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    Unassociated Document

    August
10, 2009

    Ms. Andri
Boerman

    Staff
Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

              Re:

              Cytomedix,
      Inc.

                Form
      10-K for the year ended December 31, 2008

                Filed
      March 31, 2009

                File
      No. 001-32518

    Dear Ms.
Boerman:

    This
letter sets forth the responses of Cytomedix Inc. (the “Company”) to the
comments made in your letter to the undersigned, dated August 5,
2009.  Each of the Company’s responses are set forth below, organized
in the same manner, order and format as your letter, with your comments repeated
and our response immediately following.

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Report of Independent
Registered Public Accounting Firm, page 31

    1.  Please
amend your Form 10-K to include a signed accountant's report. Refer to Rule 2-02
(a) of Regulation S-X which requires a dated and signed auditor report by your
independent accountant and Item 302 of Regulation S-T which provides guidance on
including signatures in electronic submissions.  In addition, we note
that the auditor's consent included as Exhibit 23.1 to the Form 10K is not
signed.  Please provide a signed consent in the
amendment.

    Response:  We
acknowledge the inadvertent, omissions as noted by the Staff and concur with the
suggested amendments.  In response we have filed an amendment to our
Form 10-K on August 10, 2009 which includes a signed report and an updated
consent.

    Note 3 - Summary of
Significant Accounting Policies, page 37

    Income Taxes, page
39

    2.  We
note that you did not record any provisions for income taxes "as there are no
taxes payable due to your significant net operating loss
carryforwards".  Please explain to us in detail the applicable
U.S.GAAP tax accounting guidance you followed that allows you not to record any
tax provision.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 2 of
10

        Also
in this regard, in future filings please consider the impact of our comment on
the disclosures required by FAS ASC 740-10-50, including paragraph 9
thereof.

    Response:  The
Company accounts for income taxes in accordance with ASC
740-10-30.  The Company accounts for income taxes under the liability
method, which requires companies to account for deferred income taxes using the
asset and liability method. Under the asset and liability method, current income
tax expense or benefit is the amount of income taxes expected to be payable or
refundable for the current year. A deferred income tax asset or liability is
recognized for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credits and loss carryforwards. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

      The
Company acknowledges the comment by the staff, we have reviewed our disclosure
and believe all requirements in ASC 740-10-50 para 9 have been met; for further
clarification, the following is the proposed disclosure to be included in our
10-K for the 2009 fiscal period:

      Income
taxes

    The
Company accounts for income taxes under the liability method, which requires
companies to account for deferred income taxes using the asset and liability
method. Under the asset and liability method, current income tax expense or
benefit is the amount of income taxes expected to be payable or refundable for
the current year. A deferred income tax asset or liability is recognized for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and tax credits and loss carryforwards. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. Tax rate changes are reflected in income during the period such
changes are enacted.

    At
December 31, 2009, we have accumulated U.S. federal and state net operating tax
losses that are available to offset future taxable income and reduce future
federal and state income taxes during the carryforward period.  The
utilization of available losses depends on the generation of future taxable
income to absorb the losses.  We may not be able to use available
losses within the carryforward period.  In addition, based on
generally accepted accounting principles, we have determined for financial
accounting and reporting purposes that it is not more likely than not that we
will be able to apply or use the available losses to reduce future federal or
state income taxes during the carryforward period.  This assessment is
updated annually or more frequently based on changes in
circumstances.

    A
valuation allowance is recorded against deferred tax assets when it is more
likely than not that a tax benefit will not be realized.  The
assessment for a valuation allowance requires judgment on the part of management
with respect to the benefits that may be realized.  The Company has
concluded, based upon available evidence, it is more likely than not that the
U.S. federal, state, and local deferred tax assets at December 31, 2009, will
not be realizable.  For 2009, we did not record an income tax
provision, as a full valuation allowance has been provided against U.S. federal,
state, and local deferred tax assets.  The valuation allowance will be
reversed at such time that realization is believed to be more likely than
not.

    Note 12 - Capital Stock,
page 47

    3.  We
note that each of your Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock have a conversion feature that the preferred Stock
may be converted into your common stock at a conversion rate equal to 90% of the
twenty-day average closing price of your common stock, but in no case shall this
price be less than $3.00 per share.  Considering such conversion
terms, please explain to us how you considered the impact of the guidance at
FASB ASC 480-10-25, FASB ASC 470-20-30 and FASB ASC 470-20-65 on your accounting
for and presentation of these securities.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 3
of 10

    Response:  The
Series A and Series B Preferred Stock were issued upon emergence from bankruptcy
in 2002 to various holders of notes receivable.

    We have
reviewed the guidance in FASB ASC 480-10-25 "Distinguishing liabilities from
Equity" to determine whether the Series A and Series B Convertible Preferred
Stock should be classified as equity or a liability.  In accordance
with para. 25-8: An entity shall classify as a liability any financial
instrument, other than an outstanding share, that at inception has both the
following characteristics:

              a.

              It
      embodies an obligation to repurchase the issuer's equity shares, or is
      indexed to such an obligation

              b.

              It
      requires or may require the issuer to settle the obligation by
      transferring assets

    Per the
terms of both the Series A and Series B Convertible Preferred Stock, redemption
of the stock may only be initiated by the Company, therefore it was concluded
that the equity instrument does not embody an unconditional obligation for the
issuer to redeem the instrument.  Therefore the Preferred Stock does
not meet the definition of mandatorily redeemable and has been classified as
permanent equity in the Company's financial statements.

    There are
182,517 Preferred Shares (Series A and B combined) issued and
outstanding.  Management believes that any impact of ASC 470-20-30
"Debt with Conversion and other options" to any beneficial conversion features
within the preferred shares would be immaterial to the financial
statements.

    As we
have determined that the Series A and Series B Preferred Stock are classified as
permanent equity, we believe FASB ASC 470-20-65 "Accounting for Convertible Debt
Instruments that may be settled upon conversion" is not applicable since the
preferred stock is equity and there are no terms in the preferred agreements
which allow for settlement in cash at the holder’s option.

    Warrants and Options, page
49

    4.  Please
specifically tell us the authoritative U.S.GAAP that supports and explains how
you accounted for and presented each of the warrants listed on this
page.

    Response:

    D
Warrants, Unit Warrants, August 2008 Warrants

    The
applicable US GAAP which supports the accounting for all these warrants is the
same and the applicable terms of the agreements are similar and therefore the
information presented below is applicable for all these classes of
warrants.  The US GAAP accounting guidance reviewed is found in ASC
815-40 "Contracts in Entity's own Equity."

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

          August
10, 2009

          Page 4
of 10

    25-1 The initial balance
sheet classification of contracts within the scope of this Subtopic generally is
based on the concept that:

              a.

              Contracts
      that require net cash settlement are assets or
  liabilities.

              b.

              Contracts
      that require settlement in shares are equity
  instruments.

    25-2 Further, an entity
shall observe both of the following:

              a.

              If
      the contract provides the counterparty with a choice of net cash
      settlement or settlement in shares, this Subtopic assumes net cash
      settlement.

              b.

              If
      the contract provides the entity with a choice of net cash settlement or
      settlement in shares, this Subtopic assumes settlement in
      shares.

    The
Company's agreements do not provide for any net cash settlement provisions and
do not allow the counterparty a choice of net cash settlement or settlement in
shares.   Therefore, based on the above criteria, the Company
determined that the warrants should not be classified as liabilities, as the
warrants must be settled in shares upon receipt of cash consideration from the
holder.

    The
Company reviewed the terms of each of the warrant agreements for the below
provisions to determine if the warrants meet the criteria for equity
classification.

    25-10 Because any
contract provision that could require net cash settlement precludes accounting
for a contract as equity of the entity (except for those circumstances in which
the holders of the underlying shares would receive cash, as discussed in the
preceding two paragraphs and paragraphs 815-40-55-2 through 55-6), all of the
following conditions must be met for a contract to be classified as
equity:

              a.

              Settlement
      permitted in unregistered shares. The contract permits the entity to
      settle in unregistered shares.

    The
agreements permit the Company to settle in unregistered shares.

              b.

              Entity
      has sufficient authorized and unissued shares. The entity has sufficient
      authorized and unissued shares available to settle the contract after
      considering all other commitments that may require the issuance of stock
      during the maximum period the derivative instrument could remain
      outstanding.

    The
Company has 65,000,000 shares authorized with 33,962,623 shares outstanding at
December 31, 2008.  This allows sufficient shares available for all
9,373,560 outstanding warrants and options.

              c.

              Contract
      contains an explicit share limit. The contract contains an explicit limit
      on the number of shares to be delivered in a share
    settlement.

    All
warrant agreements include an explicit share limit.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 5
of 10

              d.

              No
      required cash payment if entity fails to timely file. There are no
      required cash payments to the counterparty in the event the entity fails
      to make timely filings with the Securities and Exchanges Commission
      (SEC).

    No such
payments are included in the terms of the agreements.

              e.

              No
      cash-settled top-off or make-whole
provisions.

    There are
no top-off or make-whole provisions in the agreements.

              f.

              No
      counterparty rights rank higher than shareholder rights. There are no
      provisions in the contract that indicate that the counterparty has rights
      that rank higher than those of a shareholder of the stock underlying the
      contract.

    There are
no rights in the agreements which would indicate that the counterparty has
rights that rank higher than those of a common stockholder.

              g.

              No
      collateral required. There is no requirement in the contract to post
      collateral at any point or for any
reason.

    The
agreements do not call for any collateral.

    As all
the criteria above have been met, the warrants do not meet the definition of a
liability and were presented as permanent equity in the Company's financial
statements.

    The
Company reviewed the disclosures in para 50-5 and believes that the Company has
included in its Form 10-K all applicable required disclosures except for point
a-5.  On a prospective basis, we will enhance our disclosures to
reflect that we have accounted for these warrants as permanent
equity.

    The
following is the form of our proposed disclosure to be included in our 10-K for
the 2009 fiscal period:  (Changes from the previously
provided disclosure are bolded.)

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

          August
10, 2009

          Page 6
of 10

    Warrants
and Options

    The
Company had the following outstanding warrants and options at December
31:

                #
      Outstanding

                Equity
      Instrument

                December
      31, 2009

                December
      31, 2008

                D
      Warrants(1)

                --

                --

                Unit
      Warrants(2)

                --

                --

                Fitch/Coleman
      Warrants(3)

                --

                --

                August
      2008 Warrants(4)

                --

                --

                Other
      warrants(5)

                --

                --

                Options
      issued under the

                   Long-Term
      Incentive Plan(6)

                --

                --

              (1)

              These
      warrants were issued in exchange for the voluntary exercise of Outstanding
      Warrants during the offer period ending May 1, 2006 and are voluntarily
      exercisable at $3.50 per share, provided that the exercise does not result
      in the holder owning in excess of 9.9% of the outstanding shares of the
      Company’s Common stock, and expire on May 1, 2011. The Company may call up
      to 100% of the class D warrants, provided that the Company’s Common stock
      must have been trading at a closing price greater than $4.50 for a period
      of at least ten (10) consecutive trading days prior to the date of
      delivery of the Call Notice, provided that the Registration Statement is