SecProbe.io

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 8285 El Rio, Suite 190

 Houston, TX 77054

 Phone 346.396.4770

 May 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jane Park

 Re: Request for Acceleration of Effectiveness of

 Registration Statement on Form S-3 as amended (File No. 333-286912)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nuo Therapeutics, Inc. hereby respectfully requests that the effective time of the above referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on Monday, May 12, 2025, or as soon thereafter as practicable.

 Please contact David T. Mittelman of Lucendo LLP at (415) 854-0453 to confirm once the above referenced Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 Nuo Therapeutics, Inc.

 By: /s/ David E. Jorden

 David E. Jorden

 Chief Executive and Financial Officer

 cc: David T. Mittelman, Esq.

 Lucendo LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

David Jorden
Chief Executive Officer
Nuo Therapeutics, Inc.
8285 El Rio Street, Suite 190
Houston, TX 77054

 Re: Nuo Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 1, 2025
 File No. 333-286912
Dear David Jorden:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: David T. Mittelman, Esq.
</TEXT>
</DOCUMENT>

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[Letterhead of Nuo Therapeutics, Inc.]

January 9, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Nuo Therapeutics, Inc.

Registration Statement on Form S-1/A

Filed December 23, 2016

File No. 333-214748

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 9:00 AM on January 11, 2017, or as soon thereafter
as is practicable.

    Very truly yours,

    Nuo Therapeutics, Inc.

    By:
    /s/ David E. Jorden

    Name:
    David E. Jorden

    Title:
    Chief Executive Officer and Chief Financial Officer

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[Hill Ward Henderson Letterhead]

December 23, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

Washington, D.C. 20549

 Attn: Amanda Ravitz

Heather Percival

 Re: Nuo Therapeutics, Inc.

Registration Statement on Form S-1

Filed November 21, 2016

File No. 333-214748

Dear Ms. Ravitz and Ms. Percival:

By
letter dated December 16, 2016 (the “Letter”), the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) provided comments on the Registration Statement on Form S-1 (the “Registration Statement”)
filed with the Commission by Nuo Therapeutics, Inc. (the “Company”) on November 21, 2016. We are submitting this letter
to you on behalf of the Company.

The
Company has revised the Registration Statement to reflect the responses below, and is concurrently herewith filing with the Commission
Amendment No. 1 to the Registration Statement (“Amendment No. 1”). Capitalized terms used but not defined herein have
the meaning ascribed to such terms in Amendment No. 1.

In
order to facilitate your review, this letter responds to each of the comments set forth in the Letter on a point-by-point basis.  The
numbered paragraphs set forth below respond to the comments and correspond to the numbered paragraphs in the Letter.  Unless
otherwise noted, page numbers refer to Amendment No. 1.

 1. There does not appear to be an existing established trading market for your securities. Accordingly,
please revise to include a fixed price at which the selling shareholders will sell their shares until such time as they are quoted
on the OTCQX, OTCQB or a national securities exchange, at which time they may be sold at prevailing market prices or in privately
negotiated transactions.

Response: The Company has made the requested
revision in Amendment No. 1.

Securities and Exchange Commission

December 23, 2016

Page 2

 2. We note that your auditors changed within your last 2 completed fiscal years but we are unable
to locate the disclosure required by Item 304 of Regulation S-K. Please revise or advise.

Response:
The Company respectfully advises the Staff that the disclosure required by Item 304(a) of Regulation S-K was included in the
Company’s Current Reports on Form 8-K filed on June 10, 2016 and June 16, 2016 and was omitted from the Registration Statement
in reliance on Instruction 1 to such Item. The Company submits that the disclosure called for by Item 304(b) of Regulation S-K
is not required because, in connection with the change in auditors, there was no disagreement of the type described in paragraph
(a)(1)(iv) of Item 304 or any reportable event as described in paragraph (a)(1)(v) of Item 304. The Company has added, to page
26 of Amendment No. 1, a subsection titled “Change in Independent Registered Public Accounting Firm,” in which
it provides an overview of the change in auditors.

Please
do not hesitate to contact Roland S. Chase or Zachary W. Watt at (813) 221-3900 with any questions.

    Sincerely,

    /s/ Roland S. Chase

    Roland S. Chase

    Senior Counsel

 Cc: David E. Jorden, Nuo Therapeutics, Inc.

Mail Stop 3030
December 16, 2016

David E. Jorden
Chief Executive Officer and  Chief Financial Officer
Nuo Therapeutics, Inc.
207A Perry Parkway, Suite 1
Gaithersburg, MD 20877

Re: Nuo Therapeutics, Inc .
  Registration Statement on Form S-1
Filed  November  21, 2016
  File No.  333-214748

Dear Mr. Jorden :

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 .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an 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, w e may have  additional comments.

1. There does not appear to be an existing established trading market for your securities.
Accordingly, please revise to include a fixed price at which the selling shareholder s will
sell their shares until such time as they are quoted on the OTCQX, OTCQB or a national
securities exchange, at which time they may be sold at prevailing market prices  or in
privately negotiated transactions .

2. We note that your auditors changed within your last 2 completed fiscal years but we are
unable to locate the disclosure required by Item 304 of Regulation S -K.  Please revise or
advise.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

David E. Jorden
Nuo Therapeutics, Inc
December 16, 2016
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Heather Percival at 202-551-3498  or me at 202-551-3528  with any
questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda  Ravitz
Assistant Director
Office of Electronics and Machin ery

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Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877

August 11, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Amanda Ravitz, Assistant
Director

 Re: Cytomedix, Inc.

Registration Statement on Form S-1 (File No. 333-197352)

(the “Registration Statement)

Dear Ms. Ravitz:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, Cytomedix, Inc. (the “Company”), respectfully requests that the effective
date of its Registration Statement be accelerated and that such Registration Statement become effective at 4:00 P.M., Washington,
D.C. time, on August 12th, 2014, or as soon thereafter as practicable.

Furthermore, the Company
represents to the Securities and Exchange Commission (the “Commission”) 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.

    Very Truly Yours,

    Cytomedix, Inc.

    /s/ Steven A. Shallcross

    By:
    Steven A. Shallcross

    Chief Financial Officer

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        901 K Street N.W.

        Suite 700

        Washington, DC 20001

        t 202.778.6400

        f 202.778.6460

        www.schiffhardin.com

        F. Alec Orudjev

        202.724.6846

        aorudjev@schiffhardin.com

July 28, 2014

By EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0404

    Attention: Amanda Ravitz, Assistant Director

    Re:
    Cytomedix, Inc.

    Registration Statement on Form S-1 filed on July 10, 2014 (SEC File No. 333-197352) (the “Registration Statement”)

Dear Ms. Ravitz:

On July 10, 2014, Cytomedix,
Inc., a Delaware corporation (“Cytomedix” or the “Company”), filed the above referenced Registration Statement
to register shares of its common stock for resale on behalf of the Company’s selling stockholders. This letter is being submitted
in response to the Staff’s verbal comment to the undersigned with respect to the Registration Statement that, given the size
of the Company’s offering relative to the number of shares outstanding held by non-affiliates, the transaction may be considered
a primary offering. For the following reasons, the Company respectfully submits that it does not believe it is conducting an indirect
primary offering under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

Background

	Deerfield Financing

On March 31, 2014 (the
“March Execution Date”), the Company and affiliates of Deerfield Management Company, L.P. (“Deerfield”)
entered into a Facility Agreement (the “Facility Agreement”), under which agreement, Deerfield agreed to provide to
the Company with a convertible credit facility in an amount of up to $35 million. The Deerfield facility was structured as a purchase
of 5.75% senior secured convertible notes. The first $9 million of the proceeds of the Deerfield facility were disbursed to the
Company at closing on March 31, 2014 (the “First Draw”). At the time of the closing of the First Draw, the Company
issued to Deerfield warrants to purchase 25,115,384 shares of the Company’s common stock at an exercise price of $0.52 per
share. These seven-year warrants also contain certain limitations that prevent the holder of such warrants from acquiring shares
upon exercise of a warrant that would result in the number of shares beneficially owned by it and its affiliates to exceed 9.98%
of the total number of shares of the Company’s common stock then issued and outstanding. On June 25, 2014, following satisfaction
of closing conditions, the Company completed the second draw under the Facility Agreement in the aggregate amount of $26 million
(the “Second Draw”). Under the terms of the Facility Agreement and at the time of the Second Draw, the Company issued
to Deerfield warrants to purchase 67,500,000 shares of the Company’s common stock at an exercise price of $0.52 per share.
These warrants are substantially identical to the warrants issued to Deerfield in the connection with the First Draw and contain,
among other things, the same 9.98% beneficial ownership limitation. The maximum number of shares of our common stock that can be
issued pursuant to the conversion of the Deerfield facility is 67,307,692 shares; the maximum number of shares of our common stock
that can be issued pursuant to the terms of the Deerfield warrants is 92,615,385 shares.

Chicago | Washington | New York
| Lake Forest | Atlanta | San Francisco | Ann Arbor

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 2

As indicated above,
each of the conversion price of the Deerfield notes and the exercise price of the Deerfield warrants is fixed at $0.52 per share
(representing a premium over the market price of the Company’s common stock on the March Execution Date), subject to adjustment
in the event of stock splits or combinations, stock dividends, recapitalizations or similar events.   There will be no
anti-dilution adjustments or resets of the note conversion price or the warrant exercise price based on the trading price of the
Company's common stock or upon any issuance of shares by the Company at a price below the conversion/exercise price or the then
current trading price of the common stock.  Accordingly, neither the Deerfield notes nor the Deerfield warrants have
any “toxic” or “death spiral” features.

Anson Private Offering

On March 31, 2014,
the Company entered into a Subscription Agreement with Anson Investments Master Fund LP, an institutional accredited investor,
with respect to the sale of 3,846,154 shares of our common stock and five-year warrants to purchase shares of the Company’s
common stock, for gross proceeds of $2 million, which closing took place on March 31, 2014. The investor was issued warrants to
purchase 2,884,615 shares of common stock at an exercise price per share of $0.52, also subject to adjustment in the event of stock
splits or combinations, stock dividends, recapitalizations or similar events. Similarly, the Anson warrants do not have any “toxic”
or “death spiral” features.

Placement Agent
Warrants

In connection with
the Deerfield Financing and the Anson Private Offering, the Company paid the placement agent’s compensation which included,
among other things, approximately $2.6 million cash commission on the gross proceeds of these financings and warrants to purchase
4,999,615 shares of the Company’s common stock on the terms and provisions substantially similar to the Deerfield warrants,
including the same registration rights, and, similarly, have no “toxic” or “death spiral” features.

Following the foregoing
transactions, the Company, in compliance with its contractual obligation to register common stock underlying the securities sold
in the foregoing financings, prepared and filed on July 10, 2014 the Registration Statement.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 3

Rule 415 Analysis

Rule 415 under the
Securities Act generally permits the registration of offerings to be made on a delayed or continuous basis subject to certain conditions.
Rule 415(a)(1)(i) under the Securities Act provides, in relevant part:

“a. 	Securities may be registered
for an offering to be made on a continuous or delayed basis in the future, Provided, That:

1. 	The registration statement pertains
only to:

i. Securities which
are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant
or a person of which the registrant is a subsidiary;”

Under Rule 415(a)(1)(i), an issuer
may register securities to be sold on a delayed or continuous basis by selling security holders in a secondary offering.	 With
regard to the Staff’s comment, we note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”)
612.09, which indicates that the issue of whether an offering is by or on behalf of the issuer involves an analysis of facts beyond
the entity that will receive the proceeds of the sale of securities that are being registered. As C&DI 612.09 indicates, the question
is a “difficult factual one” involving an analysis of various factors and “all the circumstances.” Specifically,
C&DI 612.09 states that consideration should be given to the following factors:

 1. how long the selling shareholders have held the shares,

 2. the circumstances under which they received them,

 3. their relationship to the issuer,

 4. the amount of shares involved,

 5. whether the sellers are in the business of underwriting securities, and

 6. whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Accordingly, the standard
of review for the Staff in deciding the “question of whether an offering styled a secondary one is really on behalf of the
issuer” remains an analysis of the facts and circumstances articulated in C&DI 612.09. Each of the relevant factors listed
in C&DI 612.09 is discussed below in the context of the Registration Statement.  In our view, based on a proper consideration
of all of those factors, the Staff should conclude that the proposed offering is “solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary”
and therefore, the registration of all of the shares is permissible under Rule 415(a)(1)(i). In other words, we believe that the
totality of the facts and circumstances in this case clearly demonstrates that the registration of the shares relates to a valid
secondary offering, and the selling stockholders are not acting as underwriters or otherwise as a conduit for the Company with
respect to the shares covered by the Registration Statement.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 4

Please note that, given
the number of shares that may be sold by Deerfield relative to the much lesser numbers of shares that may be sold by the other
selling stockholders pursuant to the Registration Statement, we have focused our analysis on Deerfield. We further note also that
the Company is not aware of any relationships or agreements between Deerfield and any of the other selling stockholders, nor is
there any other indication that Deerfield is a group with any of the other selling stockholder or will act in concert with any
of the other selling stockholder in connection with the sale of the shares covered by the Registration Statement. Accordingly,
for the purposes of the analysis, the term “selling stockholder” will refer to Deerfield.

Analysis

Each of the six factors
of C&DI 612.09 is discussed below.

	1. 	The Period for which the
Selling Stockholder has Held the Shares

Of the 174,363,138
shares being registered pursuant to the Registration Statement, 67,307,692 and 92,615,385 shares relate to the issuance by the
Company of convertible notes and warrants in March and June 2014, respectively. The remaining shares include (i) 2,709,677 shares
of common stock representing yield enhancement payment on the Deerfield credit facility made in July 2014, (ii) 3,846,154 shares
of common stock and 2,884,615 shares of common stock underlying warrants with an exercise price of $0.52 per share sold in the
March 2014 Anson Private Offering, and (iii) 4,999,615 shares of common stock underlying warrants issued to the placement agent
we engaged in connection with the above-referenced financings. It is important to note that all of the securities held by Deerfield
were issued pursuant to binding obligations under the facility agreement, as entered into on the March Execution Date.

We believe it is also
important to note that C&DI 139.13 provides that no minimum holding period is required where the Company has completed the
private transaction of all of the securities it is registering and the investor is at market risk at the time of filing of the
resale Registration Statement. The selling stockholder has invested approximately $35 million in the convertible notes and warrants
and has effectively accepted the market risk of its investment from the March Execution Date.

Furthermore, the
Staff’s “PIPEs” interpretation, as set forth in C&DI 116.19 (the “PIPEs Interpretation”) provides in relevant part that:

“In a PIPE transaction,
a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt
sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the
investor is at market risk at the time of filing of the resale registration statement…. The closing of the private placement
of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 5

The PIPEs Interpretation
contemplates that a valid secondary offering could occur immediately following the closing of the placement. Since there
is no mandatory holding period that must be overcome for a PIPE transaction to be a valid secondary offering, the holding period
of the selling securityholder should be more than sufficient for a valid secondary offering.

This concept is consistent
with custom and practice in the PIPEs marketplace. In many PIPE transactions (including this one) a registration statement is required
to be filed shortly after closing and declared effective shortly thereafter. In addition, in this case, the selling stockholder
understood that an extended holding period was possible, given the potential for a review of the Registration Statement by the
Commission. Further, as discussed in more detail below, the selling stockholder realized that there is only limited trading activity
in the common stock. Given these facts, the selling stockholder did not expect to have the ability to quickly exit its position,
even if it desired to do so. It should also be noted that: (i) particularly given the senior secured nature of the convertible
notes, it would seem unlikely that the selling stockholder would consider converting the notes into shares of common stock and
selling those shares in the market unless there was sufficient liquidity at a trading price above the note conversion price, and
(ii) the selling stockholder would have no reason to exercise the warrants and sell the underlying shares unless there was sufficient
liquidity at a trading price above the warrant exercise price, and, currently, the common stock is trading at a price well below
the conversion/exercise price.

The factors
discussed above, including the length of time that has elapsed since the securities were originally acquired by the selling
stockholder and that will ultimately elapse prior to the shares of common stock first becoming saleable in the public market,
and the fact that the selling stockholder was aware at the March Execution Date that, for various reasons, it would be unable
to quickly exit their positions with respect to the Company’s common stock, in the aggregate, support the conclusion
that the offering pursuant to the Registration Statement is a secondary offering.

2. 	The Circumstances under which
the Selling Stockholder Received the Shares

All of the
securities issued to the selling stockholder were issued pursuant to transactions exempt from the registration requirements of
the Securities Act. Specifically, the securities were offered, sold and issued in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering and Rule 506
of Regulation D promulgated thereunder. Accordingly, the securities held by the selling stockholders are, and at all times have
been, restricted securities that could not have been, and may not be, offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act.   The selling stockholder represented
that it acquired the securities for investment and specifically that it was not acquiring such securities with the purpose or intent
of effecting a distribution in violation of the Securities Act.  There is no evidence to suggest that those representations
are false.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 6

Further, the present
circumstances, including the type of security being registered and the form on which the Registration Statement has been filed,
do not raise the issues of abuse that the Staff has focused on in the past when evaluating whether secondary offerings are actually
disguised primary offerings. In particular, as discussed above, the notes and warrants do not contain any “toxic” conversion,
exercise or other similar terms that would cause any issuances of additional shares of com

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Cytomedix, Inc.

209 Perry Parkway, Suite 7

Gaithersburg, MD 20877

July 15, 2013

Mr. Russell Mancuso

Branch Chief

Division of Corporate Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Cytomedix, Inc.

Registration Statement on Form S-1 (File No. 333-183703)

  (the “Registration Statement)

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, Cytomedix, Inc. (the “Company”), respectfully requests that the effective
date of its Registration Statement be accelerated and that such Registration Statement become effective at 4:00 P.M., Washington,
D.C. time, on July 17, 2013, or as soon thereafter as practicable.

Furthermore, the Company
represents to the Securities and Exchange Commission (the “Commission”) 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.

    Very Truly Yours,

    Cytomedix, Inc.

    /s/ Steven A. Shallcross

    By:
    Steven A. Shallcross

    Chief Financial Officer

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          901 K Street N.W., Suite 700

Washington, DC 20001

    F. Alec Orudjev     www.schiffhardin.com

    aorudjev@schiffhardin.com

July 1, 2013

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cytomedix, Inc.

Post-effective amendment to Form S-3 on Form S-1

Filed June 25, 2013

File No. 333-183703

Dear Mr. Mancuso:

On behalf of Cytomedix,
Inc. (the “Company”) and in connection with the Post-effective Amendment to Form S-3 on Form S-1 filed by the Company
with the Securities and Exchange Commission (the “Commission”) on June 25, 2013 (File No. 333-183703) (the “POS
AM Filing”), we are writing in response to the comments of the staff of the Commission (the “Staff”) on the POS
AM Filing as transmitted by a letter dated June 28, 2013 (the “Comment Letter”). For your convenience, we have restated
the comments from the Comment Letter below, followed by the Company’s responses. For convenience, we have reprinted the Staff’s
comments below in bold, with the corresponding response set forth immediately below the applicable comment. An amended filing to
the POS AM Filing (the “Amended Filing”) reflecting changes in response to your comments is being filed today via the
Commission’s EDGAR system.

Selling Security Holders, page 17

1. Regarding your
response to prior comment 1, we note that you mention that no Cytomedix affiliates sold securities registered for sale on this
registration statement after your notice. However, it is unclear when you provided the notice. Therefore, please tell us directly
whether any Cytomedix affiliates sold any securities registered for sale on this registration statement since March 17, 2013.

Response:

No Cytomedix affiliates
sold any securities registered for sale on this registration statement since March 17, 2013.

Exhibit 5.1

2. The third paragraph
of this exhibit appears to omit counsel’s opinion on the shares mentioned in clause (ii) of the exhibit’s first paragraph.
Please file an opinion that addresses all securities registered for sale on the registration statement.

Response:

A copy of the revised
legal opinion correcting the inadvertent omission referenced in the comment above is filed today as an Exhibit 5.1 to the Amended
Filing.

**************

Concurrently with this
submission, the Company is also filing a separate letter, 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.

We would appreciate
the cooperation of the staff in working with us to address any further comments that the staff may have on the Company’s
filings. We welcome the opportunity to speak with staff members directly in an effort to expedite the review process.

Please feel free to
contact the undersigned in Washington DC at (202) 724-6846 should you required if you wish to discuss the Company’s revised
submission.

    Very truly yours,

    /s/ F. Alec Orudjev

    F. Alec Orudjev

 Cc: Martin P. Rosendale, CEO

Steven A. Shallcross,
CFO

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Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877

July 1, 2013

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cytomedix, Inc.

Post-effective amendment to
Form S-3 on Form S-1

Filed June 25, 2013

File No. 333-183704

Dear Mr. Mancuso:

In connection with
the above referenced filing, the Company acknowledges the following:

 · 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 filling 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.

    Very truly yours,

    Cytomedix, Inc.

    By:
    /s/ Steven A. Shallcross

    Name: Steven A. Shallcross

    Title:	  Executive VP, CFO

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Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877

July 1, 2013

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cytomedix, Inc.

Post-effective amendment to
Form S-3 on Form S-1

Filed July 1, 2013

File No. 333-183703

Dear Mr. Mancuso:

In connection with
the above referenced filing, the Company acknowledges the following:

 · 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 filling 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.

    Very truly yours,

    Cytomedix, Inc.

    By:
    /s/ Steven A. Shallcross

    Name: Steven A. Shallcross

    Title:	  Executive VP, CFO

June 28, 2013

Via E -mail
Martin P. Rosendale
Chief Executive Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
Post-effective amendment to Form S -3 on Form S -1
Filed June 25, 2013
 File No.  333-18370 3

Dear Mr. Rosendale:

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 o ur comments apply to your facts and
circumstances or do not believe an 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 comme nts, we may have additional comments.

Selling Security Holders, page 17

1. Regarding your response to prior comment 1, we note that you mention that no
Cytomedix  affiliates sold securities registered for sale on this registration statement after
your notice.  However, it is unclear when you provided the notice.  Therefore, please tell
us directly whether any Cytomedix affiliates sold any securities registered for sale on t his
registration statement since March 17, 2013 .

Exhibit 5.1

2. The third paragraph of this exhibit appears to omit counsel ’s opinion on the shares
mentioned in clause (ii) of the exhibit ’s first paragraph .  Please file an opinion that
addresses all securities registered for sale on the registration s tatement.

Martin P. Rosendale
Cytomedix, Inc.
June 28, 2013
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 filing includes 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 fact s relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, before we can declare the amended registration
statement effective, the  company  should provide us with a letter, 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 a ction 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 contact Tom Jo nes 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): F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

    901 K Street N.W., Suite 700

Washington, DC 20001

    F. Alec Orudjev
    www.schiffhardin.com

    aorudjev@schiffhardin.com

    June 12, 2013

VIA SEC EDGAR (SEC Correspondence)

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cytomedix, Inc.

Post-effective amendment to Form S-3 on Form S-1

Filed May 20, 2013

File No. 333-183703

Dear Mr. Russell:

On behalf of
Cytomedix, Inc. (the “Company”) and in connection with the Post-effective Amendment to Form S-3 on Form S-1 filed
by the Company with the Securities and Exchange Commission (the “Commission”) on May 20, 2013 (File No.
333-183703) (the “POS AM Filing”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the POS AM Filing as transmitted by the  Staff letter dated June 7, 2013 (the “Comment
Letter). The answers set forth herein refer to each of the Staff’s comments by number. This letter sets forth
the Company’s proposed disclosures and responses to the Comment Letter, or why the Company believes that no changes to
its disclosures are necessary. For your convenience, we have restated the comments from the Comment Letter below, followed by
the Company’s responses. An amended filing to the POS AM Filing (the “Amended Filing”) reflecting changes
in response to the Comment Letter is being filed today via the Commission’s EDGAR system.

Selling Security Holders, page 17

1. 	Please tell
us whether any Cytomedix affiliates sold any securities registered for sale on this registration statement since March 17, 2013.
If any such sales did occur, please provide us your analysis of why it was appropriate to use a registration statement Form for
which, according to your “Explanatory Note,” you were not eligible; for guidance, see the Division of Corporation Finance’s
Securities Act Forms Compliance and Disclosure Interpretation 114.04 available on the Commission’s website.

Response:

Following the filing
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (filed with the SEC on March 18, 2013)
and the Company’s notice to its affiliates of unavailability of this registration statement for the reasons set forth in
the Explanatory Note, no Cytomedix affiliates sold any securities registered for sale on this registration statement.

June 12, 2013

Page 2

Penny Stock, page 18

2. 	Please provide
us your analysis supporting your conclusion that your stock currently is penny stock. Address in your analysis Rule 3a51-1(g).
If your stock is not currently a penny stock but you meant to disclose that your stock was and may again be a penny stock, please
revise your references to penny stock throughout your document to clarify. If your stock is a penny stock, please remove from your
filing references to the statutory safe harbor that is not available to penny stock issuers; we note for example the second sentence
on page 19.

Response:

The Company’s
stock does not meet the “penny stock” definition under Exchange Act Rule 3a51-1(g). Consequently, the Amended Filing
has been revised to remove such references in the “Risk Factors” section and elsewhere in the prospectus.

Financial Statements

	3. 	Please provide us your analysis
supporting your conclusions regarding which Cytomedix fiscal years are required to be presented in the financial statements included
in this registration statement. Cite all authority on which you rely.

Response:

Financial Statements of the Company

The Company’s
financial statements for the fiscal year ended December 31, 2010 were audited by PricewaterhouseCoopers LLP and the financial statements
for the years ended December 31, 2011 and 2012 were audited by its current auditors, Stegman & Company (“Stegman”).
Prior to the calendar year 2012, the Company had been a "smaller reporting company", as the term is defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); however, in 2012 (on the June 30, 2012
determination date) the Company’s filing status changed to that of an “accelerated filer”. Consequently, the
Company was required to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 10-K”)
on or before the filing deadline applicable to accelerated filers while the substantive financial and non-financial disclosures
and presentations in the 2012 10-K were to be made subject to the disclosure requirements appropriate for the “smaller reporting
companies”, as set forth under Item 10 of Regulation S-K and discussed in CD&I Question 130.04. The Company filed the
2012 10-K on March 18, 2013 which included its audited financial statements as of and for the years ended December 31, 2012 and
2011. Following such filing, the Company made the POS AM Filing, which contained (i) unaudited condensed consolidated financial
statements of the Company for the fiscal quarters ended March 31, 2013 and 2012, and (ii) audited consolidated financial statements
of the Company as of and for the years ended December 31, 2012 and 2011.

June 12, 2013

Page 3

Financial Statements of Aldagen

On February 8, 2012,
the Company completed its acquisition of Aldagen, Inc., a Delaware corporation (“Aldagen”), which acquisition was material/of
major significance at above the 50% level. The Company filed a Current Report on Form 8-K on February 9, 2012, as subsequently
amended, to include (i) audited financial statements of Aldagen as of and for the years ended December 31, 2011 and 2010, and for
the period from March 3, 2000 (Aldagen’s inception) through December 31, 2011, (ii) Unaudited Pro forma Condensed Combined
Financial Data as of and for the year ended December 31, 2011, and (iii) consent of Ernst & Young LLP (“E&Y”),
Aldagen’s independent auditing firm for the inclusion of its reports on the financial statements for the foregoing fiscal
periods.

In determining
the periods for which Aldagen’s financial statements must be included in the POS AM Filing, the Company reviewed and relied
on (i) Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual and (ii) Rule 3-06 of Regulation
S-X.

Under the guidance
in Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual (reproduced below, with the italicized emphasis
added), the Company was required to include Aldagen’s financial statements in the POS AM Filing for the number of periods
prior to the acquisition such that the combination of the pre-acquisition financial statements of Aldagen in addition to the post-acquisition
financial statements of the Company which include the operations of Aldagen would equal to the number of periods specified in Rule
3-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended (“Regulation S-X”), or three years:

2040.2 	“Major
Significance” and Previously Filed Acquiree Financial Statements

Generally, previously
filed financial statements of an acquired business need not be presented once the acquired operations are included in at least
nine months of post-acquisition audited results unless the acquisition is of major significance [S-X 3-05(b)(4)(iii)]. Although
the acquisition may be of major significance at lower thresholds due to factors specific to the registrant, the staff presumes
that the acquisition is of such major significance that investors need previously filed financial statements of the acquired company
in a registration or proxy statement if:

• the acquired business is included
in audited results of the registrant for less than 21 months and its significance was equal to or greater than 70% and less than
80%; or

• the acquired business is included
in audited results of the registrant for less than 33 months and was significant at the 80% or greater level.

June 12, 2013

Page 4

If the acquired
business is of major significance, the financial statements of the acquired business should continue to be presented in a registration
or proxy statement for the number of periods prior to the acquisition such that the combination of pre- and post-acquisition periods
presented cover the equivalent number of periods specified in S-X 3-02 . [S-X 3-05(b)(4)(iii)]. The requirement to present the
equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented must be continuous [emphasis
added]. Also, registrants should include the complete financial statements of the acquired business notwithstanding the reference
to the income statement in the example provided in S-X 3-05(b)(4)(iii); however the balance sheets of the acquired business may
be excluded by the registrant if the audited balance sheet of the registrant is as of a date after consummation of the acquisition.

In determining which
specific periods may be counted towards fulfilling the three year requirement set forth in Section 2040.2 of the Division of Corporation
Finance Financial Reporting Manual, the Company looked to Rule 3-06 of Regulation S-X (reproduced below, with the italicized emphasis
added) and determined that the Company’s financial statements for the year ended December 31, 2012 would satisfy one of those
three years since it included the results of Aldagen’s operations and cash flows from the date of Aldagen’s acquisition,
February 8, 2012, to December 31, 2012, a period in excess of nine months. Rule 3-06 provides that in determining whether the requirement
to include financial statements for a time period in excess of one year (e.g., the three year requirement here) is satisfied, the
financial statements for a nine month period may be counted once as satisfying the requirement for one full year. (In addition,
as noted in the last emphasized sentence of Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual, “[T]he
requirement to present the equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented
must be continuous.” Therefore, the gap in the audited periods of January 1, 2012 to February 8, 2012 is not disqualifying.)

Therefore, the
Company determined that the requirement for the audited financial statements of Aldagen for three years was satisfied through
the combination of the inclusion of the POS AM Filing of (i) the audited financial statements of Aldagen for the years ended
December 31, 2011 and 2010 and (ii) the audited financial statements of the Company for the year ended December 31, 2012
which included Aldagen’s operations and cash flows for a period in excess of nine months.

RULE 3-06. FINANCIAL STATEMENTS COVERING
A PERIOD OF NINE TO TWELVE MONTHS.

Except with respect to registered investment
companies, the filing of financial statements covering a period of nine to 12 months shall be deemed to satisfy a requirement for
filing financial statements for a period of one year where:

(a) the issuer has changed its fiscal
year;

(b) the issuer has made a significant
business acquisition for which financial statements are required under Rule 3-05 and the financial statements covering the interim
period pertain to the business being acquired; or

(c) the Commission so permits pursuant
to Rule 3-13.

June 12, 2013

Page 5

Where there is a requirement for
filing financial statements for a time period exceeding one year but not exceeding three consecutive years (with not more than
12 months included in any period reported upon), the filing of financial statements covering a period of nine to 12 months shall
satisfy a filing requirement of financial statements for one year of that time period only if the conditions described in either
paragraph (a), (b), or (c) of this section exist and financial statements are filed that cover the full fiscal year or years for
all other years in the time period. [emphasis added].

**************

The company should
provide us with a letter, 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.

**************

We would appreciate
the cooperation of the staff in working with us to address any further comments that the staff may have on the Company’s
filings. We welcome the opportunity to speak with staff members directly in an effort to expedite the review process. Please feel
free to contact the undersigned in Washington DC at (202) 724-6846 should you required if you wish to discuss the Company’s
revised submission.

    Very truly yours,

    /s/ F. Alec Orudjev

    F. Alec Orudjev

 Cc: Martin P. Rosendale, CEO

Steven A. Shallcross,
CFO

CORRESP
1
filename1.htm

    901 K Street N.W., Suite 700

Washington, DC 20001

    F. Alec Orudjev
    www.schiffhardin.com

    aorudjev@schiffhardin.com

June 12, 2013

VIA SEC EDGAR (SEC
Correspondence)

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Cytomedix, Inc.

    Post-effective amendment to Form S-3 on Form S-1

    Filed May 20, 2013

    File No. 333-183704

Dear Mr. Russell:

On behalf of
Cytomedix, Inc. (the “Company”) and in connection with the Post-effective Amendment to Form S-3 on Form S-1 filed
by the Company with the Securities and Exchange Commission (the “Commission”) on May 20, 2013 (File No.
333-183704) (the “POS AM Filing”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the POS AM Filing as transmitted by  the Staff letter dated June 7, 2013 (the
“Comment Letter”). The answers set forth herein refer to each of the Staff’s comments by number. This
letter sets forth the Company’s proposed disclosures and responses to the Comment Letter, or why the Company believes
that no changes to its disclosures are necessary. For your convenience, we have restated the comments from the Comment Letter
below, followed by the Company’s responses. An amended filing to the POS AM Filing (the “Amended Filing”)
reflecting changes in response to the Comment Letter is being filed today via the Commission’s EDGAR system.

Penny Stock, page 18

1. 	Please provide us your analysis
supporting your conclusion that your stock currently is penny stock. Address in your analysis Rule 3a51-1(g). If your stock is
not currently a penny stock but you meant to disclose that your stock was and may again be a penny stock, please revise your references
to penny stock throughout your document to clarify. If your stock is a penny stock, please remove from your filing references to
the statutory safe harbor that is not available to penny stock issuers; we note for example the second sentence on page 19.

June 12, 2013

Page 2

Response:

The Company’s
stock does not meet the “penny stock” definition under Exchange Act Rule 3a51-1(g). Consequently, the Amended Filing
has been revised to remove such references in the “Risk Factors” section and elsewhere in the prospectus.

Financial Statements

2. 	Please provide us your analysis
supporting your conclusions regarding which Cytomedix fiscal years are required to be presented in the financial statements included
in this registration statement. Cite all authority on which you rely.

Response:

Financial Statements of the Company

The Company’s
financial statements for the fiscal year ended December 31, 2010 were audited by PricewaterhouseCoopers LLP and the financial statements
for the years ended December 31, 2011 and 2012 were audited by its current auditors, Stegman & Company (“Stegman”).
Prior to the calendar year 2012, the Company had been a "smaller reporting company", as the term is defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); however, in 2012 (on the June 30, 2012
determination date) the Company’s filing status changed to that of an “accelerated filer”. Consequently, the
Company was required to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 10-K”)
on or before the filing deadline applicable to accelerated filers while the substantive financial and non-financial disclosures
and presentations in the 2012 10-K were to be made subject to the disclosure requirements appropriate for the “smaller reporting
companies”, as set forth under Item 10 of Regulation S-K and discussed in CD&I Question 130.04. The Company filed the
2012 10-K on March 18, 2013 which included its audited financial statements as of and for the years ended December 31, 2012 and
2011. Following such filing, the Company made the POS AM Filing, which contained (i) unaudited condensed consolidated financial
statements of the Company for the fiscal quarters ended March 31, 2013 and 2012, and (ii) audited consolidated financial statements
of the Company as of and for the years ended December 31, 2012 and 2011.

Financial Statements of Aldagen

On February 8, 2012,
the Company completed its acquisition of Aldagen, Inc., a Delaware corporation (“Aldagen”), which acquisition was material/of
major significance at above the 50% level. The Company filed a Current Report on Form 8-K on February 9, 2012, as subsequently
amended, to include (i) audited financial statements of Aldagen as of and for the years ended December 31, 2011 and 2010, and for
the period from March 3, 2000 (Aldagen’s inception) through December 31, 2011, (ii) Unaudited Pro forma Condensed Combined
Financial Data as of and for the year ended December 31, 2011, and (iii) consent of Ernst & Young LLP (“E&Y”),
Aldagen’s independent auditing firm for the inclusion of its reports on the financial statements for the foregoing fiscal
periods.

June 12, 2013

Page 3

In determining
the periods for which Aldagen’s financial statements must be included in the POS AM Filing, the Company reviewed and relied
on (i) Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual and (ii) Rule 3-06 of Regulation
S-X.

Under the guidance
in Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual (reproduced below, with the italicized emphasis
added), the Company was required to include Aldagen’s financial statements in the POS AM Filing for the number of periods
prior to the acquisition such that the combination of the pre-acquisition financial statements of Aldagen in addition to the post-acquisition
financial statements of the Company which include the operations of Aldagen would equal to the number of periods specified in Rule
3-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended (“Regulation S-X”), or three years:

2040.2 	“Major
Significance” and Previously Filed Acquiree Financial Statements

Generally, previously
filed financial statements of an acquired business need not be presented once the acquired operations are included in at least
nine months of post-acquisition audited results unless the acquisition is of major significance [S-X 3-05(b)(4)(iii)]. Although
the acquisition may be of major significance at lower thresholds due to factors specific to the registrant, the staff presumes
that the acquisition is of such major significance that investors need previously filed financial statements of the acquired company
in a registration or proxy statement if:

• the acquired business is included
in audited results of the registrant for less than 21 months and its significance was equal to or greater than 70% and less than
80%; or

• the acquired business is included
in audited results of the registrant for less than 33 months and was significant at the 80% or greater level.

If the acquired
business is of major significance, the financial statements of the acquired business should continue to be presented in a registration
or proxy statement for the number of periods prior to the acquisition such that the combination of pre- and post-acquisition periods
presented cover the equivalent number of periods specified in S-X 3-02 . [S-X 3-05(b)(4)(iii)]. The requirement to present the
equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented must be continuous [emphasis
added]. Also, registrants should include the complete financial statements of the acquired business notwithstanding the reference
to the income statement in the example provided in S-X 3-05(b)(4)(iii); however the balance sheets of the acquired business may
be excluded by the registrant if the audited balance sheet of the registrant is as of a date after consummation of the acquisition.

In determining which
specific periods may be counted towards fulfilling the three year requirement set forth in Section 2040.2 of the Division of Corporation
Finance Financial Reporting Manual, the Company looked to Rule 3-06 of Regulation S-X (reproduced below, with the italicized emphasis
added) and determined that the Company’s financial statements for the year ended December 31, 2012 would satisfy one of those
three years since it included the results of Aldagen’s operations and cash flows from the date of Aldagen’s acquisition,
February 8, 2012, to December 31, 2012, a period in excess of nine months. Rule 3-06 provides that in determining whether the requirement
to include financial statements for a time period in excess of one year (e.g., the three year requirement here) is satisfied, the
financial statements for a nine month period may be counted once as satisfying the requirement for one full year. (In addition,
as noted in the last emphasized sentence of Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual, “[T]he
requirement to present the equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented
must be continuous.” Therefore, the gap in the audited periods of January 1, 2012 to February 8, 2012 is not disqualifying.)

June 12, 2013

Page 4

Therefore, the
Company determined that the requirement for the audited financial statements of Aldagen for three years was satisfied through
the combination of the inclusion of the POS AM Filing of (i) the audited financial statements of Aldagen for the years ended
December 31, 2011 and 2010 and (ii) the audited financial statements of the Company for the year ended December 31, 2012
which included Aldagen’s operations and cash flows for a period in excess of nine months.

RULE 3-06. FINANCIAL STATEMENTS COVERING
A PERIOD OF NINE TO TWELVE MONTHS.

Except with respect to registered investment
companies, the filing of financial statements covering a period of nine to 12 months shall be deemed to satisfy a requirement for
filing financial statements for a period of one year where:

(a) the issuer has changed its fiscal
year;

(b) the issuer has made a significant
business acquisition for which financial statements are required under Rule 3-05 and the financial statements covering the interim
period pertain to the business being acquired; or

(c) the Commission so permits pursuant
to Rule 3-13.

Where there is a requirement for
filing financial statements for a time period exceeding one year but not exceeding three consecutive years (with not more than
12 months included in any period reported upon), the filing of financial statements covering a period of nine to 12 months shall
satisfy a filing requirement of financial statements for one year of that time period only if the conditions described in either
paragraph (a), (b), or (c) of this section exist and financial statements are filed that cover the full fiscal year or years for
all other years in the time period. [emphasis added].

**************

The company should
provide us with a letter, 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.

June 12, 2013

Page 5

**************

We would appreciate
the cooperation of the staff in working with us to address any further comments that the staff may have on the Company’s
filings. We welcome the opportunity to speak with staff members directly in an effort to expedite the review process. Please feel
free to contact the undersigned in Washington DC at (202) 724-6846 should you required if you wish to discuss the Company’s
revised submission.

    Very truly yours,

    /s/ F. Alec Orudjev

    F. Alec Orudjev

    Cc:
    Martin P. Rosendale, CEO

    Steven A. Shallcross, CFO

June 7, 2013

Via E -mail
Martin P. Rosendale
Chief Executive Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
Post-effective amendment to Form S -3 on Form S -1
Filed May 20, 2013
 File No.  333-18370 3

Dear Mr. Rosendale:

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 o ur comments apply to your facts and
circumstances or do not believe an 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 comme nts, we may have additional comments.

Selling Security Holders, page 17

1. Please tell us whether any Cytomedix affiliates sold any securities registered for sale on
this registration statement since March 17, 2013.   If any such sales did occur, please
provide us your analysis of why it was appropriate to use a registration statement Form
for which, according to your “Explanatory Note,” you were not eligible; for guidance, see
the Division of Corporation Finance’s Securities Act Forms Compliance a nd Disclosure
Interpretation 114.04 available on the Commission’s website.

Penny Stock, page 21

2. Please provide us your analysis supporting your conclusion that your stock currently is
penny stoc k.  Address in your analysis Rule 3a51 -1(g).  If your stock i s not currently a
penny stock but you meant to disclose that your stock was and may again be a penny

Martin P. Rosendale
Cytomedix, Inc.
June 7, 2013
Page 2

 stock, please revise your references to penny stock throughout your document  to clarify .
If your stock is a penny stock, please remove  from your filing references to the statutory
safe harbor that is not available to penny stock issuers; we note for example the  second
sentence on page 22.

Financial Statements

3. Please provide us your analysis supporting your conclusions regarding  which  Cytomedix
fiscal years are required to be presented in the financial statements included in this
registration  statement.  Cite all authority  on which you rely.

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 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, before we can declare the amended registration
statement effective, the company should provide us with a letter, 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 it s 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 fed eral
securities laws of the United States.

Please contact Tom Jo nes 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): F. Alec Orudjev, Esq.

CORRESP
1
filename1.htm

Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877

November 6, 2012

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Mary Beth Breslin, Esquire

    Senior Attorney

    Re:
    Cytomedix, Inc.

    Registration Statement on Form S-3 (File No. 333-183703)

Dear Ms. Breslin:

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), Cytomedix, Inc. (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-3 (File No. 333-183703) (“Registration Statement”)
be accelerated and that such Registration Statement become effective at 4:30 P.M., Washington, D.C. time, on Thursday, November
8, 2012, or as soon thereafter as practicable.

Furthermore, the Company
acknowledges the following:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;

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

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

    Very truly yours,

    CYTOMEDIX, INC.

    /s/ Andrew Maslan

    Name:  Andrew Maslan

    Title:    Chief Financial Officer

CORRESP
1
filename1.htm

Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg,
MD 20877

November 6, 2012

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Mary Beth Breslin, Esquire

    Senior Attorney

    Re:
    Cytomedix, Inc.

    Registration Statement on Form S-3 (File No. 333-183704)

Dear Ms. Breslin:

Pursuant to Rule 461
of the Securities Act of 1933, as amended (the “Securities Act”), Cytomedix, Inc. (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form S-3 (File No. 333-183704) (“Registration Statement”)
be accelerated and that such Registration Statement become effective at 4:30 P.M., Washington, D.C. time, on Thursday, November
8, 2012, or as soon thereafter as practicable.

Furthermore, the Company
acknowledges the following:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;

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

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

    Very truly yours,

    CYTOMEDIX, INC.

    /s/ Andrew Maslan

    Name:  Andrew Maslan

    Title:    Chief Financial Officer

September 27, 2012

Via E -mail
Martin P. Rosendale
Chief Executive Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
Registration Statement on Form S -3
Filed August 31, 2012
 File No.  333-183703

Dear Mr. Rosendale:

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

Fee Table

1. We note  that you are seeking to register the resale of shares issuable upon the exercise of
warrants, of which only 30% appear to be currently exercisable.  We note that the
remaining 70% of these warrants are exercisable only upon the issuance of the third post -
closing consideration mentioned in section 2.4 of the Exchange and Purchase Agreement
filed as exhibit 2.1 to your Form 8 -K filed on February 9, 2012.  As it does not appear that
the issuance of the third post -closing consideration has yet occurred, please  tell us why you
believe it is appropriate to register for resale the shares underlying the warrants that are not
yet exercisable.  Alternatively, revise your fee table to remove the shares underlying
warrants not yet exercisable from registration.

2. We note that footnote (1) as written appears to exceed the scope of Rule 416.  Please revise
the footnote to track the language of Rule 416.

Martin Rosendale
Cytomedix, Inc.
September 27, 2012
Page 2

 Prospectus Summary, page 1

3. Please revise your Summary to highlight your current financial position, including
quantified disclosure of your history of net losses, accumulated deficit, and substantial
indebtedness, as well as your audit report containing an explanatory paragraph that
substantial doubt exists as to your ability to continue as a going concern.  Please a lso
quantify the amount of cash that you are spending per month and how long your present
funds will last at your current monthly rate.  Finally, please also disclose any liquidity
sources and what your capital needs will be for the near term.

Risk Fact ors, page 3

4. Please revise to eliminate the third sentence of the italicized introductory paragraph and
revise as necessary to include a discussion of all material risks in your risk factor section.

We may need substantial  additional financing..., page 3

5. We note your disclosure that you have registered over 12 million shares for sale by Lincoln
Park Capital pursuant to an equity line financing arrangement that ends in January 2013.
Here and elsewhere in your document, as appropriate, please revise to quan tify the number
of these shares that remain unsold.

Signatures, page 27

6. Please revise to indicate below the second paragraph of text required on the signature page
who is signing in the capacity of controller or principal accounting officer. Refer to
Instruction 1 to Signatures on Form S -3.

Exhibit 5.1

7. Please file an opinion that does not contain the limitation on reliance contained in the
penultimate sentence of the opinion. For guidance, please refer to Section II.B.3.d of Staff
Legal Bulletin No. 19, available on the Commission’s website.

Exhibits 23.1, 23.2 and 23.3

8. We reference the disclosure in Exhibit 23.2 that the copy of the audit report in the Form 10 -
K includes a typographical error in the date. Please amend your December 31, 2011 Form
10-K incorporated by reference in this Registration Statement to include an audit report
with the correct date. Please also have your auditors remove the language related to the
error in their audit report in the updated consent.

9. To the extent there is a delay in requesting effectiveness of your registration statement, or
there is any change, other than typographical, made to the financial statements, or there

Martin Rosendale
Cytomedix, Inc.
September 27, 2012
Page 3

 have been intervening events since the prior filing that are material to the company,  please
provide  currently dated and signed consents from your independent accountan ts with your
next 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 include s the information the Securities Act of 1933 and
all applicable Securities Act rules re quire.  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 t he 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 effecti ve, 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 r esponsibility 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 confirmation
of the fact that those reques ting 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.   Pleas e allow
adequate time for us to review any amendment prior to the request ed effective date  of the
registration statement .

Martin Rosendale
Cytomedix, Inc.
September 27, 2012
Page 4

 You may contact Julie Sherman at (202) 551 -3640 or Brian Cascio, Accounting Branch
Chief, at (202) 551 -3676 if you have any questions regarding comments on the financial
statements and related matters.  Please contact Tom Jo nes at (202) 551 -3602 or Mary Be th
Breslin, Senior Attorney, at (202) 551 -3625 with any other questions.

 Sincerely,

 /s/ Mary Beth Breslin for

 Amanda Ravitz
 Assistant Director

cc (via e -mail): F. Alec Orudjev, Esq.

August 24, 2012

Via E -mail
Andrew Maslan
Chief Financial Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed March 29, 2012
File No . 001-32518

Dear Mr.  Maslan :

We have comple ted our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect  to the company or the filings  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We  urge all persons who are responsible for the
accuracy and adequacy of  the disclosure in the filings  to be certain that the filings include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

CORRESP
1
filename1.htm

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

August 14, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Brian Cascio – Accounting Branch Chief

    Re:
    Cytomedix, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2011

    Filed March 29, 2012

    Form 10-Q for the Quarterly Period Ended March 31, 2012

    Filed May 15, 2012

    Form 8-K/A dated February 8, 2012

    Filed March 29, 2012

    File No. 001-32518

Dear Mr. Cascio:

The
following responses address the comments by the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) as set forth in a comment letter dated August 7, 2012 (the “Comment Letter”)
relating to the above-referenced filings of Cytomedix, Inc. (the “Company”). The answers set forth herein refer to
each of the Staff’s comments by number. This letter sets forth the Company’s proposed disclosures and responses
to the Comment Letter, or why the Company believes that no changes to its disclosures are necessary. For your convenience, we have
restated the comments from the Comment Letter below, followed by the Company’s responses. In addition, the Company is filing
its Quarterly Report on Form 10-Q for the period ended June 30, 2012 and Form 8-K/A (Amendment No. 2) to include certain additional
disclosures responsive to the comments below.

Comment 1.   Please revise
future filings to include the following disclosures for the acquisition of Aldagen, Inc., as required by FASB ASC 805.

-          The
primary reasons for the business combination and a description of how the acquirer obtained control of the acquire;

-          A
qualitative description of the factors that make up the goodwill recognized, such as expected synergies from combining operations
of the acquiree and the acquirer, intangible assets that do not qualify for separate recognition, or other factors;

-          The
method of determining the fair value of equity instruments issued as consideration, including the replacement warrants;

-          A
description of the contingent consideration arrangement and the basis for determining the amount of the payment;

-          Significant
assumptions related to the valuation of contingent consideration;

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

-          An
estimate of the range of outcomes for the contingent consideration (undiscounted) or, if a range cannot be estimated, that fact
and the reasons why a range cannot be estimated. If the maximum amount of the payment is unlimited, you should disclose that fact.

Response:      The
Company has revised its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2012 and will continue such disclosures
in its future filings to include the additional disclosures required by ASC 805 as set forth in the comment above. The following
additional disclosures were added to Note 3 to the condensed consolidated financial statements contained in our period report on
Form 10-Q for the quarter ended June 30, 2012:

1.           Cytomedix
develops, sells, and licenses regenerative biological therapies intended to aid the human body in regenerating/healing itself,
to primarily address the areas of wound care, infection control, and orthopedic surgery. On February 8, 2012, the Company acquired
control of Aldagen, Inc. (“Aldagen”) by purchasing all of Aldagen’s issued and outstanding capital stock and
convertible promissory notes. The acquisition of Aldagen allows the Company to expand its approach to developing regenerative biological
therapies, by using Aldagen’s proprietary ALDH bright cell ("ALDHbr") technology.

2.           As
the Series E Preferred Stock contains no liquidation preferences or special dividend rights, and is automatically converted into
common stock once sufficient common stock is authorized, the Company determined that its fair value is essentially the same as
the fair value of the underlying common stock into which it is exchangeable. Accordingly, the Company valued the Series E Preferred
Stock using the closing price of its common stock on the acquisition date.

Aldagen’s
former investors have the right to receive up to 20,309,723 shares of the Company’s common stock contingent upon the achievement
of certain milestones related to the current ALD-401 Phase II clinical trial. The total undiscounted value of the contingent consideration
assuming the successful completion of all specified milestones and using the Company’s stock price as of the acquisition
date is approximately $28.4 million. As of the acquisition date, the Company recorded $11.1 million in contingent consideration.
The Company determined the fair value of the contingent consideration with the assistance of a third party valuation expert; the
fair value was determined using a probability weighted cash flow approach, which includes unobservable inputs such as projected
achievement of certain technical milestones, the estimated dates of the achievement of the milestones, and discount rate.

The Company determined
the fair value of the Replacement Warrants using the Black-Scholes option pricing model. The Black-Scholes option pricing model
requires the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends.

3.           Identifiable
intangible assets associated with trademarks and trade names will be amortized on a straight-line basis over their estimated useful
lives of 20 years. Identifiable intangible assets associated with IPR&D are initially classified as indefinite lived; such
classification will be reassessed every reporting period based on the status of the research and development projects. Goodwill,
primarily related to expected clinical and commercial synergies gained from combining operations, sales growth from future product
offerings and customers, together with certain intangible assets that do not qualify for separate recognition, including assembled
workforce, is not tax deductible since the transaction was structured as a tax-free exchange, and is considered an indefinite lived
asset.

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

Comment 2.   We see that
a significant amount of purchase price was allocated to in process research and development (IPR&D). Please tell us how you
determined the fair value of the IPR&D. Similar disclosure should also be included within critical accounting policies in future
filings. Refer to FASB ASC 730-10-15-4 (f) and 805-20.

Response:        The
Company determined the fair value of the acquired IPR&D with the assistance of a third party valuation expert. We considered
various approaches to determining fair value, including a Market Approach, an Asset Approach, and an Income Approach. In considering
the Income Approach, since a future income stream related to the IPR&D can be readily forecasted and the use of other tangible
and intangible assets in generating that future income stream can be reasonably quantified (through the application of a capital
charge for each asset), we determined that an excess earnings method could be utilized to arrive at an indication of value. Based
on our analysis concerning the IPR&D, we concluded that the Income Approach, using an excess earnings method, offered the most
reliable indication as to its Fair Value.

We will add the following
disclosure in our critical accounting policies:

Goodwill and Intangible Assets

Goodwill represents
the excess of the purchase price over the net tangible and intangible assets acquired in business combinations. The Company conducts
an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur
or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value.

Indefinite lived
intangible assets consist of in-process research and development (IPR&D) acquired in the acquisition of Aldagen. The acquired
IPR&D consists of specific cell populations (that are related to a specific indication) and the use of the cell populations
in treating particular medical conditions. The Company evaluates its indefinite-lived intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual
basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the
intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess.

Identifiable intangible
assets with finite lives consist of trademarks, technology (including patents), and customer relationships acquired in business
combinations. These intangibles are amortized using the straight-line method over their estimated useful lives. The Company reviews
its finite-lived intangible assets for potential impairment when circumstances indicate that the carrying amount of assets may
not be recoverable.

Comment 3.   As a related
matter, please expand future filings to include disclosure about the nature of the IPR&D. This disclosure may be included in
critical accounting policies within MD&A. The revised disclosure should include the following, to the extent applicable:

-          Nature
of projects acquired;

-          Summary
of values assigned to IPR&D by technology/product;

-          Status
of the development of the work at acquisition date and current date;

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

-          Nature
and timing of remaining efforts for completion, including estimated completion date;

-          Value
and risks of the purchased R&D;

-          How
periods subsequent to the acquisition have been affected by completion of the project and introduction of the technology.

Response:

The following additional
disclosures will be added to Note 10 to the condensed consolidated financial statements contained in our period report to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012:

The Company’s sole indefinite-lived
intangible asset is its in-process research and development acquired in connection with its acquisition of Aldagen; no impairment
charges were recorded during 2012. The in-process research and development asset consists of its ALDH bright cell platform. The
Company is currently conducting a phase II clinical trial for this technology in ischemic stroke. Enrollment in that trial is expected
to complete within the coming 12 months and top-line data is expected to be available approximately four months following completion
of enrollment. If the trial is successful, it should provide efficacy data sufficient to appropriately power a phase III trial
and would also further validate the technology. However, there is no assurance that this trial will be successful.

Comment 4.   Please tell
us your accounting treatment for the warrant exercises discussed on page 6.

Response:

As described in Note
3 to the condensed consolidated financial statements:

Warrant Exercises

An offer was extended
to certain holders of Company warrants (holding warrants to purchase approximately 5.7 million shares of the Company’s common
stock) acquired in previously reported transactions in 2010 and 2011 requesting them to exercise their respective warrants pursuant
to the terms of individually negotiated and executed warrant exercise agreements, in exchange for an equity sweetener. In consideration
for such early exercises and estimated proceeds of approximately $2.8 million, the Company agreed to issue additional warrants
to purchase an aggregate of 1,180,547 shares of common stock, at an exercise price per share of $1.42. Each warrant expires December
31, 2014 and, subject to call provisions of the warrant, is exercisable as follows: (i) commencing on the issuance date, for up
to 30% of shares of the Company’s common stock under each warrant, and (ii) upon issuance of the final tranche of the Contingent
Consideration, for the remaining balance of the warrant. Each warrant also contains exercise price adjustments, cashless exercise
and other provisions customary to the instruments of this nature. See Note 14.

On February 8, 2012,
prior to closing of the acquisition, all existing warrant holders who were offered the inducement had accepted the offer, and
executed warrant exercise agreement outlining the terms and conditions (including the inducement offer). As part of the arrangement,
the warrant holder has until June 30, 2012 to exercise their existing warrants, but they are obligated nonetheless to do so. The
Company is obligated to issue common stock upon exercise of the warrants and receipt of the proceeds and likewise is obligated
to issue the inducement warrants.

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

Because the actual
common stock are not issued, but the Company has an obligation to issue the shares, the Company assessed whether or not that obligation
should be classified as an equity instrument. As of February 8, 2012, the Company had sufficient authorized shares to issue common
stock upon exercise of the existing warrants as well as upon exercise of the inducement warrants. Therefore, the Company has concluded
that the “common stock issuable” obligation to the inducement warrant holders should be classified in stockholders’
equity pursuant to the classification requirements of ASC 815-40-35 (formerly EITF 00-19), since “the company has sufficient
authorized and unissued shares available to settle the contract after considering all other commitments that may require the issuance
of stock during the maximum period the derivative contract could remain outstanding” and all other criteria in the “long
test” of ASC 815-40-35 have been met.

Upon incurrence of
the obligation the Company recorded the following:

    Debit Inducement Expense
    $ 1,051,371

    Debit Subscription Receivable
    $ 2,790,107

    Credit “CS Issuable”

    $ 2,790,107

    Credit APIC

    $ 1,051,371

As warrants are exercised and proceeds are
received the Company records the following:

    Debit Cash
    $  XX,XXX

    Debit CS Issuable
    $  XX,XXX

    Credit Proceeds receivable

    $  XX,XXX

    Credit CS

    $  XX

    Credit APIC

    $  XX,XXX

Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations Revenues, page 21

Comment 5.   We see that
you received a $2.5 million non-refundable fee in February 2012 (in addition to the $2.0 million fee received in the fourth quarter
of 2011) from a top 20 global pharmaceutical partner. Please tell us the amount of revenue recorded from the 2012 and 2011 fees
and the basis for the amount recognized and deferred in the first quarter of 2012. Future filings should also include enhanced
disclosure about the basis for revenue recorded and deferred from this arrangement during each period presented.

Response:

As discussed in Note
3 to our consolidated financial statements and within our critical accounting policies included in our Annual Report on Form 10-K
for the year ended December 31, 2011:

    209 Perry Parkway,Suite 7 Gaithersburg, MD 20877 2143

    Ph: (240) 499-2680  Fax: (240) 499-2690

    www.cytomedix.com

In the fourth quarter
2011, the Company entered into (and subsequently amended) an option agreement with a global pharmaceutical company (“Global
Pharma”) (the “Option Agreement”), pursuant to which Global Pharma had an exclusive op

August 7, 2012

Via E -mail
Andrew Maslan
Chief Financial Officer
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

Re: Cytomedix, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 29, 2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 15, 2012
Form 8 -K/A dated February 8, 2012
Filed March 29, 2012
File No . 001-32518

Dear Mr.  Maslan :

We have reviewed your  filing s 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 advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After r eviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Condensed Consolidated Financial Statements

Note 3. Business  Combinations, page 5

1. Please revise future filings to include the following disclosures for the acquisition of
Aldagen, Inc., as required by FASB ASC 805.

 The primary reasons for the business combination and a description of how the
acquirer obtained control  of the acquire;

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 2

  A qualitative description of the factors that make up the goodwill recognized, such as
expected synergies from combining operations of the acquiree and the acquirer,
intangible assets that do not qualify for separat e recognition, or other factors;
 The metho d of determining the fair value of equity  instruments issued as
consideration, including the replacement warrants;
 A description of the contingent consideration  arrangement and the basis for
determining the amount of the payment ;
 Significant assumptions related to the valuation of contingent consideration;
 An estimate of the range of outcomes for the contingent consideration (undiscoun ted)
or, if a range cannot be estimated, that fact and the reasons why a range cannot be
estimated. If the maximum amount of the payment is unlimited, you should disclose
that fact .

2. We see that a significant amount of purchase price was allocated to in p rocess research
and development (IPR&D). Please tell us how you determined the fair value of the
IPR&D .  Similar disclosure should also be included within critical accounting policies in
future filings.  Refer to FASB ASC 730 -10-15-4 (f) and 805 -20.

3. As a related matter, please expand future filings to include disclosure about the nature of
the IPR&D.  This disclosure may be included in critical accounting policies within
MD&A. The revised disclosure should include the following, to the extent applicable:

 Nature of projects acquired;
 Summary of values assigned to IPR&D by technology /product ;
 Status of the development of the work at acquisition date and current date;
 Nature and timing of remaining efforts for completion, including estimated
completion dat e;
 Value and risks of the purchased R&D;
 How periods subsequent to the acquisition have been affected by completion of the
project and introduction of the technology.

4. Please tell us your accounting treatment for the warrant exercises discussed on page 6.

Item 2.  Management’s Discussion and An alysis of Financial Condition and Results of
Operations

Revenues, page 21

5. We see that you received a $2.5 million non -refundable fee in February 2012 (in addition
to the $2.0 million fee received in the fourth quar ter of 2011) from a top 20 global
pharmaceutical partner.  Please tell us the amount of revenue recorded from the 2012 and
2011 fees and the basis for the amount recognized and deferred in the first quarter of
2012.   Future filings should also include enh anced disclosure about the basis for revenue
recorded and deferred from this arrangement during each period presented.

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 3

Form 8 -K/A dated February 8, 2012 filed on March 29, 2012

Exhibit 99.1  Report of Independent Registered Public Accounting Firm

6. We see from the first paragraph that Ernst & Young audited the period from March 3,
2000 (inception) through December 31, 2011.   Please have your auditors revise their
report to opine on the inception to date financial statements. In addition, the audit re port
indicates that the audit was conducted in acco rdance with “auditing generally accepted in
the U .S.” Please have your auditors revise their report to clarify that the audit was
conducted in accordance with auditing standards  generally accepted in  the U.S.  or the
standards of the Public Company Accounting Oversight Board (United States) .  The city
and state of the auditors should also be indicated in their  revised  report. Please refer to
PCAOB Auditing Standard No. 1 and Rule 2 -02 of Regulation S -X.

 Unaudited Pro Forma Condensed Combined Financial Data

7. Please tell us why you  include pro forma adjustments for the unrelated transactions
discussed on page 4 that occurred simultaneously with the closing of the acquisition of
Aldagen, Inc.   It does not appear that the adjustments are “directly attributable” to the
business combin ation under Article 11 -02(b)(6) of Regulation S -X.

8. Regarding footnotes (G) and (H), please tell us the nature of the adjustments to gain on
debt restructuring and other income (expense) and how you calculated the amount of the
adjustment.

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 Securities 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 have made.

 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 securities laws of the United States.

Andrew Maslan
Cytomedix, Inc.
August 7 , 2012
Page 4

 You may contact Kristin Lochhe ad at (202) 551 -3664 or me at (202) 551 -3676 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Martin James, Senior Assistant Chief Accountant,  at (202) 551 -3671  with any other
questions.

Sincerely,

 /s/ Brian Cascio
.
Brian Cascio
Accounting Branch Chief

CORRESP
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filename1.htm

    Unassociated Document

Cytomedix, Inc.

209 Perry Parkway, Suite 7, Gaithersburg, MD 20877

October 31, 2011

Ms. Aslynn Hogue

Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:         Cytomedix, Inc.

Post-Effective Amendment No. 2 to Form S-1

Filed October 4, 2011

File No. 333-170747

Dear Ms. Hogue:

In connection with the above referenced filing, the Company acknowledges the following:

·

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 filling 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.

Very truly yours,

Cytomedix, Inc.

/s/ Andrew Maslan

Name:   Andrew Maslan

Title:     Chief Financial Officer

CORRESP
1
filename1.htm

    Unassociated Document

October 26, 2011

F. Alec Orudjev

Direct Phone (202) 912-4842

Direct Fax (202) 912-4830

aorudjev@cozen.com

Ms. Aslynn Hogue

Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Cytomedix, Inc.

Post-Effective Amendment No. 2 to Form S-1

Filed October 4, 2011

File No. 333-170747

Dear Ms. Hogue:

The following responses address the comments by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission as set forth in a comment letter dated October 19, 2011 (the “Comment Letter”) relating to the above referenced filing. The answers set forth herein refer to each of the  comments by number. For your convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses.

Item 16. Exhibits and Financial Statement Schedules, page 96

1. Please tell us why your filing does not include the interactive data file exhibit required by Regulation S-K Item 601(b)(101).

Response:                      The interactive date file exhibits required by the above-referenced Item 601 under Regulation S-K have been included in the amended filing.

Signatures, page 100

2. Please amend your filing to include the signature of the principal executive officer below the second paragraph of the Signature Page in accordance with the requirements of Form S-1.

Response:                      The requested change to the signature page of the amended filing has been made.

*************

The Company hereby acknowledges 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 filling 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.

*********

We would appreciate the cooperation of the staff in working with us to address any further comments that the staff may have on the Company’s filings. We welcome the opportunity to speak with staff members directly in an effort to expedite the review process.

Sincerely,

By:

/s/ Alec Orudjev

October 19, 2011
 Via E-mail

Andrew S. Maslan Chief Financial Officer Cytomedix, Inc. 209 Perry Parkway, Suite 7 Gaithersburg, MD 20877
Re: Cytomedix, Inc.
Post-Effective Amendment No. 2 to Form S-1 Filed October 4, 2011
  File No. 333-170747

Dear Mr. Maslan:

We have limited our review of your registra tion 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 beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Item 16. Exhibits and Financia l Statement Schedules, page 96

1. Please tell us why your filing does not include the interactive data f ile exhibit required by
Regulation S-K Item 601(b)(101).
Signatures, page 100

2. Please amend your filing to include the signatu re of the principal executive officer below
the second paragraph of the Signature Page in accordance with the requirements of
Form S-1.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Andrew S. Maslan Cytomedix, Inc.  October 19, 2011 Page 2
 possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 Notwithstanding our comments, before we  can declare the amended registration
statement effective, the company should pr ovide us with a letter, acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.  You may contact Aslynn H ogue at (202) 551-3841 or Ja y Mumford at (202) 551-3637
with any questions.

Sincerely,
  /s/ Jay Mumford for

        R u s s e l l  M a n c u s o          B r a n c h  C h i e f           cc (via e-mail):  F. Alec Orudjev, Esq. –– Cozen O’Connor

CORRESP
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filename1.htm

    Unassociated Document

    Cytomedix,
Inc.

    209
Perry Parkway, Suite 7, Gaithersburg, MD 20877

    November
1, 2010

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

      Attn:
Mary Beth Breslin, Senior Attorney

    Re:           Cytomedix,
Inc. - Registration Statement on Form S-3 (File No. 333-168936)

    Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”),
Cytomedix, Inc. (the “Company”), respectfully requests that the effective date
of its Registration Statement on Form S-3 (File No. 333-168936) (“Registration
Statement”) be accelerated and that such Registration Statement become effective
at 4:30 P.M., Washington, D.C. time, on November 3, 2010, or as soon thereafter
as practicable.

    Furthermore,
the Company acknowledges the following:

              ·

              should
      the Securities and Exchange Commission (“Commission”) or the staff, acting
      pursuant to delegated authority, declare the Registration Statement
      effective, it does not foreclose the Commission from taking any action
      with respect to the Registration
Statement;

              ·

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

              ·

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

              Very
      truly yours,

              Cytomedix,
Inc.

              /s/ Andrew
      S. Maslan

              Name:
      Andrew S. Maslan

              Title:
      Chief Financial Officer

September 14, 2010
 Martin P. Rosendale Chief Executive Officer Cytomedix, Inc. 416 Hungerford Drive, Suite 330
Rockville, Maryland 20850

Re: Cytomedix, Inc.
  Registration Statement on Form S-3
Filed August 19, 2010
  File No. 333-168936

Dear Mr. Rosendale:
 We have limited our review of your registra tion 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 an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Selling Security Holders, page 10

1. Given the nature and size of the transaction being registered, please tell us your basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made on a shelf basis under Rule 415(a)(1)(i).  Pl ease also address the
following in your response.
• It appears that the selling s ecurity holders currently do not  have the right to acquire
333,334 of the shares underlying warrants that  were issued pursu ant to the guaranty
agreements.  Please advise how you concluded th at it is appropriate to register these
shares for resale.

• We note your disclosure on page 15 that the warrants issued pursuant to the guaranty
agreements were issued in part to secure  your obligations under the promissory note
that was executed in connection with your  acquisition of Sorin Group USA, Inc.
Please advise whether any proceeds from the resale of shares being offered on this

Martin P. Rosendale
Cytomedix, Inc.
September 14, 2010 Page 2

registration statement will be used to repay the company’s debt obligations under the
promissory note.

• With a view toward disclosure, please tell  us whether any of the selling security
holders were affiliated with Sorin Group USA, Inc.

2. With respect to the shares to be offered for resale by each selling secu rity holder that is a
legal entity, please disclose th e natural person or persons who exercise the sole or shared
voting and/or dispositive powers with respec t to the shares to be offered by that
shareholder.

3. Please tell us whether the selling shareholders  are broker-dealers or affiliates of a
broker-dealer.
 Signatures, page 25

 4. Please revise to indicate below the second pa ragraph of text required on the signature
page who is signing in the capac ity of controller or principal accounting officer.  Refer to
Instruction 1 to Signatures on Form S-3.

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 incl udes 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 pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation

Martin P. Rosendale
Cytomedix, Inc. September 14, 2010 Page 3

of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Celia Soehner at  (202) 551-3463 or Mary Beth Br eslin, Senior Attorney, at
(202) 551-3625 with any questions.
Sincerely,

Russell Mancuso Branch Chief
 cc (via facsimile): F. Alec Orudjev, Esq. — Cozen O’Connor

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
September 3, 2009

VIA U.S. MAIL

 Andrew S. Maslan Chief Financial Officer
Cytomedix, Inc.
416 Hungerford Drive, Suite 330 Rockville, Maryland 20850
 Re: Cytomedix, Inc.
  Form 10-K for the year ended December 31, 2008
  Filed March 31, 2009   File No. 001-32518
Dear Mr. Maslan:
  We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       Jeff Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

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

CORRESP
1
filename1.htm

    Unassociated Document

    August
10, 2009

    Ms. Andri
Boerman

    Staff
Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

              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 5,
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

    Report of Independent
Registered Public Accounting Firm, page 31

    1.  Please
amend your Form 10-K to include a signed accountant's report. Refer to Rule 2-02
(a) of Regulation S-X which requires a dated and signed auditor report by your
independent accountant and Item 302 of Regulation S-T which provides guidance on
including signatures in electronic submissions.  In addition, we note
that the auditor's consent included as Exhibit 23.1 to the Form 10K is not
signed.  Please provide a signed consent in the
amendment.

    Response:  We
acknowledge the inadvertent, omissions as noted by the Staff and concur with the
suggested amendments.  In response we have filed an amendment to our
Form 10-K on August 10, 2009 which includes a signed report and an updated
consent.

    Note 3 - Summary of
Significant Accounting Policies, page 37

    Income Taxes, page
39

    2.  We
note that you did not record any provisions for income taxes "as there are no
taxes payable due to your significant net operating loss
carryforwards".  Please explain to us in detail the applicable
U.S.GAAP tax accounting guidance you followed that allows you not to record any
tax provision.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 2 of
10

        Also
in this regard, in future filings please consider the impact of our comment on
the disclosures required by FAS ASC 740-10-50, including paragraph 9
thereof.

    Response:  The
Company accounts for income taxes in accordance with ASC
740-10-30.  The Company accounts for income taxes under the liability
method, which requires companies to account for deferred income taxes using the
asset and liability method. Under the asset and liability method, current income
tax expense or benefit is the amount of income taxes expected to be payable or
refundable for the current year. A deferred income tax asset or liability is
recognized for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credits and loss carryforwards. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

      The
Company acknowledges the comment by the staff, we have reviewed our disclosure
and believe all requirements in ASC 740-10-50 para 9 have been met; for further
clarification, the following is the proposed disclosure to be included in our
10-K for the 2009 fiscal period:

      Income
taxes

    The
Company accounts for income taxes under the liability method, which requires
companies to account for deferred income taxes using the asset and liability
method. Under the asset and liability method, current income tax expense or
benefit is the amount of income taxes expected to be payable or refundable for
the current year. A deferred income tax asset or liability is recognized for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and tax credits and loss carryforwards. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. Tax rate changes are reflected in income during the period such
changes are enacted.

    At
December 31, 2009, we have accumulated U.S. federal and state net operating tax
losses that are available to offset future taxable income and reduce future
federal and state income taxes during the carryforward period.  The
utilization of available losses depends on the generation of future taxable
income to absorb the losses.  We may not be able to use available
losses within the carryforward period.  In addition, based on
generally accepted accounting principles, we have determined for financial
accounting and reporting purposes that it is not more likely than not that we
will be able to apply or use the available losses to reduce future federal or
state income taxes during the carryforward period.  This assessment is
updated annually or more frequently based on changes in
circumstances.

    A
valuation allowance is recorded against deferred tax assets when it is more
likely than not that a tax benefit will not be realized.  The
assessment for a valuation allowance requires judgment on the part of management
with respect to the benefits that may be realized.  The Company has
concluded, based upon available evidence, it is more likely than not that the
U.S. federal, state, and local deferred tax assets at December 31, 2009, will
not be realizable.  For 2009, we did not record an income tax
provision, as a full valuation allowance has been provided against U.S. federal,
state, and local deferred tax assets.  The valuation allowance will be
reversed at such time that realization is believed to be more likely than
not.

    Note 12 - Capital Stock,
page 47

    3.  We
note that each of your Series A Convertible Preferred Stock and Series B
Convertible Preferred Stock have a conversion feature that the preferred Stock
may be converted into your common stock at a conversion rate equal to 90% of the
twenty-day average closing price of your common stock, but in no case shall this
price be less than $3.00 per share.  Considering such conversion
terms, please explain to us how you considered the impact of the guidance at
FASB ASC 480-10-25, FASB ASC 470-20-30 and FASB ASC 470-20-65 on your accounting
for and presentation of these securities.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 3
of 10

    Response:  The
Series A and Series B Preferred Stock were issued upon emergence from bankruptcy
in 2002 to various holders of notes receivable.

    We have
reviewed the guidance in FASB ASC 480-10-25 "Distinguishing liabilities from
Equity" to determine whether the Series A and Series B Convertible Preferred
Stock should be classified as equity or a liability.  In accordance
with para. 25-8: An entity shall classify as a liability any financial
instrument, other than an outstanding share, that at inception has both the
following characteristics:

              a.

              It
      embodies an obligation to repurchase the issuer's equity shares, or is
      indexed to such an obligation

              b.

              It
      requires or may require the issuer to settle the obligation by
      transferring assets

    Per the
terms of both the Series A and Series B Convertible Preferred Stock, redemption
of the stock may only be initiated by the Company, therefore it was concluded
that the equity instrument does not embody an unconditional obligation for the
issuer to redeem the instrument.  Therefore the Preferred Stock does
not meet the definition of mandatorily redeemable and has been classified as
permanent equity in the Company's financial statements.

    There are
182,517 Preferred Shares (Series A and B combined) issued and
outstanding.  Management believes that any impact of ASC 470-20-30
"Debt with Conversion and other options" to any beneficial conversion features
within the preferred shares would be immaterial to the financial
statements.

    As we
have determined that the Series A and Series B Preferred Stock are classified as
permanent equity, we believe FASB ASC 470-20-65 "Accounting for Convertible Debt
Instruments that may be settled upon conversion" is not applicable since the
preferred stock is equity and there are no terms in the preferred agreements
which allow for settlement in cash at the holder’s option.

    Warrants and Options, page
49

    4.  Please
specifically tell us the authoritative U.S.GAAP that supports and explains how
you accounted for and presented each of the warrants listed on this
page.

    Response:

    D
Warrants, Unit Warrants, August 2008 Warrants

    The
applicable US GAAP which supports the accounting for all these warrants is the
same and the applicable terms of the agreements are similar and therefore the
information presented below is applicable for all these classes of
warrants.  The US GAAP accounting guidance reviewed is found in ASC
815-40 "Contracts in Entity's own Equity."

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

          August
10, 2009

          Page 4
of 10

    25-1 The initial balance
sheet classification of contracts within the scope of this Subtopic generally is
based on the concept that:

              a.

              Contracts
      that require net cash settlement are assets or
  liabilities.

              b.

              Contracts
      that require settlement in shares are equity
  instruments.

    25-2 Further, an entity
shall observe both of the following:

              a.

              If
      the contract provides the counterparty with a choice of net cash
      settlement or settlement in shares, this Subtopic assumes net cash
      settlement.

              b.

              If
      the contract provides the entity with a choice of net cash settlement or
      settlement in shares, this Subtopic assumes settlement in
      shares.

    The
Company's agreements do not provide for any net cash settlement provisions and
do not allow the counterparty a choice of net cash settlement or settlement in
shares.   Therefore, based on the above criteria, the Company
determined that the warrants should not be classified as liabilities, as the
warrants must be settled in shares upon receipt of cash consideration from the
holder.

    The
Company reviewed the terms of each of the warrant agreements for the below
provisions to determine if the warrants meet the criteria for equity
classification.

    25-10 Because any
contract provision that could require net cash settlement precludes accounting
for a contract as equity of the entity (except for those circumstances in which
the holders of the underlying shares would receive cash, as discussed in the
preceding two paragraphs and paragraphs 815-40-55-2 through 55-6), all of the
following conditions must be met for a contract to be classified as
equity:

              a.

              Settlement
      permitted in unregistered shares. The contract permits the entity to
      settle in unregistered shares.

    The
agreements permit the Company to settle in unregistered shares.

              b.

              Entity
      has sufficient authorized and unissued shares. The entity has sufficient
      authorized and unissued shares available to settle the contract after
      considering all other commitments that may require the issuance of stock
      during the maximum period the derivative instrument could remain
      outstanding.

    The
Company has 65,000,000 shares authorized with 33,962,623 shares outstanding at
December 31, 2008.  This allows sufficient shares available for all
9,373,560 outstanding warrants and options.

              c.

              Contract
      contains an explicit share limit. The contract contains an explicit limit
      on the number of shares to be delivered in a share
    settlement.

    All
warrant agreements include an explicit share limit.

        United
States Securities and Exchange Commission

        Division
of Corporation Finance

        August
10, 2009

        Page 5
of 10

              d.

              No
      required cash payment if entity fails to timely file. There are no
      required cash payments to the counterparty in the event the entity fails
      to make timely filings with the Securities and Exchanges Commission
      (SEC).

    No such
payments are included in the terms of the agreements.

              e.

              No
      cash-settled top-off or make-whole
provisions.

    There are
no top-off or make-whole provisions in the agreements.

              f.

              No
      counterparty rights rank higher than shareholder rights. There are no
      provisions in the contract that indicate that the counterparty has rights
      that rank higher than those of a shareholder of the stock underlying the
      contract.

    There are
no rights in the agreements which would indicate that the counterparty has
rights that rank higher than those of a common stockholder.

              g.

              No
      collateral required. There is no requirement in the contract to post
      collateral at any point or for any
reason.

    The
agreements do not call for any collateral.

    As all
the criteria above have been met, the warrants do not meet the definition of a
liability and were presented as permanent equity in the Company's financial
statements.

    The
Company reviewed the disclosures in para 50-5 and believes that the Company has
included in its Form 10-K all applicable required disclosures except for point
a-5.  On a prospective basis, we will enhance our disclosures to
reflect that we have accounted for these warrants as permanent
equity.

    The
following is the form of our proposed disclosure to be included in our 10-K for
the 2009 fiscal period:  (Changes from the previously
provided disclosure are bolded.)

          United
States Securities and Exchange Commission

          Division
of Corporation Finance

          August
10, 2009

          Page 6
of 10

    Warrants
and Options

    The
Company had the following outstanding warrants and options at December
31:

                #
      Outstanding

                Equity
      Instrument

                December
      31, 2009

                December
      31, 2008

                D
      Warrants(1)

                --

                --

                Unit
      Warrants(2)

                --

                --

                Fitch/Coleman
      Warrants(3)

                --

                --

                August
      2008 Warrants(4)

                --

                --

                Other
      warrants(5)

                --

                --

                Options
      issued under the

                   Long-Term
      Incentive Plan(6)

                --

                --

              (1)

              These
      warrants were issued in exchange for the voluntary exercise of Outstanding
      Warrants during the offer period ending May 1, 2006 and are voluntarily
      exercisable at $3.50 per share, provided that the exercise does not result
      in the holder owning in excess of 9.9% of the outstanding shares of the
      Company’s Common stock, and expire on May 1, 2011. The Company may call up
      to 100% of the class D warrants, provided that the Company’s Common stock
      must have been trading at a closing price greater than $4.50 for a period
      of at least ten (10) consecutive trading days prior to the date of
      delivery of the Call Notice, provided that the Registration Statement is

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

 October 2, 2007

VIA U.S. MAIL and FACSIMILE

  Andrew S. Maslan Cytomedix, Inc.  Chief Financial Officer 416 Hungerford Drive, Suite 330 Rockville, MD  20850
 RE: Cytomedix, Inc.
  Form 10-K for the fiscal year ended December 31, 2006
  Filed February 26, 2007   File No. 001-32518

Dear Mr. Maslan:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            M a r t i n  F .  J a m e s         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Unassociated Document

    September
      10, 2007

    U.S.
      Securities and Exchange Commission

    Mail
      Stop
      6010

    Washington,
      DC 20549

            Re:

              Cytomedix,
                Inc. (the “Company”)

    Form
      10-K
      for the fiscal year ended December 31, 2006

    Filed
      February 26, 2007

    File
      No.
      001-32518

    Ladies
      and Gentlemen:

    Filed
      today is our response to the Security and Exchange Commission’s (“SEC” or
“Commission”) letter to the Company dated August 28, 2007 regarding the Form
      10-K for the fiscal year ended December 31, 2006. Set forth below is the text
      of
      the comment contained in that letter of August 28 and the Company’s responses
      thereto. The headings and numbered paragraphs below correspond to the headings
      and paragraph numbers in the SEC letter.

    Form
      10-K for the year ended December 31, 2006

    Financial
      Statements

    Statements
      of Operations, page 26

              1.

              We
                reference prior comment three in our letter dated August 8, 2007.
                We
                continue to believe that since patent infringement appears to relate
                to
                your operations, you should record the settlement within operating
                income
                (loss). For classification guidance refer, by analogy, to the presentation
                guidance from Interpretive Question 2 to the presentation and disclosure
                guidance from SAB Topic 5-P. Please note that, in general, charges
                and
                credits related to operating activities, such as patent infringement
                matters, should themselves be reported in operating income or
                loss.

    Response

    The
      Company has read Interpretive Question 2 of SAB Topic 5-P,however, it notes
      that
      this question is specifically addressing restructuring charges tied to some
      underlying activity. In the Company’s case, the activity is the litigation
      settlement itself and therefore it believes that the guidance, by analogy,
      is
      not relevant to this set of circumstances.

    In
      its process to determine the most appropriate presentation, the Company analyzed
      the litigation settlements in two contexts as follows:

              §

              Were
                they part of the Company’s on-going business
                model

              §

              What
                would provide investors with the most accurate depiction of the Company’s
                historical performance, and thereby provide a baseline or reference
                point
                for analysis of projected and future
                results

    Through
      this analysis, the Company concluded that litigation settlements were most
      appropriately presented as Other Income due to the following
      reasons:

    First,
      litigation settlements, per se, are not part of the Company’s on-going strategy.
      Currently, the Company has no plans to pursue patent litigation settlements
      and
      therefore believes it to be unlikely that it will realize patent litigation
      settlement income in the foreseeable future. In contrast, the Company is
      currently pursuing additional licensees for its technology, for use on a
      prospective basis, which have been and will continue to be recorded under
      operating income.

    Second,
      the Company feels that it would be misleading to investors to include litigation
      settlements as part of operations. The Company believes that investors currently
      use the following key metrics to evaluate the Company:

              §

              On-going
                royalty revenue

              §

              Margins
                on product and royalty
                revenues

              §

              Cash
                position

              §

              Cash
                used in operations

    The
      inclusion of patent litigation settlements in operations would make the
      comparison of the period over period operational performance more difficult.
      In
      determining where to reflect this income at the time of the first litigation
      settlement, the Company and its audit committee were very concerned that if
      this income was included under operating income that investors would improperly
      draw the conclusion that this income would be on-going and potentially mislead
      investors to expect similar incomes and cash inflows in the
      future.

    The
      Company therefore feels that classification of settlements as Other Income
      most
      accurately reflects the current business model, best informs and protects
      investors, and is consistent with both GAAP and the mission of the
      SEC.

    We
      appreciate the opportunity to provide further clarification to you regarding
      our
      financial statement presentation of patent infringement settlements and look
      forward to reaching agreement with you on the optimal presentation. If you
      have
      any further questions, or if we may be of any assistance, please contact the
      undersigned at 240-499-2680.

    Very
      truly yours,

    Andrew
      Maslan

CORRESP
1
filename1.htm

      Unassociated Document

    August
      17, 2007

    U.S.
      Securities and Exchange Commission

    Mail
      Stop
      6010

    Washington,
      DC 20549

            Re:

              Cytomedix,
                Inc. (the “Company”)

    Form
      10-K
      for the fiscal year ended December 31, 2006

    Filed
      February 26, 2007

    File
      No.
      001-32518

    Ladies
      and Gentlemen:

    Filed
      today is our response to the Security and Exchange Commission’s (“SEC” or
“Commission”) letter to the Company dated August 8, 2007 regarding the Form 10-K
      for the fiscal year ended December 31, 2006. Set forth below is the text of
      each
      of the comments contained in the SEC letter and the Company’s responses thereto.
      The headings and numbered paragraphs below correspond to the headings and
      paragraph numbers in the SEC letter. Page references in the Company’s response
      to the SEC comments correspond to the page numbers in the Form
      10-K.

    Form
      10-K for the year ended December 31, 2006

    Item
      7. Management’s Discussion and Analysis of Financial Condition and Results of
      Operation, page 17

    Comparative
      Results of Operations for the years ended December 31, 2006 and 2005, page
      18

    Operating
      Expenses, page 18

            1.

              We
                see that you present non-GAAP operating expenses excluding equity
                based
                compensation. Under Item 10(e) of Regulation S-X, registrants are
                not
                permitted to adjust a non-GAAP performance measure to eliminate or
                smooth
                items identified as non-recurring, infrequent or unusual if the nature
                of
                the item is such that it is reasonably likely to recur within two
                years or
                there was a similar charge within the prior two years. We also refer
                you
                to SAB Topic 14G which states that if the company determines that
                a
                non-GAAP measure, excluding equity based compensation, does not violate
                any of the prohibitions from inclusion in filings with the Commission
                outlined in Item 10(e) of Regulation S-K, management would be required
                to
                disclose, among other items, the
                following:

            §

              The
                reasons that the company’s management believes that presentation of the
                non-GAAP financial measure provides useful information to investors
                regarding the company’s financial condition and results of operations;
                and

            §

              To
                the extent material, the additional purposes, if any, for which the
                company’s management uses the non-GAAP financial measure that are not
                otherwise disclosed.

    In
      addition, you should consider the staff’s response to Question 8 included in
      Frequently Asked Questions Regarding the Use of Non-GAAP Measures in June of
      2003. Please revise in future filings.

    Response

    The
      Company has elected to remove the non-GAAP disclosure.. In fact, the Company
      had
      already removed the aforementioned non-GAAP measures, beginning with its Form
      10-Q for the period ended March 31, 2007 filed with the SEC on May 8,
      2007.

    Modified
      EBITDA Information Not In Conformity With Generally Accepted Accounting
      Principles, page 22

            2.

              We
                see that you present modified EBITDA - Non-GAAP. Adjusted EBITDA
                is not
                exempt from the prohibition in Item 10(e)(1)(ii)(A) of Regulation
                S-K.
                Under Item 10(e) of Regulation S-X, registrants are not permitted
                to
                adjust a non-GAAP performance measure to eliminate or smooth items
                identified as non-recurring, infrequent or unusual if the nature
                of the
                item is such that it is reasonably likely to recur within two years
                or
                there was a similar charge within the prior two years. As such, please
                remove this measure from future
                filings.

Response

    The
      Company has elected to remove the non-GAAP disclosure. In fact, the Company
      had
      already removed the aforementioned modified EBITDA - Non-GAAP disclosure,
      beginning with its Form 10-Q for the period ended March 31, 2007 filed with
      the
      SEC on May 8, 2007.

    Financial
      Statements

    Statements
      of Operations, page 26

            3.

              We
                reference the patent litigation settlement recorded within other
                income
                (expense) on the statement of operations. Since the patents and license
                agreements appear to relate to your operations, please tell us why
                you
                should not record the settlement within operating income. We also
                note
                that you record expenses for patent enforcement actions within operations.
                Please advise.

    Response

    The
      Company’s patent and license strategy has resulted in the monetization of its
      patents in two ways:

            §

              licensing
                of its technology to suitable companies for prospective use in exchange
                for a royalty fee

            §

              settlement
                via agreed upon compensation to the Company for prior
                infringement

    Inherent
      in this strategy is the belief that there exist only a select few opportunities
      for settlements of prior infringement. Since the Company implemented this
      strategy in 2004, 6 companies (of its 8 licensees) have provided compensation
      (some only nominal) for prior infringement. The Company has no current plans
      to
      pursue patent infringement settlements and therefore believes it to be unlikely
      that it will realize similar patent settlement income in the future. However,
      the Company is actively seeking additional licensees for its technology for
      use
      on a prospective basis. Therefore, the Company believes that any recoveries
      realized as compensation for prior infringement falls outside its core business
      operations as it is not something that is expected to recur. However, the
      Company does record licensing fees, related to current sales of covered
      products, as part of royalty revenue which is included in Operations. The
      Company feels that this classification provides the clearest picture to
      investors seeking to analyze the Company’s historical performance and prospects
      for the future.

    The
      majority of costs associated with both licensing fees and patent infringement
      settlements are contingent fees, due upon receipt from the licensor or
      infringer. These costs are matched with the corresponding income. For example,
      the contingent legal fees related to patent infringement compensation are netted
      with the related income in the Other income (expense) line, whereas the
      contingent legal fees relating to Royalty revenue (arising from licensing fees
      related to current sales of licensees’ products) are reflected in the Cost of
      royalties line.

    Certain
      direct expenses (e.g., travel reimbursement, expert witness fees, court costs)
      that have supported the Company’s overall efforts to enforce its patents have
      been recorded as Operating expenses.

    The
      Company believes that the above described treatment effectively groups costs
      with the income stream to which they relate and provides the investor or other
      reader of the financial statements with the most appropriate means to analyze
      the Company’s results of operations and thereby assess the historical
      performance, identifiable trends, and future potential of the
      Company.

    Note
      4. Licensing Agreements, page 36

            4.

              We
                see that you received significant initial licensing fees under license
                agreements for the Knighton Patent. Please tell us and clarify in
                future
                filings your revenue recognition policy for the initial licensing
                fees.
                The disclosure on page 33 that “certain” upfront license fees are
                amortized over the life of the license agreement is not
                clear.

    Response

    The
      term “Initial licensing fees”, as used in the Company’s filings with the SEC,
      may reflect either compensation for a prior infringement or an up-front fee
      provided to the Company as an inducement for it to grant a license to its
      technology. In the case where the fee relates to prior infringement and is
      deemed collectible, the present value of the settlement amount, net of related
      contingent fees, is recorded at the time of the agreement (and reflected in
      the
      Other income (expense) line as discussed above). In the case where the up front
      fee is provided as an inducement to the Company to enter into an agreement,
      and
      therefore relates to the use of the Company’s patents for some future period,
      the amount is recorded as deferred revenue and amortized to revenue on a
      straight-line basis over the term of the license agreement.

    In
      consideration of the Commission’s comment on this matter, the Company has
      realized that “Initial license fee” is not the optimal term to describe the two
      divergent types of up-front payment it has historically received. In future
      filings, the Company will amend its terminology and clarify its disclosure
      surrounding revenue recognition for these up-front payments.

    The
      Company acknowledges 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 securities
                laws of the United States

    We
      appreciate your comments regarding our filing and are pleased to provide the
      responses above. If you have any further questions, or if we may be of any
      assistance, please contact the undersigned at 240-499-2680.

    Very
      truly yours,

    Andrew
      Maslan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

August 8, 2007

VIA U.S. MAIL and FACSIMILE

Andrew S. Maslan
Cytomedix, Inc.
Chief Financial Officer
416 Hungerford Drive, Suite 330
Rockville, MD  20850

 RE: Cytomedix, Inc.
  Form 10-K for the fiscal year ended December 31, 2006
  Filed February 26, 2007
  File No. 001-32518

Dear Mr. Maslan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 2
Form 10-K for the year ended December 31, 2006

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 17

Comparative Results of Operations fo r the years ended December 31, 2006 and 2005,
page 18

Operating Expenses, page 18
1. We see that you present non-GAAP operati ng expenses excluding equity based
compensation. Under Item 10(e) of Regula tion S-X, registrants are not permitted
to adjust a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual if the nature of the item is such
that it is reasonably likely to recur within  two years or there was a similar charge
within the prior two years.  We also refer you to SAB T opic 14G which states that
if the company determines that a non -GAAP measure, excluding equity based
compensation, does not violate any of the pr ohibitions from inclusion in filings
with the Commission outlined in Item 10(e) of Regulation S-K, management would be required to disclose, among other items, the following:
• The reasons that the company's manageme nt believes that presentation of the
non-GAAP financial measure provides useful information to investors
regarding the company's financial co ndition and results of operations; and
• To the extent material, the additi onal purposes, if any, for which the
company’s management uses the non- GAAP financial measure that are not
otherwise disclosed.
In addition, you should consider the staff’ s response to Question 8 included in
Frequently Asked Questions Regarding th e Use of Non-GAAP Measures in June
of 2003.  Please revise in future filings.

Modified EBITDA Information Not In Conformity With Generally Accepted Accounting
Principles, page 22
2. We see that you present modified EB ITDA – Non-GAAP.  Adjusted EBITDA is
not exempt from the prohibition in Item 10(e)(1)(ii)(A) of Re gulation S-K. Under
Item 10(e) of Regulation S-X, registrant s are not permitted to adjust a non-GAAP
performance measure to eliminate or sm ooth items identified as non-recurring,
infrequent or unusual if the nature of the it em is such that it is reasonably likely to
recur within two years or th ere was a similar charge with in the prior two years.
As such, please remove this measure from future filings.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 3
Financial Statements
Statements of Operations, page 26
3. We reference the patent litigation set tlement recorded within other income
(expense) on the statement of operations.  Since the patents and license agreements appear to relate to your op erations, please tell us why you should not
record the settlement with in operating income.  We also note that you record
expenses for patent enforcement actions within operations.  Please advise.

Note 4. Licensing Agreements, page 36
4. We see that you received significant initial licensing f ees under license
agreements for the Knighton Patent.  Please tell us and clarify in future filings
your revenue recognition policy for the initi al licensing fees.  The disclosure on
page 33 that “certain” upfront license f ees are amortized over the life of the
license agreement is not clear.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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 connection with responding to our comments, please provide, in writing, a 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Maslan
Cytomedix, Inc.
August 8, 2007 Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions.  In this regard, please do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 11, 2005

U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Mail Stop 03-09
Washington, D.C. 20549
Attn: Jim Rosenberg

Re:   Cytomedix, Inc. (the "Company")
      Form 10-KSB for the fiscal year ended December 31, 2004
      (File No. 000-28443)

Ladies and Gentlemen:

Filed today is our response to the Commission's letter to the Company dated May
6, 2005 regarding the Form 10-KSB for the fiscal year ended December 31, 2004.
Set forth below is the text of each of the comments contained in the SEC letter
and the Company's responses thereto. The headings and numbered paragraphs below
correspond to the headings and paragraph numbers in the SEC letter. Page
references in the Company's response to the SEC comments correspond to the page
numbers in the Form 10-KSB - Annual Report.

Form 10-KSB for the year ended December 31, 2004

Statements of Operations, page F-4

1.    We acknowledge your disclosure on page 10 wherein you assert existing
      activities are not considered research and development. In your response,
      please expand on your assertion by analyzing the guidelines provided by
      paragraphs 8 and 9 of FAS 2 as it relates to your activities.

      Response

      We have reviewed the guidance contained in paragraphs 8 and 9 of FAS 2.

      We wish to point out that the primary focus of the Company is the
      treatment of chronic, non-healing wounds through our existing proprietary
      AutoloGel(TM) System which is used to produce the platelet rich plasma
      gel. We currently market and sell this product as a continuing commercial
      activity throughout the United States.

      We have not been able to obtain mass market penetration of the
      AutoloGel(TM) System as further explained in our corporate history,
      strategy and clinical trials sections in the Form 10-KSB pages 2-4.

<PAGE>

U.S. Securities and Exchange Commission
May 11, 2005
Page 2

      We have identified several significant areas that we believe must be
      addressed before mass market penetration of the AutoloGel(TM) System can
      be achieved.

      o     The first area involves reimbursement from third-party payers. We
            believe a necessary predicate to securing this broad reimbursement
            is through obtaining a national reimbursement code. The process to
            obtain a reimbursement code from the Centers for Medicare and
            Medicaid Services ("CMS"), while independent of the FDA approval
            process, is subject to similar procedural and independent clinical
            testing as required by the FDA in order to establish product safety
            and efficacy.

      o     The second area involves securing Food and Drug Administration
            ("FDA") clearance or approval of the AutoloGel(TM) System for
            specific clinical indications such as for the treatment of
            non-healing diabetic foot ulcers, in order to increase the clinical
            acceptance and marketing of this technology. Additionally, many
            clinicians are reluctant to prescribe products that have not been
            approved by the FDA, notwithstanding the scope of the "physicians
            practice of medicine". Further, without FDA approval, the Company's
            ability to make claims for the AutoloGel(TM) System regarding its
            use to treat or heal wounds is limited.

      The clinical trials are solely to facilitate obtaining a national
      reimbursement code and securing Food and Drug Administration ("FDA")
      clearance or approval, neither of which is required for us to market and
      sell our products but, both of which are needed to obtain mass market
      penetration.

      The clinical trials are not designed to discover new knowledge, nor modify
      existing products or processes - they are designed to further enhance the
      marketability of our existing commercial product. Consequently, after
      re-visiting FAS 2 paragraphs 8, 9 and 10 (excluded items from research
      and development) we re-affirm these are not research and development
      activities.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies, Basis of Presentation, Page
F-19

Note 9 - Intangible Assets, page F-25

2.    We acknowledge your accounting policy disclosure on page F-19 wherein you
      indicate excess reorganization value will be treated "similar to
      goodwill." We also acknowledge you are a development stage enterprise, as
      explained on page 16 of your MD&A.

      We note that paragraph 9 of FAS 142 does not allow for goodwill
      recognition from a transaction unless it results from a business
      combination. Furthermore, footnote 4 of FAS 141 refers to EITF 98-3 to
      define when net assets constitute a business. In so doing, paragraph 6(f)
      of EITF 98-3 clarifies "if the transferred set is in the development stage
      and has not commenced planned principal operations, the set is presumed
      not to be a business." In light of your reference to SOP 90-7, we believe
      the aforementioned pronouncements provide the highest level of accounting
      guidance for your facts and circumstances.

<PAGE>

U.S. Securities and Exchange Commission
May 11, 2005
Page 3

      Please provide us your analysis supporting the recognition of excess
      reorganization value considering your status as a development stage
      enterprise; in your response please identify specific portions of
      accounting literature supporting your position.

      Response

      We wish to point out the following items:

      Paragraph 18 of SOP 90-7 Financial Reporting by Entities in Reorganization
      Under the Bankruptcy Code define its scope as: "18 This statement of
      position applies to financial reporting both by entities that have filed
      petitions with the Bankruptcy Court and expect to reorganize as going
      concerns under Chapter 11 and by entities that have emerged from Chapter
      11 (emerging entities) under confirmed plans."

      Paragraph 16 of SOP 90-7 indicates that prior to SOP 90-7 ".16 ...
      Further, the financial reporting literature provides no specific guidance
      for financial reporting by entities emerging from Chapter 11
      reorganization under confirmed plans."

      Paragraph 66 of SOP 90-7 indicates that: ".66 This entire statement of
      position shall become effective for financial statements of enterprises
      that have filed petitions under the Bankruptcy Code after December 31,
      1990. Additionally, for enterprises that file petitions prior to January
      1, 1991, and that have plans of reorganization confirmed after June 30,
      1991, paragraphs .35 through .42 of this SOP shall be applied to their
      financial statements. Earlier application by entities in reorganization is
      encouraged."

      As indicated in Paragraph 38 of SOP 90-7 this SOP was updated in March
      2003 to reflect the conforming changes necessary due to the issuance of
      FASB Statement Nos. 141 and 142. Paragraph 38 also provides the guidance
      for the recognition of excess reorganization value:

      .38 Entities that adopt fresh-start reporting in conformity with paragraph
      .36 should apply the following principles:

      o     The reorganization value of the entity should be allocated to the
            entity's assets in conformity with the procedures specified by FASB
            Statement No. 141, Business Combinations. If any portion of the
            reorganization value cannot be attributed to specific tangible or
            identified intangible assets of the emerging entity, such amounts
            should be reported as goodwill in accordance with paragraph 6 of
            FASB Statement No. 142, Goodwill and Other Intangible Assets.

      o     Each liability existing at the plan confirmation date, other than
            deferred taxes, should be stated at present values of amounts to be
            paid determined at appropriate current interest rates.

      o     Deferred taxes should be reported in conformity with generally
            accepted accounting principles. Benefits realized from
            preconfirmation net operating loss carryforwards should first reduce
            reorganization value in excess of amounts allocable to identifiable
            assets and other intangibles until exhausted and thereafter be
            reported as a direct addition to paid-in capital.

<PAGE>

U.S. Securities and Exchange Commission
May 11, 2005
Page 4

      o     Changes in accounting principles that will be required in the
            financial statements of the emerging entity within the twelve months
            following the adoption of fresh-start reporting should be adopted at
            the time fresh-start reporting is adopted.

      [Revised, March 2003, to reflect conforming changes necessary due to the
      issuance of FASB Statement Nos. 141 and 142.]

      FASB 141 Summary indicates: "This Statement addresses financial accounting
      and reporting for business combinations and supersedes APB Opinion No. 16,
      Business Combinations, and FASB Statement No. 38, Accounting for
      Preacquisition Contingencies of Purchased Enterprises." There was no
      business combination and therefore this FASB is not applicable.

      FASB 142 paragraph 9 indicates: "... The cost of a group of assets
      acquired in a transaction other than a business combination shall be
      allocated to the individual assets acquired based on their relative fair
      values and shall not give rise to goodwill." There were no assets acquired
      in a transaction and therefore this paragraph is not applicable.

      FASB 142 paragraph 6 indicates: "6. This Statement applies to goodwill and
      other intangible assets recognized on the acquisition of some or all of
      the noncontrolling interests in a subsidiary--whether acquired by the
      parent, the subsidiary itself, or another affiliate. 5 This Statement,
      including its transition provisions, applies to amounts recognized as
      goodwill in applying the equity method of accounting and to the excess
      reorganization value recognized by entities that adopt fresh-start
      reporting in accordance with AICPA Statement of Position 90-7, Financial
      Reporting by Entities in Reorganization Under the Bankruptcy Code. That
      excess reorganization value shall be reported as goodwill and accounted
      for in the same manner as goodwill." FASB 142 specifically acknowledges
      SOP 90-7 and includes it within its scope as noted in paragraph 6.

      EITF 98-3 paragraph 4 indicates that the scope of the EITF is as follows:
      "4. The issues are whether the exchange of assets or groups of assets
      involving the receipt of a consolidated business can be considered an
      exchange of similar productive assets accounted for at historical cost
      pursuant to paragraph 21 of Opinion 29 and how a "business" should be
      defined. There was no exchange of assets and therefore this EITF is not
      applicable.

      To conclude, our position is the SOP 90-7 is the appropriate authoritative
      guidance applicable to our emergence from bankruptcy as validated in
      paragraph 6 of FASB 142. As required by SOP 90-7 paragraph 38 we allocated
      excess reorganization value to goodwill. FASB 141, 142 and EITF 98-3 did
      not apply to our emergence from bankruptcy as there was no business
      combination, exchange of assets nor acquisition of assets.

<PAGE>

U.S. Securities and Exchange Commission
May 11, 2005
Page 5

The Company acknowledges that:

      o     the Company is responsible for the adequacy and accuracy of the
            disclosure in the filing;

      o     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

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

We appreciate your prompt response to our filing. If you have any questions, or
if we may be of any assistance, please contact the undersigned or Steven Polkoff
at (847) 726-8100, of L J Soldinger Associates LLC, our independent registered
accounting firm.

Very truly yours,

/s/ William Allender

William Allender

Encl.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 03-09

May 6, 2005

Mr. William Allender
Chief Financial Officer
Cytomedix, Inc.
416 Hungerford Drive
Rockville, Maryland 20850

Re:	Cytomedix, Inc.
	Form 10-KSB for the fiscal year ended December 31, 2004
	File No. 000-28443

Dear Mr. Allender:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please provide us the supplemental information
requested within 10 business days of the date of this letter or
tell
us when you will provide a response prior to the expiration of the
10-day period.  Please furnish a letter with your supplemental
responses that keys your responses to our comments.  Detailed
letters
greatly facilitate our review.  You should file the letter on
EDGAR
under the form type label CORRESP.  Please understand that we may
have additional comments after reviewing your responses to our
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Statements of Operations, page F-4
1. We acknowledge your disclosure on page 10 wherein you assert
existing activities are not considered research and development.
In
your response, please expand on your assertion by analyzing the
guidelines provided by paragraphs 8 and 9 of FAS 2 as it relates
to
your activities.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies, Basis of
Presentation, page F-19

Note 9 - Intangible Assets, page F-25
2. We acknowledge your accounting policy disclosure on page F-19
wherein you indicate excess reorganization value will be treated
"similar to goodwill."  We also acknowledge you are a development
stage enterprise, as explained on page 16 of your MD&A.

We note that paragraph 9 of FAS 142 does not allow for goodwill
recognition from a transaction unless it results from a business
combination. Furthermore, footnote 4 of FAS 141 refers to EITF 98-
3
to define when net assets constitute a business.  In so doing,
paragraph 6(f) of EITF 98-3 clarifies "if the transferred set is
in
the development stage and has not commenced planned principal
operations, the set is presumed not to be a business."  In light
of
your reference to SOP 90-7, we believe the aforementioned
pronouncements provide the highest level of accounting guidance
for
your facts and circumstances.

Please provide us your analysis supporting the recognition of
excess
reorganization value considering your status as a development
stage
enterprise; in your response please identify specific portions of
accounting literature supporting your position.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a 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 securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jason Lawson, staff accountant, at (202)
824-
5226 or Kevin Woody, Branch Chief, at (202) 942-7332 if you have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
Mr. William Allender
Cytomedix, Inc.
Page 1

</TEXT>
</DOCUMENT>