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      Unassociated Document

    August
      17, 2007

    U.S.
      Securities and Exchange Commission

    Mail
      Stop
      6010

    Washington,
      DC 20549

            Re:

              Cytomedix,
                Inc. (the “Company”)

    Form
      10-K
      for the fiscal year ended December 31, 2006

    Filed
      February 26, 2007

    File
      No.
      001-32518

    Ladies
      and Gentlemen:

    Filed
      today is our response to the Security and Exchange Commission’s (“SEC” or
“Commission”) letter to the Company dated August 8, 2007 regarding the Form 10-K
      for the fiscal year ended December 31, 2006. 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-K.

    Form
      10-K for the year ended December 31, 2006

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

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

    Operating
      Expenses, page 18

            1.

              We
                see that you present non-GAAP operating expenses excluding equity
                based
                compensation. Under Item 10(e) of Regulation 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 Topic 14G which states that if the company determines that
                a
                non-GAAP measure, excluding equity based compensation, does not violate
                any of the prohibitions 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 management believes that presentation of the
                non-GAAP financial measure provides useful information to investors
                regarding the company’s financial condition and results of operations;
                and

            §

              To
                the extent material, the additional 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 the Use of Non-GAAP Measures in June of
      2003. Please revise in future filings.

    Response

    The
      Company has elected to remove the non-GAAP disclosure.. In fact, the Company
      had
      already removed the aforementioned non-GAAP measures, beginning with its Form
      10-Q for the period ended March 31, 2007 filed with the SEC on May 8,
      2007.

    Modified
      EBITDA Information Not In Conformity With Generally Accepted Accounting
      Principles, page 22

            2.

              We
                see that you present modified EBITDA - Non-GAAP. Adjusted EBITDA
                is not
                exempt from the prohibition in Item 10(e)(1)(ii)(A) of Regulation
                S-K.
                Under Item 10(e) of Regulation 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. As such, please
                remove this measure from future
                filings.

Response

    The
      Company has elected to remove the non-GAAP disclosure. In fact, the Company
      had
      already removed the aforementioned modified EBITDA - Non-GAAP disclosure,
      beginning with its Form 10-Q for the period ended March 31, 2007 filed with
      the
      SEC on May 8, 2007.

    Financial
      Statements

    Statements
      of Operations, page 26

            3.

              We
                reference the patent litigation settlement recorded within other
                income
                (expense) on the statement of operations. Since the patents and license
                agreements appear to relate to your operations, please tell us why
                you
                should not record the settlement within operating income. We also
                note
                that you record expenses for patent enforcement actions within operations.
                Please advise.

    Response

    The
      Company’s patent and license strategy has resulted in the monetization of its
      patents in two ways:

            §

              licensing
                of its technology to suitable companies for prospective use in exchange
                for a royalty fee

            §

              settlement
                via agreed upon compensation to the Company for prior
                infringement

    Inherent
      in this strategy is the belief that there exist only a select few opportunities
      for settlements of prior infringement. Since the Company implemented this
      strategy in 2004, 6 companies (of its 8 licensees) have provided compensation
      (some only nominal) for prior infringement. The Company has no current plans
      to
      pursue patent infringement settlements and therefore believes it to be unlikely
      that it will realize similar patent settlement income in the future. However,
      the Company is actively seeking additional licensees for its technology for
      use
      on a prospective basis. Therefore, the Company believes that any recoveries
      realized as compensation for prior infringement falls outside its core business
      operations as it is not something that is expected to recur. However, the
      Company does record licensing fees, related to current sales of covered
      products, as part of royalty revenue which is included in Operations. The
      Company feels that this classification provides the clearest picture to
      investors seeking to analyze the Company’s historical performance and prospects
      for the future.

    The
      majority of costs associated with both licensing fees and patent infringement
      settlements are contingent fees, due upon receipt from the licensor or
      infringer. These costs are matched with the corresponding income. For example,
      the contingent legal fees related to patent infringement compensation are netted
      with the related income in the Other income (expense) line, whereas the
      contingent legal fees relating to Royalty revenue (arising from licensing fees
      related to current sales of licensees’ products) are reflected in the Cost of
      royalties line.

    Certain
      direct expenses (e.g., travel reimbursement, expert witness fees, court costs)
      that have supported the Company’s overall efforts to enforce its patents have
      been recorded as Operating expenses.

    The
      Company believes that the above described treatment effectively groups costs
      with the income stream to which they relate and provides the investor or other
      reader of the financial statements with the most appropriate means to analyze
      the Company’s results of operations and thereby assess the historical
      performance, identifiable trends, and future potential of the
      Company.

    Note
      4. Licensing Agreements, page 36

            4.

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

    Response

    The
      term “Initial licensing fees”, as used in the Company’s filings with the SEC,
      may reflect either compensation for a prior infringement or an up-front fee
      provided to the Company as an inducement for it to grant a license to its
      technology. In the case where the fee relates to prior infringement and is
      deemed collectible, the present value of the settlement amount, net of related
      contingent fees, is recorded at the time of the agreement (and reflected in
      the
      Other income (expense) line as discussed above). In the case where the up front
      fee is provided as an inducement to the Company to enter into an agreement,
      and
      therefore relates to the use of the Company’s patents for some future period,
      the amount is recorded as deferred revenue and amortized to revenue on a
      straight-line basis over the term of the license agreement.

    In
      consideration of the Commission’s comment on this matter, the Company has
      realized that “Initial license fee” is not the optimal term to describe the two
      divergent types of up-front payment it has historically received. In future
      filings, the Company will amend its terminology and clarify its disclosure
      surrounding revenue recognition for these up-front payments.

    The
      Company acknowledges 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

    We
      appreciate your comments regarding our filing and are pleased to provide the
      responses above. If you have any further questions, or if we may be of any
      assistance, please contact the undersigned at 240-499-2680.

    Very
      truly yours,

    Andrew
      Maslan