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August 12, 2010 Letter

9701 Wilshire Blvd., Suite 1100 Beverly Hills, CA 90212

T  310-274-2036

F  310-271-2632

E  info@CardoMedical.com

August 12, 2010

VIA EDGAR

Mr. Brian Cascio

   Accounting Branch Chief

   United States Securities and Exchange Commission

   Division of Corporate Finance

   100 F Street, N.E.

   Washington, D.C. 20549-4631

Re:	Cardo Medical, Inc.

         Form 10-K for the fiscal year ended December 31, 2009

         Filed March 31, 2010

         Form 10-Q for the fiscal quarter ended March 31, 2010

         File No. 000-21419

Dear Mr. Cascio,

This letter is in response to the Staff's comment letter dated July 16, 2010, regarding the
above-referenced Form 10-K and 10-Q for Cardo Medical, Inc. (the "Company", "Cardo",
"we", "us" or "our").  Please note, on July 28, 2010, we requested, and were granted,
an extension to submit our response until August 13, 2010.  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.

For 10-K for the fiscal year ended December 31, 2009

1. 	Please demonstrate to us how you determined the
aggregate market value of common equity held by non-affiliates disclosed here. Show us all calculations. Include in your
response, at a minimum: (1) the price of your common equity on
the last business day of your quarter ended June 30, 2009; (2) the number of shares outstanding on that date; and (3)
the identities of each affiliate who held your common equity on that date and the amount of common equity each affiliate
held.

We calculated our June 30, 2009 non-affiliate market value using the closing share price of our
common stock as quoted on the OTCBB on that date of $1.25.  The total outstanding shares on that date was
203,360,271 and the total outstanding shares included in the non-affiliate calculation was 54,712,244.  For purposes of
this calculation we excluded shares held by our officers, directors, and 5% or greater stockholders, as well as shares
held by family members and business associates of Dr. Andrew Brooks (our Chairman and Chief Executive Officer),
which shares were acquired in connection with our initial merger transaction or in our June 30, 2009 private placement,
and which stockholders each delivered a two-year lock-up agreement with respect to these shares.  We view these
shares as not in the public float for at least the term of the lock-up agreements (which expire on August 29, 2010) and
determined that it was appropriate to exclude these shares from the non-affiliate market value calculation.  We have
consistently applied this approach to our non-affiliate market value calculation when we initially filed our Registration
Statement on Form S-3 on February 8, 2010 and when our Form S-3 was amended by the filing of our Annual Report on
Form 10-K on March 31, 2010.

The calculation for June 30, 2009 is provided below.  Also below are the names of our executive
officers, directors, and 5% stockholders and their respective holdings at June 30, 2009. We have not included the names
of family and associates of Dr. Brooks whose shares were excluded from the non-affiliate market value calculation;
however, their aggregate holdings at June 30, 2009 are noted.

Total shares issued and outstanding

       203,360,271

Less:  Dr. Andrew Brooks

       (61,823,189)

            Michael Kvitnitsky

       (28,916,654)

            Derrick Romine

            (677,941)

            Frost Gamma Investments Trust

       (30,965,196)

            Thomas Morgan

         (7,855,616)

            Ronald Richards

            (667,205)

            Subbarao Uppaluri

            (338,967)

            Steven Rubin

              (45,197)

            Aggregate family/business associates

       (17,358,062)

Total non-affiliate shares

         54,712,244

Closing share price, June 30, 2009

$1.25

Aggregate market value of common equity

      held by non-affiliates

$

68,390,305

Item I. Business, page 1

Third-Party Reimbursement, page 12

2. 	Please tell us, and revise future filings to disclose, whether third-party
payors currently reimburse healthcare providers for procedures involving your products.

Our payor relationship is directly with the hospital and we do not receive payment from third-party payors.
Our products are sold directly to hospitals and or distributors. Healthcare providers are reimbursed by
third-party insurance payors for the professional component of the procedure. Healthcare providers are not reimbursed
from third-party payors for the cost of our products sold to the hospitals and or distributors.

We have noted your comment and will ensure the information above is integrated into the third-party
reimbursement discussion in future filings.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of

   Operations, page 35

Liquidity and Capital Resources, page 41

3. 	We reference the disclosure that one of your most
significant uses of cash related to the build-up of inventory. In this regard, we see that inventory significantly increased
from $942,000 at December 31, 2008 to $3.2 million at December 31, 2009. Please tell us why inventory has
substantially increased at December 31, 2009. Future filings should include a discussion of the underlying reasons for
and the impact of significant changes in financial condition, including investments in inventory and capital expenditures.
Refer to Item 303 of Regulation S-K.

We have noted your comment and will expand future disclosures to
provide additional detail regarding the underlying reasons for and the impact of significant changes in financial condition
including significant build-ups of inventory. Our discussion related to this matter will be expanded in our Form 10-Q for
the quarterly period ended June 30, 2010 and in future filings, substantially as follows:

In order to meet our projected revenue objectives for the remainder of 2010 and 2011 it is
necessary to accumulate certain minimum required levels of inventory at hospitals and with distributors and sales
personnel. Further, additional sets of instrument trays are needed to ensure such trays are available at every surgical
location. Consequently, significant cash is used in operating and financing activities to meet our inventory needs. In
order to achieve our growth objectives, we are considering different strategies, including organic sales increases with
new and existing health care facilities and growth through acquisitions. As a result, we are evaluating and we will
continue to evaluate other companies and businesses for potential synergies that would add value to our existing
operations.

4. 	As a related matter, please also tell us how you determined that none of your inventory is impaired at
December 31, 2009.

Our finished goods products have a long shelf-life, ranging from 8 to
10 years. As noted above in our response to comment #3, certain minimum required levels of every size per product are
needed in order to participate in a surgery. If a surgical procedure requires three inventory products, our operating room
representative is required to have on hand two sets of every available size for those three products, which may be up to
120 inventory items per single surgery. Because we service several hospitals in multiple geographic locations we must
maintain significant quantities of inventory in finished goods for immediate replenishment.

On a quarterly basis we evaluate our inventory balances to determine the quarter in which we
expect our inventory to be consumed. Our evaluation is dependent upon future sales projections. All of our base-level
inventories are projected to be consumed between the 1st quarter of 2011 and the 4th
quarter of 2011. We do not have any inventory items in stock that are no longer available for sale; therefore, we do not
have any obsolete inventory. Although the infrequently used larger sizes are slower moving inventory items, as the
expected number of surgeries increase over time, the likelihood of these items being consumed also increases. At such
time that management believes a significant amount of slow moving inventory items are not likely to be used in
surgeries, we will establish a reasonable inventory reserve.

Consolidated Financial Statements

Note 7. Vertebron Transaction, page 54

5. 	We also see that the transaction to acquire Vertebron did not meet the definition
of a business combination and was accounted for as an asset purchase. Please provide the basis in the accounting
literature for your accounting treatment and tell us why the transaction does not represent the acquisition of a business
which should be accounted for under FASB ASC 805.

The Company performed an analysis of the accounting literature in
FASB ASC 805 in order to determine whether the Vertebron transaction met the definition of a business combination. As
indicated in ASC 805, the transaction would not qualify as a business combination if the acquired assets did not
constitute a business. ASC 805 indicates that "a business consists of inputs and processes applied to those inputs
that have the ability to create outputs."  Based on several factors, including the layoff of Vertebron's entire
workforce, the dissolution of its management team, and uncooperative vendors, customers and distributors, it was
determined that there were no inputs or processes included in the acquired asset set, and therefore such asset set did
not constitute a business. In fact, the only remaining assets acquired of any value were inventories. Consequently, we
concluded that the Vertebron transaction was not a business combination. See Exhibit A to this response letter
for our analysis at the time of the transaction.

6. 	In this regard, we reference the statement on page 5 that you acquired all intellectual
property rights owned by Vertebron. Please tell us how you determined the allocation of the purchase price and the
reason this was allocated entirely to inventory with no allocation to any intangible assets.

At the date of the Vertebron transaction, there were other market
participants who were selling virtually the same products offered by Vertebron. None of the products or technologies
owned by Vertebron possessed any technological advantages over current spinal market products nor were they
particularly unique. Further, prior to the Vertebron transaction, Cardo had already received 510(k) approvals from the
FDA to use approximately 90% of the technologies owned by Vertebron. In addition, we had acquired a licensing
agreement to sell Vertebron's products. Thus, it was not necessary for us to acquire the intellectual property to continue
selling the product or have it manufactured for us. Furthermore, since others were already selling products that were
ostensibly the same, there was little or no value of the intellectual property in the market as a whole.

We acquired the Vertebron asset set in an open-bid bankruptcy auction. The fact that our bid
was highest and the replacement cost of the inventory far exceeded our bid price, further evidences the minimal value
attributed to the intellectual property. The value of the Vertebron asset set was the inventory, which was discounted
significantly compared to the prices for which we would ordinarily purchase it. Therefore, we allocated the entire $1.3
million purchase price to inventory.

Item 15. Exhibits. Financial Statement Schedules. page
67

7.
	Given the disclosure on page 22 of the registration statement on Form S-3 you
filed on February 8, 2010 about incorporating your future filings by reference, it appears you were required to file your
auditor's consent as an exhibit to your annual report on Form 10-K. See Regulation S-K Item 601(b)(23). Please amend
your Form 10-K accordingly or file that consent as an exhibit to an appropriate Exchange Act filing, as appropriate.

In response to the Staff comment, and in accordance with our
conversation with the Staff regarding this matter, we filed the inadvertently omitted consent under cover of Form 8-K on
August 12, 2010.

Form 10-Q for the fiscal quarter ended March 31, 2010

Condensed Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies, page 4

8. 	In future filings please provide a more substantive discussion of management's plan
to continue to raise capital and generate positive cash flows from operations, including the related uncertainties and
anticipated cash requirements over the next 12 months. You should also address your plans to address profitable
operations. The disclosure should include a viable plan that would allow you to continue as a going concern for at least
12 months following the date of the financial statements.

We have noted your comment and we will expand future disclosures
to provide additional detail regarding the status of our plans to address profitable operations. Our discussion related to
this matter will be expanded in our Form 10-Q for the quarterly period ended June 30, 2010 and in future filings,
substantially as follows:

As reflected in the accompanying financial statements, the Company had losses from operations
of $2,937,000 and negative cash flows from operations of $2,593,000 during the six months ended June 30, 2010, an
accumulated deficit of $14,102,000 and limited cash to fund its future operations.
Management anticipates that the Company will sustain losses through the fourth quarter of 2010 and require additional

capital to supplement operations.
Thus far, the Company has been able
to finance its operating losses through a series of equity issuances.  Nevertheless,
there is no assurance that the
Company will be able to finance any future operating losses and as such, there is substantial doubt about the
Company's ability to continue as a going concern. Management is actively seeking various sources of financing;
however, there are no assurances that any such financing can be obtained on favorable terms, if at all. Management is
closely monitoring its operating costs to conserve cash until additional funds become available through financing or
operating activities.

9. 	In addition, please tell us how you considered the going concern matters in your
assessment of the recoverability of goodwill and long lived assets.

The financial statement footnotes included in our Form 10-K for the
year ended December 31, 2009 indicate that Cardo's goodwill and long-lived assets are assessed for impairment
annually at the end of the fourth quarter. The going concern matters, which were considered in our impairment analysis
at December 31, 2009, had not changed significantly between the filing of the December 31, 2009 Form 10-K and the
March 31, 2010 Form 10-Q. Although our internal financial forecasts, which were an integral part of the annual
assessment, were modified to reflect up-to-date information, the results continued to reflect positive cash flows and
profitable operations within a reasonable period of time. Accordingly, our management determined that no events or
changes in circumstances during the quarter ended March 31, 2010, or through the date of filing the corresponding Form
10-Q, warranted an interim assessment of the carrying values of its goodwill or long-lived assets.

In connection with responding to the Commission's comments, we
acknowledge the following:

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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.

We believe the responses provided above fully address the Staff's comments. If you have any
que