SecProbe.io

June 28, 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 June 11, 2012
 File No. 333 -182053

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 be lieve a n amendment is appropriate, please tell us why in your
response.

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

1. Please confirm that you do not intend to seek acceleration of the effective date of this
registration statement until after shareholders have authorized the shares offered in the
registered transaction.  Also, confirm that you will file exhibit 5.1 before you seek
acceleration of the effective date.

Prospectus Summary, page 1

2. Please  addres s in this filing the applicable comments in our  letter to you dated June 15,
2012 regarding your registration statement on Form S -1, file no. 333 -181618.

           We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include the information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since the company and its management are in possession

Michael P. Kaminski
Stereotaxis, Inc.
June 28, 2012
Page 2

 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 statement from the company
acknowledging that:
 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effec tive, 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 r equesting 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 registration statement .
 Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any questions.

Sincerely,

       /s/ Russell Mancuso

          Russell Mancus o
          Branch Chief

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