SecProbe.io

Mail Stop 3030
September 2 1, 2016

Marc H. Hedrick, MD
President and Chief Executive Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, CA 92121

Re: Cytori Therapeutics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 001 -34375

Dear Dr. Hedrick :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and cir cumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K/A for Fiscal Year Ended December 31, 2015 filed March 24, 2016

1. We note that you filed this amendment to your Form 10 -K to include a corrected
exhibit  32 because the certifications as originally filed identified the wrong periodic
report.   Please file an amended Form 10 -K that contains the corrected certifications and
that is accompanied by the e ntire periodic report, or advise.   For guidance, please see the
Division of Corporation Finance’s Regulation S -K Compliance and Disclosure
Interpretation Question 246.14, available on the Commission’s website.   We also note
that you should file the appropr iate certifications required by Regulation S -K
Item 601(b)(31) along with such amendment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 h ave made.

Marc H.  Hedrick, MD
Cytori Therapeutics, Inc.
September 2 1, 2016
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging 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 securiti es laws of the United States.

You may contact Kristin Lochhead  at (202) 551 -3664  or Gary Todd, Senior Accountant,
at (202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947  or Tim Buchmiller, Senior
Attorney,  at (202) 551 -3635  with any other questions.

Sincerely,

 /s/ Tim Buchmiller for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Jeremy Hayden, Esq.
 General Counsel