SecProbe.io

June 29, 2010

Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics, Inc.  Form 10-K for the fiscal year ended December 31, 2009
Filed March 12, 2010 File No. 000-32501
 Dear Mr. Saad:
 We have reviewed your filing 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 10.  Directors, Executive Officer s and Corporate Governance, page 83

1. We refer to your disclosure under “Board of Di rectors Leadership Structure” on page 9 of
the proxy statement that you have incorporated  by reference to your Form 10-K.  In
future filings, please revise to indicate w hy you have determined that your leadership
structure is appropriate given your specific characteristic s or circumstances.  See
Regulation S-K Item 407(h).  For example, it is unclear from your current disclosure why it currently is appropriate to  separate the roles of your  chief executive officer and
chairman of the board, and what circumst ances might require you to combine the two
positions.
2. We note from your disclosure under “Criteri a for Board Membership” on page 11 of your
proxy that your governance and nominating committee seeks candidates for the board “with a broad diversity of e xperience, skills, professions, and backgrounds.”  In future
filings, please describe how this policy is implemented, as well as how the committee assesses the effectiveness of its policy as required by Regulat ion S-K Item 407(c)(2)(vi).

Mark E. Saad Cytori Therapeutics, Inc.
June 29, 2010 Page 2

Item 11.  Executive Compensation, page 83

 3. We note from page 17 of your definitive proxy statement that your compensation committee “utilizes several components of compensation…to strike an appropriate
balance between proposing sustainable and ex cellent performance and discouraging any
inappropriate short-sighted risk-taking behavior.”  Pl ease describe the process you
undertook to reach the conclusion that disclosu re pursuant to Regula tion S-K Item 402(s)
is not necessary.
 Item 13.  Certain Relationships and Related Transactions…, page 83

 4. We refer to your disclosure under “Related  Person Transactions” on page 14 of your
proxy and note it does not discuss the transact ions with the two related parties identified
in note 17 to your financial statements.  Please explain why you have not provided
disclosure of these transactions pursuant to Regulation S-K Item 404(a).  Please also tell us whether you entered into any transactions with any related person since the beginning of your last fiscal year, or whether you have any currently proposed transaction with such
related person for which disclosu re pursuant to Regulation S-K Item 404(a) is required.
 Item 15.  Exhibits, Financial Statement Schedules, page 84

 5. It appears that you have not f iled all related person agreements as exhibits as required by
Item 601 of Regulation S-K.  For example a nd without limitation, it does not appear that
you have not filed the February 23, 2006 agreement in which you granted Olympus Corporation certain rights.  Please file all such agreements, and list in your response all exhibits that will be filed.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mark E. Saad Cytori Therapeutics, Inc. June 29, 2010 Page 3

Please contact Celia Soehner at (202) 551-3463 or me at (202) 551-3637 with any
questions.
Sincerely,

Jay Mumford Senior Attorney