SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

August 8, 2007

VIA U.S. MAIL and FACSIMILE

Andrew S. Maslan
Cytomedix, Inc.
Chief Financial Officer
416 Hungerford Drive, Suite 330
Rockville, MD  20850

 RE: Cytomedix, Inc.
  Form 10-K for the fiscal year ended December 31, 2006
  Filed February 26, 2007
  File No. 001-32518

Dear Mr. Maslan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 2
Form 10-K for the year ended December 31, 2006

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 17

Comparative Results of Operations fo r the years ended December 31, 2006 and 2005,
page 18

Operating Expenses, page 18
1. We see that you present non-GAAP operati ng expenses excluding equity based
compensation. Under Item 10(e) of Regula tion S-X, registrants are not permitted
to adjust a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual if the nature of the item is such
that it is reasonably likely to recur within  two years or there was a similar charge
within the prior two years.  We also refer you to SAB T opic 14G which states that
if the company determines that a non -GAAP measure, excluding equity based
compensation, does not violate any of the pr ohibitions from inclusion in filings
with the Commission outlined in Item 10(e) of Regulation S-K, management would be required to disclose, among other items, the following:
• The reasons that the company's manageme nt believes that presentation of the
non-GAAP financial measure provides useful information to investors
regarding the company's financial co ndition and results of operations; and
• To the extent material, the additi onal purposes, if any, for which the
company’s management uses the non- GAAP financial measure that are not
otherwise disclosed.
In addition, you should consider the staff’ s response to Question 8 included in
Frequently Asked Questions Regarding th e Use of Non-GAAP Measures in June
of 2003.  Please revise in future filings.

Modified EBITDA Information Not In Conformity With Generally Accepted Accounting
Principles, page 22
2. We see that you present modified EB ITDA – Non-GAAP.  Adjusted EBITDA is
not exempt from the prohibition in Item 10(e)(1)(ii)(A) of Re gulation S-K. Under
Item 10(e) of Regulation S-X, registrant s are not permitted to adjust a non-GAAP
performance measure to eliminate or sm ooth items identified as non-recurring,
infrequent or unusual if the nature of the it em is such that it is reasonably likely to
recur within two years or th ere was a similar charge with in the prior two years.
As such, please remove this measure from future filings.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 3
Financial Statements
Statements of Operations, page 26
3. We reference the patent litigation set tlement recorded within other income
(expense) on the statement of operations.  Since the patents and license agreements appear to relate to your op erations, please tell us why you should not
record the settlement with in operating income.  We also note that you record
expenses for patent enforcement actions within operations.  Please advise.

Note 4. Licensing Agreements, page 36
4. We see that you received significant initial licensing f ees under license
agreements for the Knighton Patent.  Please tell us and clarify in future filings
your revenue recognition policy for the initi al licensing fees.  The disclosure on
page 33 that “certain” upfront license f ees are amortized over the life of the
license agreement is not clear.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions.  In this regard, please do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief