost of sales.

Our business model contemplates the development and offering of a full line of orthopedic implant devices. In
fact, it is critical for us to have a complete line in order to attract distributors to represent us to the customers. One of the products we need for
our line is not internally developed, but rather developed and manufactured by a third party, which also sells the product.

We could sell this product using the third party's branding; however in order to present a full line of Cardo products,
we paid a license fee to the third party to re-brand the product with the Cardo name. Such rebranding has nothing to do with the cost of the
product we're selling. It is solely to build our brand and add to the Cardo-branded product line.

The license payment had nothing to do with our purchasing of product from the counterparty. We did, and continue to
purchase the product at the standard cost. There is no difference in cost as a result of the license fee.

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 5

Consequently, this is a sales and marketing cost and we have recorded the amortization of the license fees within
selling, general and administrative expenses.

Goodwill and Other Intangible Assets, page 49

Please tell us and expand future filings to make more detailed and specific disclosure about how you identify
and measure goodwill impairment.  Discuss how your policy considers paragraphs 19 - 22 of SFAS 142 and the two-step impairment test
and how you measure fair value for purposes of this exercise. Please also expand to address the reporting unit concept, how you identified
reporting units and how you allocated goodwill to those reporting units.  Please disclose significant estimates and assumptions used in your
analysis.  In addition, tell us how you concluded that the remaining goodwill and other intangible assets are recoverable at December 31,
2008.

We Identify and Measure Goodwill Impairment

In accordance with paragraphs 19-22 of SFAS No. 142, the first step of the Company's goodwill impairment test
compares the fair value of a reporting unit with its carrying amount, including goodwill.   If the fair value of a reporting unit exceeds its carrying
amount, goodwill of the reporting unit is considered not impaired, thus the second step of the impairment test is unnecessary. If the carrying
amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount
of impairment loss, if any.  The second step of the goodwill impairment
test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.   If the carrying amount of reporting
unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess. The
loss recognized cannot exceed the carrying amount of goodwill. After a goodwill impairment loss is recognized, the adjusted carrying amount
of goodwill shall be its new accounting basis. Subsequent reversal of a previously recognized goodwill impairment loss is prohibited once the
measurement of that loss is completed.

We Measure Fair Value

With the assistance of an independent valuation firm, we measure fair value using the discounted cash flow
method.

Determination of Reporting Units

Cardo commercializes its reconstructive joint devices through its Cardo Reconstructive ("Recon") division
and its spine devices through its Cardo Spine ("Spine") division. The chief decision maker regarding these divisions is Michael
Kvitnitsky. The Division Managers are John Kuczynski for the Recon division and Joe Simpson for the Spine division.

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 6

The customers for all the products are the hospitals who pay for them, and hospitals use products from either or both
of the divisions. The hospitals approve all devices to be used in the hospital, but the individual doctors make the decisions about which device
to use.

Doctors operating within the hospitals are either reconstructive surgeons or spine surgeons. These doctors specialize
such that a reconstructive surgeon does not do spine surgery and a spine surgeon does not do reconstructive surgery. As such, the industry
is divided into two subgroups: reconstructive surgery devices and spine devices.

Following is a diagram of the structure of Cardo.

The testing for impairment was conducted at the reporting unit, or component level, which is one level below the
operating unit.  In Cardo's case, the operating units, or segments, are the Reconstructive and Spine product lines.  The reporting units are
one level below that.   In the case of the Reconstructive Division, the reporting units are the knee and hip products. For the Spine Division,
the reporting units are the licensed and internally developed products (including Cervical Xpand LLC). Following is a diagram of our reporting
units.

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 7

Allocation of Goodwill to Reporting Units

Goodwill was generated when Cardo acquired Uni-Knee LLC and Cervical Xpand LLC ("Cervical"). As
Cardo is still a very small company, it was clear which reporting units to allocate goodwill to. The goodwill resulting from the acquisition of
Uni-Knee LLC belongs in the Knee reporting unit; and the goodwill resulting from the acquisition of Cervical belongs in the Internally
Developed reporting unit under the Spine segment.

Significant Estimates and Assumptions

When preparing the discounted cash flow projections, we estimated future revenues based on the number of doctors
we thought we could reasonably expect to use our products, multiplied by the average number of products that the doctors currently using our
products use.

The cost of goods sold and other operating expenses were estimated based on our own experience in the immediate
future, and industry averages in the intermediate and long range future. Accounts receivable and inventory levels were based on sales, as
these accounts typically increase and decrease proportional to revenue.

Mr. Brian Cascio

Accounting Branch Chief

June 3, 2009

Page 8

The Cervical goodwill assessment assumed that since the submission of its product under rule 510(k) to the FDA was
rejected, the only alternative to commercialize the Cervical product was to undergo clinical trials. In order to do this, we estimated it would
cost $1.5 million to redesign it and $25 million to conduct all phases of clinical trials.

Remaining Goodwill and Other Intangible and Long Lived Assets

In accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long Lived Assets," and with
the assistance of a third party valuation firm, we tested the other intangible and long lived assets by comparing the sum of the undiscounted
cash flows stemming from the long lived asset to its carrying value.  Based on this analysis, it was determined that the other long lived assets
were not impaired.

Furthermore, since the fair value of the equity of the knee reporting unit was higher than its carrying value, we
determined the goodwill allocated to the knee reporting unit was not impaired.

Finally, ostensibly as a result of the FDA's rejection of our 510(k) application and the requirement to conduct clinical
trials in order to bring the spine product to market, we determined that the goodwill associated with the Cervical acquisition had been
impaired. Accordingly, we recorded an impairment charge of $1,457,014.

Share Based Payment, page 49

We note that you base your historical volatility on the Dow Jones index of small

cap medical device companies in addition to an index of similarly situated public companies.  Please explain to us how you use the index in
calculating hi