SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

May 6, 2005

Mr. William Allender
Chief Financial Officer
Cytomedix, Inc.
416 Hungerford Drive
Rockville, Maryland 20850

Re:	Cytomedix, Inc.
	Form 10-KSB for the fiscal year ended December 31, 2004
	File No. 000-28443

Dear Mr. Allender:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please provide us the supplemental information
requested within 10 business days of the date of this letter or
tell
us when you will provide a response prior to the expiration of the
10-day period.  Please furnish a letter with your supplemental
responses that keys your responses to our comments.  Detailed
letters
greatly facilitate our review.  You should file the letter on
EDGAR
under the form type label CORRESP.  Please understand that we may
have additional comments after reviewing your responses to our
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Statements of Operations, page F-4
1. We acknowledge your disclosure on page 10 wherein you assert
existing activities are not considered research and development.
In
your response, please expand on your assertion by analyzing the
guidelines provided by paragraphs 8 and 9 of FAS 2 as it relates
to
your activities.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies, Basis of
Presentation, page F-19

Note 9 - Intangible Assets, page F-25
2. We acknowledge your accounting policy disclosure on page F-19
wherein you indicate excess reorganization value will be treated
"similar to goodwill."  We also acknowledge you are a development
stage enterprise, as explained on page 16 of your MD&A.

We note that paragraph 9 of FAS 142 does not allow for goodwill
recognition from a transaction unless it results from a business
combination. Furthermore, footnote 4 of FAS 141 refers to EITF 98-
3
to define when net assets constitute a business.  In so doing,
paragraph 6(f) of EITF 98-3 clarifies "if the transferred set is
in
the development stage and has not commenced planned principal
operations, the set is presumed not to be a business."  In light
of
your reference to SOP 90-7, we believe the aforementioned
pronouncements provide the highest level of accounting guidance
for
your facts and circumstances.

Please provide us your analysis supporting the recognition of
excess
reorganization value considering your status as a development
stage
enterprise; in your response please identify specific portions of
accounting literature supporting your position.

	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 company and its management are in
possession of all facts relating to a company`s 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 the company acknowledging that:

* 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.

      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.

      You may contact Jason Lawson, staff accountant, at (202)
824-
5226 or Kevin Woody, Branch Chief, at (202) 942-7332 if you have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
Mr. William Allender
Cytomedix, Inc.
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