SecProbe.io

September 14, 2010
 Martin P. Rosendale Chief Executive Officer Cytomedix, Inc. 416 Hungerford Drive, Suite 330
Rockville, Maryland 20850

Re: Cytomedix, Inc.
  Registration Statement on Form S-3
Filed August 19, 2010
  File No. 333-168936

Dear Mr. Rosendale:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Selling Security Holders, page 10

1. Given the nature and size of the transaction being registered, please tell us your basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made on a shelf basis under Rule 415(a)(1)(i).  Pl ease also address the
following in your response.
• It appears that the selling s ecurity holders currently do not  have the right to acquire
333,334 of the shares underlying warrants that  were issued pursu ant to the guaranty
agreements.  Please advise how you concluded th at it is appropriate to register these
shares for resale.

• We note your disclosure on page 15 that the warrants issued pursuant to the guaranty
agreements were issued in part to secure  your obligations under the promissory note
that was executed in connection with your  acquisition of Sorin Group USA, Inc.
Please advise whether any proceeds from the resale of shares being offered on this

Martin P. Rosendale
Cytomedix, Inc.
September 14, 2010 Page 2

registration statement will be used to repay the company’s debt obligations under the
promissory note.

• With a view toward disclosure, please tell  us whether any of the selling security
holders were affiliated with Sorin Group USA, Inc.

2. With respect to the shares to be offered for resale by each selling secu rity holder that is a
legal entity, please disclose th e natural person or persons who exercise the sole or shared
voting and/or dispositive powers with respec t to the shares to be offered by that
shareholder.

3. Please tell us whether the selling shareholders  are broker-dealers or affiliates of a
broker-dealer.
 Signatures, page 25

 4. Please revise to indicate below the second pa ragraph of text required on the signature
page who is signing in the capac ity of controller or principal accounting officer.  Refer to
Instruction 1 to Signatures on Form S-3.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation

Martin P. Rosendale
Cytomedix, Inc. September 14, 2010 Page 3

of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Celia Soehner at  (202) 551-3463 or Mary Beth Br eslin, Senior Attorney, at
(202) 551-3625 with any questions.
Sincerely,

Russell Mancuso Branch Chief
 cc (via facsimile): F. Alec Orudjev, Esq. — Cozen O’Connor