SecProbe.io

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May 11, 2005

U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 03-09
Washington, D.C. 20549
Attn: Jim Rosenberg

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

Ladies and Gentlemen:

Filed today is our response to the Commission's letter to the Company dated May
6, 2005 regarding the Form 10-KSB for the fiscal year ended December 31, 2004.
Set forth below is the text of each of the comments contained in the SEC letter
and the Company's responses thereto. The headings and numbered paragraphs below
correspond to the headings and paragraph numbers in the SEC letter. Page
references in the Company's response to the SEC comments correspond to the page
numbers in the Form 10-KSB - Annual Report.

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.

      Response

      We have reviewed the guidance contained in paragraphs 8 and 9 of FAS 2.

      We wish to point out that the primary focus of the Company is the
      treatment of chronic, non-healing wounds through our existing proprietary
      AutoloGel(TM) System which is used to produce the platelet rich plasma
      gel. We currently market and sell this product as a continuing commercial
      activity throughout the United States.

      We have not been able to obtain mass market penetration of the
      AutoloGel(TM) System as further explained in our corporate history,
      strategy and clinical trials sections in the Form 10-KSB pages 2-4.

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U.S. Securities and Exchange Commission
May 11, 2005
Page 2

      We have identified several significant areas that we believe must be
      addressed before mass market penetration of the AutoloGel(TM) System can
      be achieved.

      o     The first area involves reimbursement from third-party payers. We
            believe a necessary predicate to securing this broad reimbursement
            is through obtaining a national reimbursement code. The process to
            obtain a reimbursement code from the Centers for Medicare and
            Medicaid Services ("CMS"), while independent of the FDA approval
            process, is subject to similar procedural and independent clinical
            testing as required by the FDA in order to establish product safety
            and efficacy.

      o     The second area involves securing Food and Drug Administration
            ("FDA") clearance or approval of the AutoloGel(TM) System for
            specific clinical indications such as for the treatment of
            non-healing diabetic foot ulcers, in order to increase the clinical
            acceptance and marketing of this technology. Additionally, many
            clinicians are reluctant to prescribe products that have not been
            approved by the FDA, notwithstanding the scope of the "physicians
            practice of medicine". Further, without FDA approval, the Company's
            ability to make claims for the AutoloGel(TM) System regarding its
            use to treat or heal wounds is limited.

      The clinical trials are solely to facilitate obtaining a national
      reimbursement code and securing Food and Drug Administration ("FDA")
      clearance or approval, neither of which is required for us to market and
      sell our products but, both of which are needed to obtain mass market
      penetration.

      The clinical trials are not designed to discover new knowledge, nor modify
      existing products or processes - they are designed to further enhance the
      marketability of our existing commercial product. Consequently, after
      re-visiting FAS 2 paragraphs 8, 9 and 10 (excluded items from research
      and development) we re-affirm these are not research and development
      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.

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U.S. Securities and Exchange Commission
May 11, 2005
Page 3

      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.

      Response

      We wish to point out the following items:

      Paragraph 18 of SOP 90-7 Financial Reporting by Entities in Reorganization
      Under the Bankruptcy Code define its scope as: "18 This statement of
      position applies to financial reporting both by entities that have filed
      petitions with the Bankruptcy Court and expect to reorganize as going
      concerns under Chapter 11 and by entities that have emerged from Chapter
      11 (emerging entities) under confirmed plans."

      Paragraph 16 of SOP 90-7 indicates that prior to SOP 90-7 ".16 ...
      Further, the financial reporting literature provides no specific guidance
      for financial reporting by entities emerging from Chapter 11
      reorganization under confirmed plans."

      Paragraph 66 of SOP 90-7 indicates that: ".66 This entire statement of
      position shall become effective for financial statements of enterprises
      that have filed petitions under the Bankruptcy Code after December 31,
      1990. Additionally, for enterprises that file petitions prior to January
      1, 1991, and that have plans of reorganization confirmed after June 30,
      1991, paragraphs .35 through .42 of this SOP shall be applied to their
      financial statements. Earlier application by entities in reorganization is
      encouraged."

      As indicated in Paragraph 38 of SOP 90-7 this SOP was updated in March
      2003 to reflect the conforming changes necessary due to the issuance of
      FASB Statement Nos. 141 and 142. Paragraph 38 also provides the guidance
      for the recognition of excess reorganization value:

      .38 Entities that adopt fresh-start reporting in conformity with paragraph
      .36 should apply the following principles:

      o     The reorganization value of the entity should be allocated to the
            entity's assets in conformity with the procedures specified by FASB
            Statement No. 141, Business Combinations. If any portion of the
            reorganization value cannot be attributed to specific tangible or
            identified intangible assets of the emerging entity, such amounts
            should be reported as goodwill in accordance with paragraph 6 of
            FASB Statement No. 142, Goodwill and Other Intangible Assets.

      o     Each liability existing at the plan confirmation date, other than
            deferred taxes, should be stated at present values of amounts to be
            paid determined at appropriate current interest rates.

      o     Deferred taxes should be reported in conformity with generally
            accepted accounting principles. Benefits realized from
            preconfirmation net operating loss carryforwards should first reduce
            reorganization value in excess of amounts allocable to identifiable
            assets and other intangibles until exhausted and thereafter be
            reported as a direct addition to paid-in capital.

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U.S. Securities and Exchange Commission
May 11, 2005
Page 4

      o     Changes in accounting principles that will be required in the
            financial statements of the emerging entity within the twelve months
            following the adoption of fresh-start reporting should be adopted at
            the time fresh-start reporting is adopted.

      [Revised, March 2003, to reflect conforming changes necessary due to the
      issuance of FASB Statement Nos. 141 and 142.]

      FASB 141 Summary indicates: "This Statement addresses financial accounting
      and reporting for business combinations and supersedes APB Opinion No. 16,
      Business Combinations, and FASB Statement No. 38, Accounting for
      Preacquisition Contingencies of Purchased Enterprises." There was no
      business combination and therefore this FASB is not applicable.

      FASB 142 paragraph 9 indicates: "... The cost of a group of assets
      acquired in a transaction other than a business combination shall be
      allocated to the individual assets acquired based on their relative fair
      values and shall not give rise to goodwill." There were no assets acquired
      in a transaction and therefore this paragraph is not applicable.

      FASB 142 paragraph 6 indicates: "6. This Statement applies to goodwill and
      other intangible assets recognized on the acquisition of some or all of
      the noncontrolling interests in a subsidiary--whether acquired by the
      parent, the subsidiary itself, or another affiliate. 5 This Statement,
      including its transition provisions, applies to amounts recognized as
      goodwill in applying the equity method of accounting and to the excess
      reorganization value recognized by entities that adopt fresh-start
      reporting in accordance with AICPA Statement of Position 90-7, Financial
      Reporting by Entities in Reorganization Under the Bankruptcy Code. That
      excess reorganization value shall be reported as goodwill and accounted
      for in the same manner as goodwill." FASB 142 specifically acknowledges
      SOP 90-7 and includes it within its scope as noted in paragraph 6.

      EITF 98-3 paragraph 4 indicates that the scope of the EITF is as follows:
      "4. The issues are whether the exchange of assets or groups of assets
      involving the receipt of a consolidated business can be considered an
      exchange of similar productive assets accounted for at historical cost
      pursuant to paragraph 21 of Opinion 29 and how a "business" should be
      defined. There was no exchange of assets and therefore this EITF is not
      applicable.

      To conclude, our position is the SOP 90-7 is the appropriate authoritative
      guidance applicable to our emergence from bankruptcy as validated in
      paragraph 6 of FASB 142. As required by SOP 90-7 paragraph 38 we allocated
      excess reorganization value to goodwill. FASB 141, 142 and EITF 98-3 did
      not apply to our emergence from bankruptcy as there was no business
      combination, exchange of assets nor acquisition of assets.

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U.S. Securities and Exchange Commission
May 11, 2005
Page 5

The Company acknowledges that:

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

      o     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

      o     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 appreciate your prompt response to our filing. If you have any questions, or
if we may be of any assistance, please contact the undersigned or Steven Polkoff
at (847) 726-8100, of L J Soldinger Associates LLC, our independent registered
accounting firm.

Very truly yours,

/s/ William Allender

William Allender

Encl.
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