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CORRESP
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filename1.htm

    Unassociated Document

    August 28,
2009

    Ms. Andri
Boerman

    Staff
Accountant

    Division
of Corporation Finance

              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 20, 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

     Note 3 -
Summary of Significant Accounting Policies, page
37

     Income
Taxes, page 39

    1.  You stated in your response to our prior
comment 2 that you account for income taxes in accordance with FASB ASC
740-10-30.  You also stated you believe you have included all disclosures
required under paragraph 9 of FASB ASC 740-10-50 in your 2008 Form 10-K.
Please tell us why you believe your current tax disclosures comply with the
guidance in paragraphs 9 (a) and 9 (b) of FASB ASC 740-10-50 which requires you
to disclose the significant components of income tax
expenses or benefits including current tax expense (or benefit) and deferred tax
expense (or benefit).  Specifically, while we expected the “Total income
tax (expense) benefit” reflected in the referenced disclosures to be $0 for
fiscal 2008 and 2007, tell us why you do not include disclosures (on a “gross”
basis) of current and/or deferred amounts for the periods presented.  Since
deferred tax expenses are defined as “The change during the year in an entity’s
deferred tax liabilities and assets” and we noted from your disclosures on page
47 that there were changes in your deferred tax liabilities and assets during
2008, please explain to us why you believe the referenced disclosures are not
required to present current or deferred gross tax amounts.  Your response
should address how the current amounts of $0 presented for current tax expense
(or benefit) and deferred tax expense (or benefit) in the referenced disclosures
are supported by the guidance at FASB ASC 740-10-30 and why you believe your
current disclosures satisfy the requirements of paragraphs 9 (a) and 9 (b) of
FASB ASC 740-10-50.

    United States Securities and Exchange
Commission

    Division of Corporation Finance

    August 28, 2009

    Page 2 of 2

    Response:
The Company accounts for income taxes in accordance with ASC 740-10-30 and ASC
740-10-50.    The Company does not have income tax expense
allocated to components other than income from continuing operations.  The
current tax expense for federal and state income tax is $0, therefore, the
disclosure is in accordance with ASC 740-10-50 para 9(a).  The deferred tax
expense shown on page 46 of the financial statement is not shown on a gross
basis, as noted in ASC 740-10-50 para 9(b), however, the significant components
of deferred tax expense attributable to continuing operations can be obtained
from the comparative table of all deferred tax liabilities and assets shown on
page 47.

    The
Company acknowledges that additional disclosure in the disclosure of deferred
tax expense on page 46 on a gross basis is appropriate and will be made in
future filings.  The following is the proposed form of disclosure (dollar
amounts are for example purposes only) to be added to future
filings:

              2009

              2008

              Current:

              Federal

            $
            —

            $
            —

              State

            —

            —

              Deferred:

              Federal

            200,000

            100,000

              State

            10,000

            50,000

              Net operating loss
      carryforward

            500,000

            450,000

              Valuation
      allowance

            (710,000
            )

            (600,000
            )

              Total income tax (expense)
      benefit

            $
            —

            $
            —

    Thank you
very much for your consideration.  If you have any questions regarding this
letter, please contact me directly at (240) 499-2682.

    Sincerely,

    /s/ Andrew S. Maslan

    Andrew S.
Maslan

    Chief
Financial Officer

              Cc:

              Mr. Martin P. Rosendale, CEO Cytomedix,
      Inc.

              Mr. Alec Orudjev, Cozen
      O’Connor