SecProbe.io

June 15, 2012

Via E -mail
Michael P. Kaminski
Chief Executive Officer
Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, Missouri 63108

Re: Stereotaxis, Inc.
 Registration Statement on Form S -1
 Filed May 23, 2012
 File No. 333 -181618

Dear Mr. Kaminski :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe a n amendment is appropriate, please tell us why in your
response.

After reviewing your amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary , page 1
1. Please revise your summary to disclose and quantify your net loss for the fiscal year
ended December 31, 2011 and your net loss for the fiscal year ended December 31, 2010.
2. Please revise your summary to disclose and quantify the amount of cash th at you are
spending per month and how long your present funds will last at your current monthly
rate.

Exhibit 5.1
3. Investors are entitled to rely on the opinion that you file.  Please file an opinion that does
not include the reliance limitation mentione d in the first sentence of the last paragraph in
this exhibit.  See Staff Legal Bulletin No. 19 Section II.B.3.d.

Michael P. Kaminski
Stereotaxis, Inc.
June 15, 2012
Page 2

            We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include the information the Securities Act of 1933 and all
applicable Securities 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 have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written sta tement from the company
acknowledging that:
 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert  staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding request s for acceleration .   We will consider
a written request for acceleration of the effective date of the registration statement as a
confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the  Securities Exchange Act of 1934 as they
relate to the proposed public offering of the securities specified in the above registration
statement.   Please allow adequate time for us to review any amendment prior to the request ed
effectiv e date of the registr ation statement .
 Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

       /s/ Russell Mancuso

          Russell Mancuso
          Branch Chief

cc (via e-mail): Robert J. Endicott, Esq.