SecProbe.io

August 7, 2012

Via E -mail
Andrew Maslan
Chief Financial Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 29, 2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 15, 2012
Form 8 -K/A dated February 8, 2012
Filed March 29, 2012
File No . 001-32518

Dear Mr.  Maslan :

We have reviewed your  filing s and have the following 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 within ten business days by amending your filing, by
providing the  requested information, or by advising us when you will provide the requested
response.  If 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 r eviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Condensed Consolidated Financial Statements

Note 3. Business  Combinations, page 5

1. Please revise future filings to include the following disclosures for the acquisition of
Aldagen, Inc., as required by FASB ASC 805.

 The primary reasons for the business combination and a description of how the
acquirer obtained control  of the acquire;

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 2

  A qualitative description of the factors that make up the goodwill recognized, such as
expected synergies from combining operations of the acquiree and the acquirer,
intangible assets that do not qualify for separat e recognition, or other factors;
 The metho d of determining the fair value of equity  instruments issued as
consideration, including the replacement warrants;
 A description of the contingent consideration  arrangement and the basis for
determining the amount of the payment ;
 Significant assumptions related to the valuation of contingent consideration;
 An estimate of the range of outcomes for the contingent consideration (undiscoun ted)
or, if a range cannot be estimated, that fact and the reasons why a range cannot be
estimated. If the maximum amount of the payment is unlimited, you should disclose
that fact .

2. We see that a significant amount of purchase price was allocated to in p rocess research
and development (IPR&D). Please tell us how you determined the fair value of the
IPR&D .  Similar disclosure should also be included within critical accounting policies in
future filings.  Refer to FASB ASC 730 -10-15-4 (f) and 805 -20.

3. As a related matter, please expand future filings to include disclosure about the nature of
the IPR&D.  This disclosure may be included in critical accounting policies within
MD&A. The revised disclosure should include the following, to the extent applicable:

 Nature of projects acquired;
 Summary of values assigned to IPR&D by technology /product ;
 Status of the development of the work at acquisition date and current date;
 Nature and timing of remaining efforts for completion, including estimated
completion dat e;
 Value and risks of the purchased R&D;
 How periods subsequent to the acquisition have been affected by completion of the
project and introduction of the technology.

4. Please tell us your accounting treatment for the warrant exercises discussed on page 6.

Item 2.  Management’s Discussion and An alysis of Financial Condition and Results of
Operations

Revenues, page 21

5. We see that you received a $2.5 million non -refundable fee in February 2012 (in addition
to the $2.0 million fee received in the fourth quar ter of 2011) from a top 20 global
pharmaceutical partner.  Please tell us the amount of revenue recorded from the 2012 and
2011 fees and the basis for the amount recognized and deferred in the first quarter of
2012.   Future filings should also include enh anced disclosure about the basis for revenue
recorded and deferred from this arrangement during each period presented.

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 3

Form 8 -K/A dated February 8, 2012 filed on March 29, 2012

Exhibit 99.1  Report of Independent Registered Public Accounting Firm

6. We see from the first paragraph that Ernst & Young audited the period from March 3,
2000 (inception) through December 31, 2011.   Please have your auditors revise their
report to opine on the inception to date financial statements. In addition, the audit re port
indicates that the audit was conducted in acco rdance with “auditing generally accepted in
the U .S.” Please have your auditors revise their report to clarify that the audit was
conducted in accordance with auditing standards  generally accepted in  the U.S.  or the
standards of the Public Company Accounting Oversight Board (United States) .  The city
and state of the auditors should also be indicated in their  revised  report. Please refer to
PCAOB Auditing Standard No. 1 and Rule 2 -02 of Regulation S -X.

 Unaudited Pro Forma Condensed Combined Financial Data

7. Please tell us why you  include pro forma adjustments for the unrelated transactions
discussed on page 4 that occurred simultaneously with the closing of the acquisition of
Aldagen, Inc.   It does not appear that the adjustments are “directly attributable” to the
business combin ation under Article 11 -02(b)(6) of Regulation S -X.

8. Regarding footnotes (G) and (H), please tell us the nature of the adjustments to gain on
debt restructuring and other income (expense) and how you calculated the amount of the
adjustment.

We urge all  persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written 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.

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 4

 You may contact Kristin Lochhe ad at (202) 551 -3664 or me at (202) 551 -3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Martin James, Senior Assistant Chief Accountant,  at (202) 551 -3671  with any other
questions.

Sincerely,

 /s/ Brian Cascio
.
Brian Cascio
Accounting Branch Chief