SecProbe.io

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<TEXT>
 March 18, 2026

David L. Fischel
Chief Executive Officer
Stereotaxis, Inc.
710 North Tucker Boulevard, Suite 110
St. Louis, Missouri 63101

 Re: Stereotaxis, Inc.
 Registration Statement on Form S-3
 Filed March 13, 2026
 File No. 333-294288
Dear David L. Fischel:

 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 Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Robert J. Endicott, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March
18, 2026

 Via
EDGAR

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Nicholas O'Leary

 Re:

 Stereotaxis, Inc.

 Registration Statement on Form S-3

 Filed March 13, 2026

 (Commission File No. 333-294288)

 Dear
Sir or Madam:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the "Company") hereby requests
that the Registration Statement referred to above be declared effective on Friday, March 20, 2026 at 4:00 p.m. E.T. or as soon thereafter
as shall be practicable.

 Very
truly yours,

 /s/ Kimberly R. Peery

 By:
 Kimberly R. Peery

 Chief Financial Officer

 cc:
 Patricia S. Williams, General Counsel and Corporate Secretary

 Robert J. Endicott, Esq.

 Bryan Cave Leighton Paisner LLP

CORRESP
1
filename1.htm

September
9, 2024

Via
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Robert Augustin

    Re:
    Stereotaxis,
                                            Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-281766

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests
that the above captioned Registration Statement on Form S-3 (File No. 333-281766), filed by the Company with the Securities and Exchange
Commission (the “Commission”) on August 23, 2024, as amended by the Pre-Effective Amendment No. 1 to Form S-3 filed with
the Commission on September 6, 2024 (as so amended, the “Registration Statement”), be declared effective on Wednesday, September
11, 2024 at 4:30 p.m. E.T. or as soon thereafter as shall be practicable.

Please
contact Robert Endicott of Bryan Cave Leighton Paisner LLP, the Company outside securities counsel, at (314) 259-2447 as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very
truly yours,

    /s/
    Kimberly R. Peery

    By:

    Kimberly
    R. Peery

    Chief
    Financial Officer

    cc:
    Robert
    J. Endicott, Esq.

    Bryan
    Cave Leighton Paisner LLP

August 30, 2024
David Fischel
Chairman and Chief Executive Officer
Stereotaxis, Inc.
710 North Tucker Boulevard
Suite 110
St. Louis, Missouri 63101
Re:Stereotaxis, Inc.
Registration Statement on Form S-3
Filed August 23, 2024
File No. 333-281766
Dear David Fischel:
            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 Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Robert J. Endicott

CORRESP
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June
2, 2023

Via
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Nicholas O’Leary

    Re:

    Stereotaxis,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    May 19, 2023

    (Commission
    File No. 333-272102)

Dear
Sir or Madam:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests
that the Registration Statement referred to above be declared effective on Tuesday, June 6, 2023 at 10:00 a.m. E.T. or as soon thereafter
as shall be practicable.

    Very
    truly yours,

    /s/
    Laura Spencer Garth

    By:

    Laura
    Spencer Garth

    General
    Counsel and Corporate Secretary

    cc:
    Kimberly
    R. Peery, Chief Financial Officer

    Robert
    J. Endicott, Esq.

    Bryan
    Cave Leighton Paisner LLP

Stereotaxis,
Inc ● 710 N. Tucker Blvd. ● Suite 110 ● St. Louis, MO ● 63101 ● (314) 678-6100 ● (314) 678-6300 Fax

CORRESP
1
filename1.htm

June
2, 2023

Via
EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas O’Leary

    Re:

                                                         Stereotaxis,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    May 19, 2023

    (Commission
    File No. 333-272101)

Dear
Sir or Madam:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests
that the Registration Statement referred to above be declared effective on Tuesday, June 6, 2023 at 10:00 a.m. E.T. or as soon thereafter
as shall be practicable.

    Very
    truly yours,

    /s/
    Laura Spencer Garth

    By:
    Laura
    Spencer Garth

    General
    Counsel and Corporate Secretary

    cc:
    Kimberly
    R. Peery, Chief Financial Officer

    Robert
    J. Endicott, Esq.

    Bryan
    Cave Leighton Paisner LLP

Stereotaxis, Inc ●
710 N. Tucker Blvd. ● Suite 110 ●
St. Louis, MO ● 63101 ●
(314) 678-6100 ● (314) 678-6300 Fax

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United States securities and exchange commission logo

                          May 26, 2023

       David Fischel
       Chief Executive Officer
       Stereotaxis, Inc.
       710 North Tucker Boulevard, Suite 110
       St. Louis, Missouri 63101

                                                        Re: Stereotaxis, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed May 19, 2023
                                                            File No. 333-272102

       Dear David Fischel:

              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 Nicholas
O'Leary at 202-551-4451 with any questions.

                          Sincerely,

                          Division of Corporation Finance

                          Office of Industrial Applications and

                          Services
       cc:                                              Robert J. Endicott,
Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

April
9, 2020

Via
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Paul Fischer

    Re:

    Stereotaxis,
    Inc.

    Registration
    Statement on Form S-3

    Filed
    March 16, 2020

    (Commission
    File No. 333-237194)

Dear
Sir or Madam:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests
that the Registration Statement referred to above be declared effective on Monday, April 13, 2020 at 10:00 a.m. E.T. or as soon
thereafter as shall be practicable.

Very
truly yours,

    /s/
    Kevin Barry

    By:
    Kevin
    Barry

    Chief
    Legal Officer, Chief Compliance Officer and Secretary

    cc:
    Kimberly
    R. Peery, Chief Financial Officer

    Jennifer
    D’Alessandro, Bryan Cave Leighton Paisner LLP

    Robert Endicott, Bryan Cave Leighton Paisner LLP

March 19, 2020
David Fischel
Chief Executive Officer
Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, MO 63108
Re:Stereotaxis, Inc.
Registration Statement on Form S-3
Filed March 16, 2020
File No. 333-237194
Dear Mr. Fischel:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert Endicott, Esq.

CORRESP
1
filename1.htm

March
16, 2020

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Stereotaxis,
    Inc.

    Registration
    Statement on Form S-3

Ladies
and Gentlemen:

We
are writing this transmittal letter on behalf of Stereotaxis, Inc. (the “Company”) in connection with its filing today,
via EDGAR, of its Form S-3 Registration Statement (“Registration Statement”) under the Securities Act of 1933, as
amended (“1933 Act”), with respect to the various securities described therein.

We
note that the Company’s Annual Report on Form 10-K, filed immediately prior to the Registration Statement, incorporates
by reference certain sections from the Company’s definitive proxy statement, which has not been filed at this time. On behalf
of our client, we confirm (i) the Company’s acknowledgement that the Registration Statement may not be declared effective
until it files the definitive proxy statement or an amended Form 10-K which includes all items required by Form 10-K, and (ii)
that the Company advises the Staff of the U.S. Securities and Exchange Commission that it will not request acceleration of the
effectiveness of the Registration Statement, pursuant to Rule 461 under the 1933 Act, until that information has been filed.

Please
contact the undersigned at (314) 259-2447 or by email at rjendicott@bclplaw.com if you have any questions or comments.

Very
truly yours,

/s/ Robert
J. Endicott

    cc:
    Kevin
    M. Barry, Stereotaxis, Inc.

    Kimberly
    R. Peery, Stereotaxis, Inc.

    Jennifer
    A. D’Alessandro, Bryan Cave Leighton Paisner LLP

CORRESP
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4320
Forest Park Avenue, Suite 100

St.
Louis, Missouri 63108

October
2, 2019

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    Stereotaxis,
    Inc. Registration Statement on Form S-3

    (Commission
    File No. 333-233846)

Dear
Sir or Madam:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests
that the registration statement referred to above be declared effective on Friday, October 4, 2019, at 9:00 a.m. E.T. or as soon
thereafter as shall be practicable.

Very
truly yours,

    /s/
    Kimberly R. Peery

    By:
    Kimberly
    R. Peery

    Chief
    Financial Officer

    cc:
    Robert
    J. Endicott

    Bryan
    Cave Leighton Paisner LLP

September 30, 2019
David L. Fischel
Chief Executive Officer
Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, Missouri 63108
Re:Stereotaxis, Inc.
Registration Statement on Form S-3
Filed September 19, 2019
File No. 333-233846
Dear Mr. Fischel:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
CF Office of Life Sciences
cc:       Robert J. Endicott, Esq.

CORRESP
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CORRESP

 May 24, 2018

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Dan Morris

Re:
Stereotaxis, Inc.

 Post-Effective Amendment No. 1 to

Registration Statement on Form S-1

Filed March 30, 2018

File No. 333-214255

 Dear
Mr. Morris:

 We are writing this letter on behalf of Stereotaxis, Inc. (the “Company”) following further discussions in May 2018
with the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to Post-Effective Amendment No. 1, filed on March 30, 2018 (the “P/E Amendment”), to
the Registration Statement on Form S-1 (File No. 333-214255) (the “Original Registration Statement”). As noted in the Company’s previous public disclosures, the P/E Amendment was filed to register the resale by the selling
shareholders named therein of up to of 36,923,078 shares of the Company’s common stock issued or issuable upon the exercise of certain Modified SPA Warrants (as defined below).

Background

 On February 28, 2018, the Company
entered into a Consent and Amendment with the holders of a majority of the shares of common stock issuable upon exercise of certain warrants (the “Original SPA Warrants”) in a private placement pursuant to a securities purchase
agreement dated September 26, 2016. The Consent and Amendment amended and restated the Original SPA Warrants (as so amended, the “Modified SPA Warrants”) to provide for a reduced exercise price for a period of time between
March 1, 2018 and March 5, 2018 (the “Restricted Exercise Period”), provided that (i) exercises of the Modified SPA Warrants at the reduced exercise price would only be effected if the aggregate exercise price for all
Modified SPA Warrants exercised during the Restricted Exercise Period was at least $6,000,000 (the “Exercise Condition”); (ii) cashless exercise was not permitted during the Restricted Exercise Period; and (iii) exercising
holders were required to enter into a lock-up agreement with the Company agreeing not to sell the Modified SPA Warrants or the shares received on exercise of the Modified SPA Warrants (the “Warrant Shares”) for a period of 18

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2018

 Page
 2

months following March 12, 2018. The Consent and Amendment also provided that the limitations on beneficial ownership of the Company’s common stock set forth in the Original SPA
Warrants would not apply to Warrant Shares issued to a holder upon exercises of Modified SPA Warrants during the Restricted Exercise Period, and eliminated the right of holders to require the Company to redeem their Modified SPA Warrants in exchange
for cash in certain circumstances.

 Comment

 The
Staff has requested that the Company advise in writing why the Company does not believe that the transaction was subject to Rule 13e-4 relating to issuer tender offers, in particular referring us to the Heritage Entertainment, Inc. no-action
letter, dated April 10, 1987 (“Heritage Entertainment”).

 Response and Analysis

The Company believes the transaction is not subject to Rule 13e-4 because it does not constitute a tender offer. The Commission has not defined a tender
offer, but has analyzed the concept extensively in the context of specific transactions. Additionally, a number of federal courts have discussed whether or not particular transactions constitute tender offers. As a result, whether or not a
transaction is a “tender offer” must be determined on a case by case basis.

 As indicated in Heritage Entertainment, although not in a
formal Commission release, the Commission has advocated use of an 8-factor test, which was first set forth in Wellman v. Dickinson, 475 F.Supp. 783, 823-24 (S.D.N.Y. 1979), aff’d on other grounds,
682 F.2d 355 (2d Cir. 1982), cert. denied, 460 U.S. 1069 (1983) (the so-called “Wellman test”). Not all of the eight factors need be present in order for a particular transaction to be a tender offer. The eight factors are:

(1)
Active and widespread solicitation of public shareholders for the shares of an issuer;

(2)
Solicitation made for a substantial percentage of the issuer’s stock;

(3)
Offer to purchase made at a premium over the prevailing market price;

(4)
Terms of the offer are firm rather than negotiable;

(5)
Offer contingent on the tender of a fixed number of shares, often subject to a fixed maximum number to be purchased;

(6)
Offer open only for a limited period of time;

(7)
Offeree subject to pressure to sell his stock; and

(8)
The public announcements of a purchasing program concerning the target company precede or accompany rapid accumulation of a large amount of target company’s securities.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2018

 Page
 3

 In the current transaction, on or around December 17, 2017, the Company’s Board of Directors
established and delegated authority to a Transactions Committee to consider a potential transaction between the Company and the holders of the Original SPA Warrants. In addition to considering a modification to the exercise price, the Transactions
Committee was directed to, and did, consider modifications of certain covenants in the warrants so that the warrants could be treated as equity rather than as a liability for financial reporting purposes.

The Company engaged in discussions and negotiations with the holders of the Original SPA Warrants over the course of the next two months regarding the terms
of the modifications to the warrants, and engaged a financial advisor to render advice and a fairness opinion relative to the transactions. As previously noted, the advisor’s compensation was for a fixed fee (not a commission), was not
contingent upon the occurrence of the transaction, and importantly was not for soliciting approval of the warrant modifications. No such soliciting activities were conducted by either the advisor or the Company.

In early February 2018, representatives of the holders of the Original SPA Warrants discussed proposed pricing and other substantive terms, which were
ultimately proposed to the Transactions Committee for consideration. The holders of the Original SPA Warrants were aware in advance of the period in which a decision would be required to exercise the warrants, and were thus not surprised by the
period or put in a position where they did not have adequate time to consider whether or not to exercise. The culmination of these discussions was the Company and the holders entering into the transaction documents on February 28, 2018.

The Company believes that the Consent and Amendment, and the associated reduction in warrant exercise price did not constitute an issuer tender offer, based
upon the following facts:

•

There were only 34 holders of the Original SPA Warrants, which comprised 10 of the original 11 holders from the private placement transaction from September 2016 (which was also a negotiated transaction); the other 24
investors were distributees of the fund that was the eleventh holder. Almost all of the holders of the Original SPA Warrants participated in the negotiations either personally or through their respective agents. Each of the investors is highly
sophisticated, with very high investing capital, and thus was able to adequately represent its own interests in the negotiation.

•

The terms of the transaction were not dictated by the Company, but were negotiated between the Company and the investors before entering into the Consent and Amendment. As noted above, the holders of the Original SPA
Warrants internally discussed the pricing and other terms of an amendment proposal and communicated their offer to the Transactions Committee, thereby engaging in active negotiation with the Company on such terms. Accordingly, the terms of the offer
were flexible and were not established by the Company on a “take it or leave it” basis.

•

Because of the limited number of holders, there was no publicity or public solicitation.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2018

 Page
 4

•

The negotiations leading to the Consent and Amendment had no expressed or implied time limit. As previously discussed, the holders of the Original SPA Warrants negotiated for more than two months and all parties were
willing to continue negotiating until a satisfactory agreement was reached. In Heritage, the Commission stressed that the short specified period of time coupled with the necessity of making a significant monetary decision is the type of
instance where more significant disclosure is necessary. Id. Heritage was exactly the type of situation that Rule 13e-4 was designed to protect – a difficult economic decision for investors in a short frame of time. By contrast, the
Consent and Amendment was negotiated for a significant period by well financed and advised investors, a situation which should not require the same type of disclosure.

•

There was no “pressure” to enter into the Consent and Amendment. The transaction in question involved holders of the Original SPA Warrants that entered into negotiations with the Company and individually chose
to enter into the aforementioned transactions once they deemed the negotiations had resulted in an acceptable agreement. Accordingly, there was no pressure on any individual to make any type of decision. The Company was willing to issue (and did
issue) replacements for any Original SPA Warrants to holders who did not exercise if that is what the holder desired. Several holders chose not to exercise their Modified SPA Warrants during the Restricted Exercise Period and remain warrant holders
of the Company, at no detriment to their prior position.

•

The final factor, regarding public announcements of a purchasing program concerning the target company is not applicable to the current transaction in question. There were no such purchasing programs contemplated or
public announcements made in connection with or following the transaction.

 Totality of the Circumstances Analysis. In
addition to the 8-factor test advocated by the Commission, the Company notes that various federal courts, under similar circumstances, have utilized another test to hold that there was no tender offer involved. For example, in regard to a case
involving §14 of the Securities Exchange Act of 1934, the Second Circuit in Hanson Trust PLC v. SCM Corp., 774 F.2d 47 (2d Cir. 1985), held that “the question of whether a solicitation constitutes a
‘tender offer’ within the meaning of §14(d) turns on whether, viewing the transaction in light of the totality of circumstances, there appears to be a likelihood that unless the preacquisition filing strictures of the statute
are followed there will be substantial risk that solicitees will lack information needed to make a carefully considered appraisal of the proposal put before them.” Id. at 57 (emphasis added). The Fifth Circuit
reiterates these points as valid when finding a tender offer did not exist in a case where: the transaction was made privately to a small percentage of shareholders; there was no assertion of pressure on any member to sell hastily; the sellers were
highly sophisticated; and there were no allegation of active or widespread advance publicity or public solicitation. Pin v. Texaco, Inc., 793 F.2d 1448 (5th Cir. 1986). In the
current situation, the Company also dealt privately with a small percentage of shareholders, and the negotiations were sufficiently long to rule out the possibility of pressure or short time frames to our prospective sellers. It is also
noteworthy that each warrant holder is also the holder of a significant number of shares of either the Company’s common stock or its convertible preferred stock, which has voting rights on an as-if converted to common basis. The investors
were savvy and sophisticated institutional investors with extensive investing histories. Additionally, there was no active or widespread publicity; the Company only announced the Consent and Amendment after it had become effective, in
accordance with the reporting

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 24, 2018

 Page
 5

requirements of Form 8-K. In the totality of circumstances analysis, the transaction was not the type that generates substantial risk that investors lacked information and were unable to
carefully appraise the value of the proposal. The court expressed the sentiment in Texaco that “[T]his is not a case in which poorly informed shareholders were induced to tender their shares to Texaco through misleading or incomplete
information, which is the evil that §13e was enacted to remedy.” Id. at 9. Our transaction on the whole closely resembles the facts and circumstances of Texaco. This is not an example of investors being
induced to exercise their warrants; rather, it was a well thought out business decision negotiated on fair terms with savvy business investors.

 See
also Stromfeld v. The Great Atlantic & Pacific Tea Co., 496 F. Supp. 1084 (S.D.N.Y. 1980) (privately negotiated acquisition of 42% of common stock from seven selling shareholders was not a tender offer); University Bank and
Trust Company v. Gladstone, 574 F. Supp. 1006 (D. Mass. 1983) (solicitation of options to purchase stock constituting 22% of outstanding stock from 49 shareholders was not a tender offer); Kennecott Copper Corp. v.
Curtiss-Wright Corp., 584 F.2d 1195 (2d. Cir. 1978) (offers to 12 institutional stockholders plus open market purchases was not a tender offer); and Brascan, Ltd. v. Edper Equities, Ltd., 477 F. Supp. 773 (S.D.N.Y. 1979)
(solicitation of between 30 to 50 institutional investors and purchases from 12 other institutional investors was not a tender offer).

 Accordingly, and
particularly in view of the small number of highly sophisticated institutional investors involved and the heavily negotiated and non-public nature of the transaction, the Company believes that the negotiated transaction does not constitute a tender
offer under either of these tests.

 * * * * *

Notwithstanding the foregoing conclusion of the Company, based on discussions with the Staff, the Company proposes to include a risk factor in substantially
the form attached as Annex A hereto in a further amendment to the P/E Amendment. The Company would file the further amendment prior to submitting a request for acceleration of effectiveness of the P/E Amendment. The Company would also
include the risk factor in its periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended, commencing with its next following Form 10-Q for the period ending June 30, 2018.

We appreciate the Staff’s continued review and look forward to hearing from you with respect to this response letter. If you require any additional
information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (314) 259-2447 or by email at
rjendicott@bclplaw.com.

Sincerely,

/s/ Robert J. Endicott

Robert J. Endicott

cc:
Martin Stammer (Stereotaxis, Inc.)

 Annex A

Proposed Risk Factor for P/E Amendment:

 We may
become subject to an SEC enforcement action or private litigation if the SEC concludes that the temporary reduction in the exercise price of the SPA Warrants constituted a tender offer.

The Company has been advised by the staff of the SEC that the temporary reduction in the exercise price of the SPA Warrants during the Restricted Exercise
Period described above may have constituted a tender offer subject to Rule 13e-4 under the Securities Exchange Act of 1934. If the staff takes the position that the Company failed to comply with the tender offer rules, the Company could become
subject to enforcement action by the SEC and, potenti

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CORRESP

 April 26, 2018

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Dan Morris

Re:
Stereotaxis, Inc.

 Post-Effective Amendment No. 1 to

Registration Statement on Form S-1

Filed March 30, 2018

File No. 333-214255

Dear Mr. Morris:

 We are writing this letter on behalf of
Stereotaxis, Inc. (the “Company”) in response to the oral comment, received on or around April 16, 2018, from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) relating to Post-Effective Amendment No. 1, filed on March 30, 2018 (the “P/E Amendment”), to the Registration Statement on Form S-1 (File No. 333-214255) (the “Original Registration Statement”). As noted in the Company’s previous public disclosures, the P/E Amendment was filed to register the resale by the selling
shareholders named therein of up to of 36,923,078 shares of the Company’s common stock issued or issuable upon the exercise of certain Modified SPA Warrants (as defined below). The Staff requested that we respond in writing with our analysis of
the transactions described below relative to Compliance and Disclosure Interpretations, Securities Act Sections, No. 239.07 (“C&DI 239.07”) and No. 239.08 (“C&DI 239.08” and together with C&DI
239.07, the “C&DIs”) of the Division of Corporation Finance. For convenience those C&DIs are set forth on Annex A hereto.

Original Transaction

 The Company originally issued
certain warrants (the “Original SPA Warrants”) in a private placement pursuant to a securities purchase agreement dated September 26, 2016, with the investors party thereto. The Original SPA Warrants had an initial warrant
exercise price of $0.70 per share, subject to certain adjustments, and a term of five (5) years. The Company relied on the private placement exemption under Section 4(a)(2) of, and Rule 506 of Regulation D under, of the Securities Act of
1933, as amended (the “Securities Act”) in connection with the issuance of Original SPA Warrants, as well as for the underlying Company common stock to be issued

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2018

 Page
 2

upon exercise thereof. The Company obtained appropriate representations and warranties in the investment documents to establish its reasonable belief that all of the investors were accredited
investors. In addition, the form of Original SPA Warrant issued to those investors also contained an appropriate restrictive legend under the Securities Act, and contained representations as to accredited investor status at the time of exercise. The
Company, pursuant to a Registration Rights Agreement entered into in connection with the September 2016 offering, filed the Original Registration Statement, registering the resale of the common stock to be issued upon exercise of the Original SPA
Warrants.

 Consent and Amendment

 On
February 28, 2018, the Company entered into a Consent and Amendment with the holders of a majority of the shares of common stock issuable upon exercise of the Original SPA Warrants. Pursuant to the terms of the Original SPA Warrants, the
provisions of the Consent and Amendment were binding on all holders of the Original SPA Warrants.

 The Consent and Amendment amended and restated the
Original SPA Warrants (as so amended, the “Modified SPA Warrants”) to provide for a reduced exercise price for a period of time between March 1, 2018 and March 5, 2018 (the “Restricted Exercise Period”),
provided that (i) exercises of the Modified SPA Warrants at the reduced exercise price would only be effected if the aggregate exercise price for all Modified SPA Warrants exercised during the Restricted Exercise Period was at least $6,000,000
(the “Exercise Condition”); (ii) cashless exercise was not permitted during the Restricted Exercise Period; and (iii) exercising holders were required to enter into a lock-up agreement
with the Company agreeing not to sell the Modified SPA Warrants or the shares received on exercise of the Modified SPA Warrants (the “Warrant Shares”) for a period of 18 months following March 12, 2018. The Consent and
Amendment also provided that the limitations on beneficial ownership of the Company’s common stock set forth in the Original SPA Warrants would not apply to Warrant Shares issued to a holder upon exercises of Modified SPA Warrants during the
Restricted Exercise Period, and eliminated the right of holders to require the Company to redeem their Modified SPA Warrants in exchange for cash in certain circumstances.

As noted in the P/E Amendment, the Consent and Amendment was entered into, and the Modified SPA Warrants were issued in reliance upon, the exemption from
registration afforded by Section 3(a)(9) of the Securities Act, and corresponding provisions of state securities laws. No consideration was received by the Company in connection with entering into the Consent and Amendment.

Furthermore, as noted in the Form 8-K filed in connection with the transactions above on March 6, 2018, the
Company received exercise notices under the Modified SPA Warrants at the reduced exercise price during the Restricted Exercise Period for an aggregate exercise price of $10,021,739, and as a result, the Exercise Condition was satisfied. At
settlement, the Company issued 35,791,927 shares of common stock to the exercising holders as a result of such exercise. In connection with such issuance, the Company relied on the exemption from registration afforded by Section 4(a)(2) and
Rule 506 of Regulation D of the Securities Act, based on

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2018

 Page
 3

representations to the Company made by the warrant holders “that they are accredited investors” as such term is defined in Regulation D. Until registered, the shares of common stock
issued upon such exercise may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. In addition, it was a condition to the exercise of the Modified SPA Warrants that the
exercising holders enter into the lock-up agreement, described above.

 The P/E Amendment relating to the resales
was filed following the exercise of the Modified SPA Warrants; inasmuch as the Company was not relying on the Original Registration Statement or the P/E Amendment in connection with either the 3(a)(9) exchange or the exercise, but only the resale.
At the time of the filing of both the Original Registration Statement and the P/E Amendment, the underlying private placement of the Original SPA Warrants and the Modified SPA Warrants (as well as the issuance of convertible securities underlying
the Modified SPA Warrants) was completed and the investors were at risk for each transaction.

 Discussion

In February 2018, the Company engaged in discussions with certain of the investors regarding amendments to reduce the exercise price of the Warrants, for a
brief period of time, and to remove certain other covenants from the Warrants. The Company discussed the amendments with counsel on various aspects of the amendments, including (1) whether the amendments to the Original SPA Warrants constituted
the issuance of a “new security” and (2) if the answer to that question was yes, whether the resale of the underlying common stock issuable upon exercise of the Modified SPA Warrants could occur under the Original Registration
Statement. Counsel consulted on an informal, oral basis with the Staff on a no names basis as to, in particular, the second of these questions. The Staff noted the C&DIs for the proposition that amendments to other features of the Original SPA
Warrants, in addition to the exercise price and exercise period, would constitute new securities, and advised that as a result the Company would need to file a post-effective amendment to any effective registration statement covering the resale of
shares issuable upon exercise thereof.

 For the balance of this discussion, we have assumed that the amendments to the Original SPA Warrants constituted
the issuance of “new securities.”

 Section 3(a)(9) of the Securities Act applies to “any securities exchanged by the issuer with its
existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” The four main requirements of Section 3(a)(9) were satisfied: (1) the Company was
the issuer of both the Original SPA Warrants and the Modified SPA Warrants; (2) no additional consideration was obtained from any of the holders of the Original SPA Warrants; (3) the exchange transaction was made available exclusively to
the existing holders of the Original SPA Warrants; and (4) the Company did not pay any commission or remuneration for the solicitation of the modifications that resulted in the deemed exchange. We note that the Company sought and received a
fairness opinion relative to the transactions, but the compensation was for a fixed fee (not a commission), was not contingent upon the occurrence of the transaction, and

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2018

 Page
 4

importantly was not for solicitation of the exchange; moreover, no such soliciting activities were conducted by the advisor. See Division of Corporation Finance, Compliance and Disclosure
Interpretations, Question No. 125.07 (Securities Act Sections).1

 We note the Commission’s
guidance that when restricted securities are exchanged for new securities under Section 3(a)(9), the new securities are deemed to be restricted securities and tacking of the holding period of the former securities is permitted. Accordingly, any
such new securities are subject to the same restrictions on transferability of the old securities, and any subsequent transfer of the newly issued securities will require registration or another exemption from registration. See Division of
Corporation Finance, Compliance and Disclosure Interpretations, Question No. 125.08 (Securities Act Sections).

 C&DI 239.07 addressed
Section 3(a)(9) exchange in the context of a registered transaction for warrants and shares issuable upon exercise: “Warrants, and the shares issuable on their exercise, were registered.” (emphasis
added). The second sentence (that “[t]he “Division will not object if the original registration statement (updated to reflect the new terms through a post-effective amendment) is used in connection with the exercise of the new
warrants”) suggests that the exercise was contemplated to be a registered offering, not a private placement.

 As noted above, the Original SPA
Warrants were issued without registration in a private placement under Section 4(a)(2). Such Original SPA Warrants were appropriately legended. The Company did not register the Original SPA Warrants, and they are not actively transferred; since
their issuance only one institutional investor made a distribution to its equity holders (pro rata and for no consideration), but those securities remained restricted securities and were also legended. The Original Registration Statement was not
contemplated to be used in connection with the exercise of the Original SPA Warrants (nor the P/E Amendment for issuance of, or exercise of, the Modified SPA Warrants). It only covered the resale of the shares of the Company’s common stock
following exercise. The Modified SPA Warrants issued in exchange for the Original SPA Warrants were also legended, and were (and to the extent still outstanding, are) subject to the same transfer restrictions as the Original SPA Warrants, consistent
with Staff guidance noted above. The Company duly reported the transaction within four business days on Form 8-K as a Section 3(a)(9) exchange. Moreover, the shares of common stock issued (and issuable)
upon exercise of the Modified SPA Warrants were (or, shares issuable, will be) legended, and have not been resold by the exercising holders. Such shares will not be resold either (1) until the P/E Amendment has been declared effective or
(2) unless another exemption is available. Accordingly, we believe C&DI 239.07 to be inapplicable as to both the issuance of the Modified SPA Warrants and the exercise thereof.

Similarly, although not stated expressly stated in the text thereof, the context of C&DI 239.08 indicates that the issuer is relying on a registration
statement for both (i) the issuance of the warrants (with the “new warrants” being covered by “an appropriate Rule 424(b) prospectus supplement” prior to the initial expiration date of the warrants) as well as (ii) the
exercise of the warrants (under “a current prospectus under Section 10(a)(3)”).

1
 See also Division of Corporation Finance, Compliance and Disclosure Interpretations, Question
No. 125.06 (Securities Act Sections), citing the Seaman Furniture Co., Inc. no-action letter (Oct. 10, 1989) for examples of the types of activities of a third party, such as a financial advisor,
that are consistent with the Section 3(a)(9) exemption.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 April 26, 2018

 Page
 5

 For the same reasons noted above, we believe this is a different factual situation, as neither the issuance
of the Modified SPA Warrants (relating back to a private placement for the Original SPA Warrants) and the exercise thereof (as to which appropriate investment representations were made, with the common stock subject to restrictions and appropriate
legending) were intended to be, or were, covered by either the Original Registration Statement or the P/E Amendment. Accordingly, we believe C&DI 239.082 also to be inapplicable to this
transaction because the exercise of the Modified SPA Warrants was effectuated as a private placement, and not under the Original Registration Statement or the P/E Amendment, which only covers the resale of the shares of common stock issued or
issuable upon such exercise.

 * * * *

 We
appreciate the Staff’s continued review and look forward to hearing from you with respect to this response letter. If you require any additional information on these issues, or if we can provide you with any other information which will
facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (314) 259-2447 or by email at rjendicott@bclplaw.com.

Sincerely,

 /s/ Robert J. Endicott

Robert J. Endicott

 cc:    Martin Stammer
(Stereotaxis, Inc.)

2
As to both C&DIs, we understood the Staff’s oral guidance prior to the transaction to relate specifically to the need to file the P/E Amendment relative to the resale transaction (and as to whether or not the
modifications indeed constituted the issuance of a “new security”).

 Annex A

239.07 Warrants, and the shares issuable on their exercise, were registered. Now the warrants are being exchanged for warrants with a new expiration
date and exercise price in reliance on Section 3(a)(9). The Division will not object if the original registration statement (updated to reflect the new terms through a post-effective amendment) is used in connection with the exercise of the new
warrants. [Nov. 26, 2008]

 239.08 An issuer may extend the exercise period for warrants and/or reduce the warrant exercise price through the filing
and issuance of an appropriate Rule 424(b) prospectus supplement prior to the initial expiration date of the warrants. The issuer may not permit the exercise of such Modified SPA Warrants, however, unless a current prospectus under
Section 10(a)(3) with respect to the shares underlying the warrants is delivered. [Nov. 26, 2008]

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CORRESP

 November 10, 2016

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Stereotaxis, Inc. Registration Statement on Form S-1

 (Commission File No.
333-214255)

 Dear Sir or Madam:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests that the registration statement referred to above be declared effective on Tuesday, November 15, 2016 at 3:00 p.m. E.T. or as soon
thereafter as shall be practicable.

 Very truly yours,

/s/ Martin C. Stammer

 By: Martin C. Stammer

Chief Financial Officer

 cc: Todd M. Kaye

Bryan Cave LLP

Mail Stop 3030
November 4, 2016

Via E -mail
William C. Mills III
Chief Executive Officer
Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, Missouri 63108

Re: Stereotaxis, Inc.
  Registration Statement on Form S-1
Filed  October 26, 2016
  File No.  333-214255

Dear Mr. Mills :

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 Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Todd M. Kay, Esq.
 Bryan Cave LLP

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CORRESP

 October 24, 2013

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Stereotaxis, Inc. Registration Statement on Form S-1

(Commission File No. 333-191054)

 Dear Sir or Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Stereotaxis, Inc. (the “Company”) hereby requests that the registration
statement referred to above be declared effective on Tuesday, October 29, 2013 at 10:00 a.m. E.T. or as soon thereafter as shall be practicable. In addition, the Company hereby acknowledges that:

•

should the Securities and Exchange Commission (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,

/s/ Karen Witte Duros

By:

Karen Witte Duros

Senior Vice President, General Counsel & Secretary

cc:
Robert J. Endicott

Todd M. Kaye

    Bryan Cave LLP

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CORRESP

 [Stereotaxis Letterhead]

October 9, 2013

 VIA EDGAR

 Ms. Amanda Ravitz

 Assistant Director

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Stereotaxis, Inc. (the “Company”)

 Registration Statement on Form S-1

 Filed September 9, 2013

File No. 333-191054 (the “Registration Statement”)

Dear Ms. Ravitz:

 We are writing in response to your
letter dated October 2, 2013 (the “Comment Letter”), setting forth comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Registration Statement. The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, each of the Company’s responses is preceded with an italicized recitation of the
corresponding comment set forth in the Comment Letter.

 Certain Material U.S. Federal Income Tax Consequences, page 32

1.
Please file a tax opinion in accordance with Regulation S-K, Item 601(b)(8). Refer to section III.A.2 of Staff Legal Bulletin No. 19 (CF) (Oct. 14, 2011).

Response: We have filed the requested tax opinion as Exhibit 8.1 to the Registration Statement.

2.
The heading to this section indicates that the disclosure addresses “certain” material tax consequences. Please revise the heading to remove any implication that your disclosures address some but not all
material tax consequences.

 Response: We have revised this heading to remove any implication that our
disclosure addresses some but not all material tax consequences.

 United States Securities and Exchange Commission

October 9, 2013

  Page
 2

3.
Investors are entitled to rely on the opinion and therefore it is inappropriate to indicate that it is provided “for general information only.” Refer to section III.D.1 of Staff Legal Bulletin No. 19
and revise accordingly.

 Response: We have revised this language to remove any indication that the opinion
is for general information only.

 Receipt of Subscription Rights, page 33

4.
Your disclosure on page 34 indicates that stockholders should not recognize taxable income for U.S. federal income tax purposes in connection with the receipt of the subscription rights. Whenever possible, you must
state unequivocally the tax consequences of the transaction, not merely what the consequences “should” be. In each circumstance where counsel is not able to opine on a material tax matter, please say so directly and disclose why you are
not able to provide the disclosure. Please revise your disclosure accordingly and also revise your disclosures on pages 5 and 17, as applicable.

Response: We have revised applicable disclosures to either unequivocally state the tax consequences of the transaction, or where
we are not able to opine on material tax matters, to say so and disclose why we are not able to provide such disclosure.

 Tax Basis in the
Subscription Rights, page 34

5.
To the extent that counsel is not able to opine on a material tax matter, please say so directly. Please also revise to explain why you do not intend to obtain an appraisal of the subscription rights following
distribution of the subscription rights. Also, add risk factor disclosure concerning the uncertainty and provide prominent disclosure of the tax consequences in your “Questions and Answers” section.

Response: We have revised our disclosure to explain why we do not intend to obtain an appraisal of the subscription rights
following the distribution of them, and have added some revisions to the disclosure in the “Questions and Answers” section regarding the tax consequences.

6.
Your disclosure indicates that the valuation of the subscription rights could impact stockholders’ basis in their existing common shares. Accordingly, please revise the heading for this subsection to clarify
that the consequences of the distribution also impact stockholders’ basis in their existing shares.

Response: We have revised the heading for this subsection to clarify that the consequences of the distribution also impact
stockholders’ basis in their existing shares.

*        *        *

 United States Securities and Exchange Commission

October 9, 2013

  Page
 3

 The Company acknowledges that:

•

Should the 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 disclosure in the filing; and

•

The Company it 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.

 If you require any additional information on these issues, or if we can provide you with any other information which will
facilitate your review of these filings, please advise us at your earliest convenience. You may reach me at (314) 678-6138, Robert J. Endicott of Bryan Cave LLP at (314) 259-2447 or Todd M. Kaye of Bryan Cave LLP at (314) 259-2194.

 Very truly yours,

STEREOTAXIS, INC.

/s/ Karen W. Duros

 Karen W. Duros

 Senior Vice President,
General Counsel

 and Secretary

cc:
William C. Mills III

 Martin C. Stammer

Stereotaxis, Inc.

 Robert J.
Endicott

 Todd M. Kaye

 Bryan
Cave LLP

October  2, 2013

Via E -mail
William C. Mills III
Chairman and Interim Chief Executive Officer
Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, MO  63108

Re: Stereotaxis , Inc.
Registration Statement on Form S -1
Filed September  9, 2013
  File No. 333-191054

Dear Mr. Mills :

We have limited our review of your registration statement to those issues we h ave
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 comments apply to your facts and
circumst ances 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, we may have  additional comments.

Certain Material U.S. Federal Income Tax Consequences, page 32

1. Please file a tax opinion in accordance with Regulation S -K, Item 601(b)(8).  R efer to
section III.A.2 of Staff Legal Bulletin No. 19 (CF)  (Oct. 14, 2011).

2. The heading to this section indicates that the disclosure addresses “certain” material tax
consequences.  Please revise the heading to remove any implication that your disclosures
address some but not all material tax consequences.

William C. Mills III
Stereotaxis, Inc.
October  2, 2013
Page 2

 3. Investors are entitled to rely on the opinion and therefore i t is inappropriate to indicate
that it is provided “for general information only.”  Refer to section III.D.1 of Staff Legal
Bulletin No. 19 and revise accordingly.

Receipt of Subscription Rights, page 33

4. Your disclosure on page 34 indicates that stockholders should not recognize taxable
income for U.S. federal income tax purposes in connection with the receipt of the
subscription rights.  W henever possible, you must state unequivocally the tax
consequences of the transaction, not merely what the c onsequences “should” be.  In each
circumstance where counsel is not able to opine on a material tax matter, please say so
directly and disclose why you are not able to provide the disclosure .  Please revise your
disclosure accordingly and also revise your disclosures on pages 5 and 17, as applicable.

Tax Basis in the Subscription Rights, page 34

5. To the extent that c ounsel is not able to opine on a material tax matter, please say so
directly.  Please also revise to explain why you do not intend to obtain an appraisal of the
subscription rights following distribution of the subscription rights.  Also, add risk factor
disclosure concerning the uncertainty and provide prominent disclosure of the tax
consequences in your “Questions and Answers” section.

6. Your disclosure indicates that the valuation of the subscription rights could impact
stockholders’ basis in their existing common shares.  Accordingly, please revise the
heading for this subsection to clarify that the consequences of the distribution also impac t
stockholders’ basis in their existing shares.

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 193 3 and
all applicable Secu rities  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 regist ration 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 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

William C. Mills III
Stereotaxis, Inc.
October  2, 2013
Page 3

 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 requests 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 requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Joseph  McCann  at (202) 551 -6262  or me at (202) 551 -3528  with any
questions.

Sincerely,

 /s/ Amanda Ravitz

 Aman da Ravitz
Assistant Director

cc (via e-mail) : Todd M . Kaye , Esq.  – Bryan Cave LLP

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Stereotaxis, Inc.

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

(314) 678-6100

(314) 678-6300 Fax

August 1, 2012

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Stereotaxis, Inc. Registration Statement on Form S-1

(Commission File No. 333-182053)

Dear Sir or Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request that the registration statement referred to above be declared effective on Friday, August 3, 2012 at 4:15 p.m. E.T. or as soon thereafter
as shall be practicable. In addition, the Company hereby acknowledges that:

·

should the Securities and Exchange Commission (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,

/s/ Karen W. Duros

By: Karen W. Duros

Senior Vice President, General Counsel & Secretary

cc: James Nouss, Jr.

Robert J. Endicott

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Stereotaxis, Inc.

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

(314) 678-6100

(314) 678-6300 Fax

August 1, 2012

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Stereotaxis, Inc. Registration Statement on Form S-1

(Commission File No. 333-181618)

Dear Sir or Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request that the registration statement referred to above be declared effective on Friday, August 3, 2012 at 4:15 p.m. E.T. or as soon thereafter
as shall be practicable. In addition, the Company hereby acknowledges that:

·

should the Securities and Exchange Commission (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,

/s/ Karen W. Duros

By: Karen W. Duros

Senior Vice President, General Counsel & Secretary

cc: James Nouss, Jr.

Robert J. Endicott

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Stereotaxis, Inc.

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

(314) 678-6100

(314) 678-6300 Fax

July 6, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Russell Mancuso and Tom Jones

Re:

Stereotaxis, Inc.

Registration Statement on Form S-1

Filed June 11, 2012

File No. 333-182053

Dear Mr. Mancuso and Mr. Jones:

     I am writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated June 28, 2012, of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the above-referenced filing. This letter sets forth the comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following the comment,
sets forth the Company’s response.

1.

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

     We confirm that we do not intend to seek acceleration of the effective date of this registration statement until after shareholders have authorized the shares offered in the registered transaction at
which time we will also file exhibit 5.1.

Prospectus Summary, page 1

2.

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

     We acknowledge the Staff’s comment and confirm that we will address the applicable comments from your June 15, 2012 letter regarding our registration statement on Form S-1, file no. 333-181618 in
the same manner when we file an amendment to the above-captioned registration statement.

* * * * *

In connection with responding to the Staff’s comments, 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 the Staff’s continued review and look forward to hearing from you with respect to these comment responses. If you require any additional information on these issues, or if we can provide you with any other
information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (314) 678-6138 or by fax at (314) 667-3448.

Sincerely,

/s/ Karen W. Duros

Karen W. Duros

Sr. VP and General Counsel

cc: Samuel W. Duggan II (Stereotaxis, Inc.)

James L. Nouss, Jr.

Robert J. Endicott

June 28, 2012

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

Re: Stereotaxis, Inc.
 Registration Statement on Form S -1
 Filed June 11, 2012
 File No. 333 -182053

Dear Mr. Kaminski :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not be lieve a n amendment is appropriate, please tell us why in your
response.

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

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

Prospectus Summary, page 1

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

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

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

 of all facts relating to a company’s  disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effec tive, it does not foreclose the Commission from taking any action with respect
to the filing;

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

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

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

Sincerely,

       /s/ Russell Mancuso

          Russell Mancus o
          Branch Chief

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

CORRESP
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   DC12395.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

Stereotaxis, Inc.

4320 Forest Park Avenue, Suite 100

St. Louis, MO 63108

(314) 678-6100

(314) 678-6300 Fax

June 21, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Russell Mancuso and Tom Jones

Re: Stereotaxis, Inc.

Registration Statement on Form S-1

Filed May 23, 2012

File No. 333-181618

Dear Mr. Mancuso and Mr. Jones:

     I am writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated June 15, 2012, of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the above-referenced filing. This letter sets forth the comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following the comment,
sets forth the Company’s response.

Prospectus Summary, page 1

1.

Please revise your summary to disclose and quantify your net loss for the fiscal year ended December 31, 2011 and your net loss for the fiscal year ended December 31, 2010.

     The Company will revise the summary to disclose and quantify its net loss for the fiscal year ended December 31, 2011 and its net loss for the fiscal year ended December 31, 2010. Our proposed
disclosure is set forth in our response to Comment #2 below.

2.

Please revise your summary to disclose and quantify the amount of cash that you are spending per month and how long your present funds will last at your current monthly rate.

     We acknowledge the Staff’s comment; however, we believe the requested disclosure should be modified for two reasons. First, our historical cash spending on a per month basis has not been adjusted
to reflect previously announced reductions in operating expenses that the Company plans to implement in the balance of 2012. Second, disclosure of the length of time

that present funds will last, as a precise measure, depends not only on the successful implementation of the operating costs reduction, but on timing and amount of the Company’s revenue as well. The Company no longer provides
prospective earnings guidance, and we believe that disclosure framed in the requested manner may be improperly construed by the market and investors as “backdoor” earnings guidance. However, we acknowledge the Staff’s concern with the
Company’s ongoing liquidity position (and the risks associated with our position) and propose to address those concerns by including the following paragraph within our Prospectus Summary as a new paragraph under the heading, “The
Company”:

     We incurred net losses of approximately $19.9 million and $32.0 million for the years ended December 31, 2010 and December 31, 2011, respectively, and expect such losses to continue through at
least the year ending December 31, 2012. During the quarter ended March 31, 2012, we had an aggregate of approximately $12.7 million in operating expenses, an operating loss of approximately $4.2 million, and a net loss of approximately
$5.8 million. On May 8, 2012, we announced that we expect to reduce operating expenses by 15-20% from first quarter levels by the 2012 fourth quarter. As of March 31, 2012, on a pro forma basis to give effect to completion of the convertible
debentures and common stock offerings described in this prospectus as if they had occurred on such date and receipt of the net proceeds from those offerings, we had cash and cash equivalents of $27.4 million. We believe our existing cash, cash
equivalents and borrowing facilities will be sufficient to fund our operating and investing activities through the next 12 months. However, this estimate is based on the timing of revenue, which can be highly uncertain, as well as the timing of our
expenses and other capital needs. Therefore, we cannot assure you that we will not require additional financing before that time.

Exhibit 5.1

3.

Investors are entitled to rely on the opinion that you file. Please file an opinion that does not include the reliance limitation mentioned in the first sentence of the last paragraph in this exhibit. See Staff Legal Bulletin
No. 10 Section II.B.3.d.

     Bryan Cave LLP has advised that they will remove the first sentence of the last paragraph of their legal opinion, and it will be filed with a pre-effective amendment to the registration statement.

* * * * *

In connection with responding to the Staff’s comments, 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 the Staff’s continued review and look forward to hearing from you with respect to these comment responses. If you require any additional information on these issues, or if we can provide you with any other
information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach me at (314) 678-6138 or by fax at (314) 667-3448.

Sincerely,

/s/ Karen W. Duros

Karen W. Duros

Sr. VP and General Counsel

cc: Samuel W. Duggan II (Stereotaxis, Inc.)

James L. Nouss, Jr.

Robert J. Endicott

June 15, 2012

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

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

Dear Mr. Kaminski :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe a n amendment is appropriate, please tell us why in your
response.

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

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

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

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

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

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

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

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

Sincerely,

       /s/ Russell Mancuso

          Russell Mancuso
          Branch Chief

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

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

       DIVISION OF
CORPORATION FINANCE

 December 9, 2011
Via Email

Mr. Michael P. Kaminski
Chief Executive Officer Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 St. Louis, MO 63108
 Re: Stereotaxis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 11, 2011 File No.  000-50884

Dear Mr. Kaminski:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose 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 ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
         /s/ Kevin L. Vaughn
        Kevin L. Vaughn
        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

Correspondence

 December 8, 2011

 VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Tara Harkins and Lynn Dicker

Re:
Stereotaxis, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 11, 2011

File No. 000-50884

 Dear
Ms. Harkins and Ms. Dicker:

 I am writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in
response to the letter, dated December 7, 2011, of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the above-referenced filing. This letter sets forth the comment of the
Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following the comment, sets forth the Company’s response.

 Form 10-K for the Year Ended December 31, 2010

 General

1.
Please provide the three acknowledgements included at the end of our October 27, 2011 comment letter. For your reference, we have repeated the acknowledgements
below. Please note that the acknowledgements must be provided by an authorized officer of the Company.

Stereotaxis, Inc • 4320 Forest Park Avenue • Suite 100 • St. Louis, MO • 63108 • (314) 678-6100 •
(314) 678-6300 Fax

 In connection with responding to the Staff’s comments, 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 the Staff’s continued review and look forward to hearing from you with respect to
this comment response. If you require any additional information on this issue, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You may
reach me at (314) 678-6007 or by fax at (314) 678-6110.

 Sincerely,

 /s/ Samuel W. Duggan II

 Samuel W. Duggan II

cc:
James L. Nouss, Jr. (Bryan Cave)

Robert J. Endicott (Bryan Cave)

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

       DIVISION OF
CORPORATION FINANCE

 December 7, 2011
Via Email

Mr. Michael P. Kaminski
Chief Executive Officer 4320 Forest Park Avenue, Suite 100 St. Louis, MO 63108
 Re: Stereotaxis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 11, 2011 File No.  000-50884

Dear Mr. Kaminski:

We have reviewed your response dated November 22, 2011 and have the following
additional comment.  We have li mited our review to only your fi nancial statements and related
disclosures and do not intend to expand our review to other portions of your documents.  In some
our comment, we may ask you to provide us w ith information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

Form 10-K for the Year Ended December 31, 2010

 General

 1. Please provide the three acknow ledgements included at th e end of our October 27, 2011
comment letter.  For your reference, we ha ve repeated the acknowledgements below.
Please note that the acknowledgements must be  provided by an authorized officer of the
Company.

Mr. Michael P. Kaminski
Stereotaxis, Inc. December 7, 2011 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 Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tara Harkin s, Staff Accountant, at (202) 551-3639 or Lynn Dicker,
Reviewing Accountant, at (202) 551-3616 if you have questions re garding these comments.  In
this regard, do not hesitate to contact me at (202) 551-3643.

       S i n c e r e l y ,
                 /s/ Lynn Dicker for
        Kevin L. Vaughn
        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

Correspondence Letter

 November 22, 2011

 VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Tara Harkins and Lynn Dicker

    Re:

 Stereotaxis, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed March 11, 2011

 File No. 000-50884

 Dear Ms. Harkins and Ms. Dicker:

 We are writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated October 27, 2011, of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the above-referenced filing. This letter sets forth each comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following each
comment, sets forth the Company’s response.

 Form 10-K for the Year Ended December 31, 2010

Notes to Financial Statements, page 60

Note 2. Summary of Significant Accounting Policies, page 60

 -Revenue and Cost of Revenue, page 61

1.
We note that you may enter into bill and hold arrangements with your customers by delivering systems to a non-hospital site at the customer’s request. Please
tell us and revise your future filings to explain in more detail the nature of your bill and hold arrangements with your customers and to explain how you meet the criteria outlined in SAB Topic 13A3(a) in order to recognize revenue when delivery has
occurred to a non-hospital site. Within your discussion, please quantify the amount of revenue and related costs of sales whereby your customers have not taken delivery of their products but you have recognized revenue under bill and hold
arrangements for each reporting period presented. Please provide us with a sample of your proposed disclosure.

SEC

Bryan Cave LLP

November 22, 2011

 Page
 2

 When hospitals purchase
capital equipment from the Company, the hospital typically provides a shipping destination that is the hospital construction site, a warehouse on the hospital premises, or an off-site warehouse. In all cases, the Company ensures that delivery has
occurred to the location specified by the customer and title and risk of loss have transferred before recognizing revenue. The Company does not believe that delivery to an off-site warehouse meets the strict definition of “bill-and-hold”
transactions, because delivery has occurred and title and risk of loss have transferred. Customers generally request delivery to a site other than directly to the hospital as the equipment is part of a larger construction project and staging is
required. Hospital sites have limited, if any, storage or staging areas. Hospitals typically own, or often rent, warehouse space for supply storage and/or construction staging purposes. To ensure delivery has occurred under the strictest of revenue
recognition guidelines, the Company evaluates the transaction according to the criteria outlined in SAB Topic 13A3(a) when products are delivered to an off-site warehouse.

 The Company believes that the disclosure to which you refer may inadvertently imply that the Company enters into “bill-and-hold” transactions, in which the Company recognizes revenue after
segregating inventory at one of its facilities, or ships to a third party warehouse, but retains title and risk of loss. The Company has not recognized any revenue or related cost of sales in situations where title and risk of loss did not transfer
to the customer. In the future, the Company proposes to remove the following two sentences and replace them as indicated below:

 Existing:

 We may deliver systems to a non-hospital site at the customer’s request. We evaluate whether delivery has occurred
considering general accounting principles for revenue recognition with respect to “bill and hold” transactions.

 Proposed:

 We do not recognize revenue in situations in which inventory remains at a Stereotaxis warehouse or in situations in which
title and risk of loss have not transferred to the customer. However, we may deliver systems to a non-hospital site at the customer’s request as outlined in the terms and conditions of the sales agreement, in which case we evaluate whether the
substance of the transaction meets the delivery and performance requirements for revenue recognition under “bill and hold” guidance.

Note 6. Intangible Assets, page 66

2.
We note your disclosures related to the agreement to issue 450,000 shares of your common stock to a consultant in exchange for intellectual property rights. Please
explain to us how you determined the fair value of the 200,000 shares that were issued upon execution of the agreement and how you determined that the remaining unissued shares meet the equity classification under Topic 480 of the FASB Accounting
Standards Codification.

SEC

Bryan Cave LLP

November 22, 2011

 Page
 3

 In June 2010, the Company
entered into an agreement to issue 450,000 shares of common stock to a consultant in exchange for intellectual property rights. The Company issued 200,000 shares on June 4, 2010 and agreed to issue an additional 250,000 shares in aggregate over
the next 3 years. On June 4, 2010, the Company recorded an asset for the acquired intellectual property. In addition, the Company recorded entries to common stock and additional paid-in capital for the shares issued as of June 4, 2010, and
recorded the fair value of the unissued shares in additional paid-in capital.

 Paragraph 480-10-15-8 of the FASB Accounting
Standards Codification states that, “[t]he guidance in the Distinguishing Liabilities from Equity Topic does not apply to an obligation under share-based compensation arrangements if that obligation is accounted for under Topic 718 or Subtopic
505-50.” The Company believes that this transaction falls under the guidance in Subtopic 505-50 based on the fact that the Company acquired intellectual property by issuing its shares, which meets the requirements under Paragraph 505-50-15-2 of
the FASB Accounting Standards Codification.

 Regarding measurement date, Paragraph 505-50-25-7 of the FASB Accounting
Standards Codification states that if there is no further obligation on the part of the grantee when the agreement was finalized, the measurement date has been established. Therefore, the intellectual property was valued based on the closing price
of $3.70 per share on the date that the agreement was entered into, June 4, 2010, multiplied by the number of shares provided to the consultant in the agreement, 450,000.

 The Company does not believe that the shares are subject to any features mentioned in the guidance outlined in Topic 718 or Topic 480 that would require them to be recorded as a liability. The equity
instrument will not be settled in cash, the value was fixed and determinable on the date the agreement was executed as no further service or vesting was required of the individual from whom the Company purchased the intellectual property, and there
were no unusual terms. The unissued shares did not represent mandatorily redeemable financial instruments. In addition, the obligation to issue the remaining shares is not contingent upon settlement using a variable number of shares, the number of
shares and the overall monetary consideration was determined on the date the agreement was executed. Therefore, the Company has recorded the shares in equity since it believes this classification best reflects the substantive terms of the award.

 Note 8. Long-Term Debt and Credit Facilities, page 67

3.
We note on page 69 that you have an arrangement with Biosense Webster Advance whereby you offset the outstanding royalties owed by Biosense Webster for outstanding
royalty advances and deferred research and development expenses and accrued interest. Please explain to us in more detail how you present this arrangement on your balance sheets as of December 31, 2010 and 2009. If you present these on a net
basis, please explain to us in more detail how you meet the right of offset requirements outlined in Topic 210-20 of the FASB Accounting Standards Codification.

SEC

Bryan Cave LLP

November 22, 2011

 Page
 4

 The Company nets all
outstanding royalty advances, deferred research and development expenses, and accrued interest owed to Biosense Webster as aggregated amounts presented in debt on the balance sheet. As of December 31, 2009, the amount due to Biosense Webster
related to these items was reported in debt in the amount of $13,346,654, of which $3,000,000 was classified as short-term. As of December 31, 2010, the amount due to Biosense Webster related to these items was reported in debt in the amount of
$7,894,091, all of which was classified as short-term.

 Based on the Second Amendment to Development Alliance and Supply
Agreement, the revenue share advance and any interest thereon, as well as deferred research and development expenses and any interest thereon, are recouped by Biosense Webster by deduction of amounts otherwise owed to Stereotaxis for royalties. The
Company believes that it fulfills the requirements for right of setoff specified in Topic 210-20 of the FASB Accounting Standards Codification based on the fact that the amounts owed under this agreement are determinable amounts, there is a
contractual right of setoff, which is enforceable by law, and that the Company has a practice of setting off the amounts owed with the amounts due to Biosense Webster.

 Note 15. Segment Information, page 77

4.
Paragraph 280-10-50-41(a) of the FASB Accounting Standards Codification requires separate disclosure of material revenues attributed to an individual foreign country
and the basis of attributing revenues from external customers to individual countries. Please explain to us how your current presentation complies with that guidance.

The Company’s Segment Information footnote discloses revenue from the United States as well as all foreign countries in total. Due
to the fact that no revenue attributable to an individual foreign country was material, no separate disclosure of this information was necessary. However, based on the guidance in Paragraph 280-10-50-41(a) of the FASB Accounting Standards
Codification, the Company must disclose its basis for attributing revenues from external customers to individual countries. The Company will add the following disclosure to this footnote in future filings:

“Revenues are attributed to countries based on the location of the customer.”

*     *     *     *     *

SEC

Bryan Cave LLP

November 22, 2011

 Page
 5

 In connection with
responding to the Staff’s comments, 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 the Staff’s continued review and look forward to hearing from you with respect to
these comment responses. If you require any additional information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You
may reach me at (314) 259-2447 or by fax at (314) 259-2020.

 Sincerely,

 /s/ Robert J. Endicott

 Robert J. Endicott

cc:

 Samuel W. Duggan II (Stereotaxis, Inc.)

 James L. Nouss, Jr.

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

       DIVISION OF
CORPORATION FINANCE

 October 27, 2011
Via Email

Mr. Michael P. Kaminski
Chief Executive Officer 4320 Forest Park Avenue, Suite 100 St. Louis, MO 63108
 Re: Stereotaxis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 11, 2011 File No.  000-50884

Dear Mr. Kaminski:

We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 te n business days 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2010

Notes to Financial Statements, page 60
 Note 2.  Summary of Significan t Accounting Policies, page 60

 -Revenue and Cost of Revenue, page 61

   1. We note that you may enter into bill and hold arrangements with your customers by
delivering systems to a non-hospital site at th e customer’s request.  Please tell us and
revise your future filings to explain in mo re detail the nature of your bill and hold
arrangements with your customers and to e xplain how you meet the criteria outlined in

Mr. Michael P. Kaminski
Stereotaxis, Inc. October 27, 2011 Page 2
 SAB Topic 13A3(a) in order to recognize re venue when delivery has occurred to a non-
hospital site.   Within your discussion, please quantify the amount of revenue and related
costs of sales whereby your customers have not taken delivery of their products but you
have recognized revenue under bill and hold arrangements for each reporting period
presented.  Please provide us with a sa mple of your proposed disclosure.
 Note 6.  Intangible Assets, page 66

 2. We note your disclosures rela ted to the agreement to issue 450,000 shares of your
common stock to a consultant in exchange for intellectual property rights.  Please explain
to us how you determined the fair value of the 200,000 shares that were issued upon execution of the agreement and how you determ ined that the remaining unissued shares
meet the equity classification under Topi c 480 of the FASB Accounting Standards
Codification.
 Note 8.  Long-Term Debt and Credit Facilities, page 67

 3. We note on page 69 that you have an arrangement with Biosense Webster Advance
whereby you offset the outstanding royalties owed by Biosense Webster for outstanding
royalty advances and deferred research and de velopment expenses and accrued interest.
Please explain to us in more detail how you present this arrangement on your balance
sheets as of December 31, 2010 and 2009.  If you present these on a net basis, please
explain to us in more detail how you meet th e right of offset requirements outlined in
Topic 210-20 of the FASB Accoun ting Standards Codification.
 Note 15.  Segment Information, page 77

 4. Paragraph 280-10-50-41(a) of the FASB A ccounting Standards Codification requires
separate disclosure of material revenues at tributed to an individual foreign country and
the basis of attributing revenues from external  customers to individu al countries.  Please
explain to us how your current presenta tion complies with that guidance.

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 requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. Michael P. Kaminski
Stereotaxis, Inc. October 27, 2011 Page 3
  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tara Harkin s, Staff Accountant, at (202) 551-3639 or Lynn Dicker,
Reviewing Accountant, at (202) 551-3616 if you have questions re garding these comments.  In
this regard, do not hesitate to contact me at (202) 551-3643.

       S i n c e r e l y ,
                 /s/ Lynn Dicker for          Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

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[STEREOTAXIS LETTERHEAD]

September 15, 2009

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mary Beth Breslin and Daniel Morris

            Re:

            Stereotaxis, Inc.

            Registration Statement on Form S-3

            Filed August 6, 2009

            File No. 333-161078

Dear Ms. Breslin and Mr. Morris:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Stereotaxis, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 be permitted to become effective on September 15, 2009 at 4:30 p.m. Eastern Time.

In addition, the Company hereby acknowledges that:

            •

            should the Securities and Exchange Commission (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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Robert J. Endicott of Bryan Cave LLP at (314) 259-2447, if you have any questions or comments.  Thank you for your continued assistance.

Very truly yours,

Stereotaxis, Inc.

By:  /s/ James M. Stolze

James M. Stolze

Vice President and Chief Financial Officer

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[STEREOTAXIS LETTERHEAD]

September 15, 2009

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mary Beth Breslin and Daniel Morris

            Re:

            Stereotaxis, Inc.

            Registration Statement on Form S-3

            Filed August 6, 2009

            File No. 333-161077

Dear Ms. Breslin and Mr. Morris:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Stereotaxis, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 be permitted to become effective on September 15, 2009 at 4:30 p.m. Eastern Time.

In addition, the Company hereby acknowledges that:

            •

            should the Securities and Exchange Commission (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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Robert J. Endicott of Bryan Cave LLP at (314) 259-2447, if you have any questions or comments.  Thank you for your continued assistance.

Very truly yours,

Stereotaxis, Inc.

By:  /s/ James M. Stolze

James M. Stolze

Vice President and Chief Financial Officer

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            Robert J. Endicott

Direct: (314) 259-2447
 rjendicott@bryancave.com

September 10, 2009

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mary Beth Breslin and Daniel Morris

            Re:

            Stereotaxis, Inc.

            Registration Statement on Form S-3

            Filed August 6, 2009

            File No. 333-161078

Dear Ms. Breslin and Mr. Morris:

We are writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated August 24, 2009, of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the above-referenced filing.  This letter sets forth each comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response. Note that comment letter referred to a separate letter from the Staff, also dated August 24, 2009, setting forth certain comments to the Company’s 10-K for the Fiscal Year Ended December 31, 2008, filed March 13, 2009 and Form 8-K dated August 6, 2009 (File No. 000-50884).

Incorporation of Certain Documents by Reference, page 29

1.  Please resolve all comments regarding your Exchange Act reports before request acceleration of the effective date of the registration statement.

The Company understands that it has resolved all comments with the Staff set forth in the separate letter regarding the referenced Exchange Act reports.

*     *     *     *     *

We note the Staff’s request that the Company include certain acknowledgements in any request for acceleration of effectiveness of the registration statement, and the Company will comply with such request. If you require any additional information on

SEC

September 10, 2009

Page 2

these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience.  You may reach me at (314) 259-2447 or by fax at (314) 552-8447.

Sincerely,

/s/ Robert J. Endicott

Robert J. Endicott

            cc:

            James M. Stolze (Stereotaxis, Inc.)
James L. Nouss, Jr.
Cliff Jenks

CORRESP
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            Robert J. Endicott

Direct: (314) 259-2447
 rjendicott@bryancave.com

September 10, 2009

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mary Beth Breslin and Daniel Morris

            Re:

            Stereotaxis, Inc.

            Registration Statement on Form S-3

            Filed August 6, 2009

            File No. 333-161077

Dear Ms. Breslin and Mr. Morris:

We are writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated August 24, 2009, of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the above-referenced filing.  This letter sets forth each comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response. Note that comment letter referred to a separate letter from the Staff, also dated August 24, 2009, setting forth certain comments to the Company’s 10-K for the Fiscal Year Ended December 31, 2008, filed March 13, 2009 and Form 8-K dated August 6, 2009 (File No. 000-50884).

Incorporation of Certain Documents by Reference, page 36

1.  Please resolve all comments regarding your Exchange Act reports before request acceleration of the effective date of the registration statement.

The Company understands that it has resolved all comments with the Staff set forth in the separate letter regarding the referenced Exchange Act reports.

*     *     *     *     *

We note the Staff’s request that the Company include certain acknowledgements in any request for acceleration of effectiveness of the registration statement, and the Company will comply with such request. If you require any additional information on

SEC

September 10, 2009

Page 2

these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience.  You may reach me at (314) 259-2447 or by fax at (314) 552-8447.

Sincerely,

/s/ Robert J. Endicott

Robert J. Endicott

            cc:

            James M. Stolze (Stereotaxis, Inc.)
James L. Nouss, Jr.
Cliff Jenks

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
 September 9, 2009
 Mr. James M. Stolze Vice President and Chief Financial Officer Stereotaxis, Inc. 4320 Forest Park Ave., Suite 100 St. Louis, Missouri  63108
 Re: Stereotaxis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed March 13, 2009 Form 8-K Dated August 6, 2009 File No.  000-50884

Dear Mr. Stolze:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,           Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

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[Stereotaxis letterhead]

September 8, 2009

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Kevin L. Vaughn and Martin James

            Re:

            Stereotaxis, Inc.

            10-K for the Fiscal Year Ended December 31, 2008

            Filed March 13, 2009

            Form 8-K Dated August 6, 2009

            File No. 000-50884

Gentlemen:

Reference is made to your letter dated August 24, 2009 and that certain letter to your attention from Bryan Cave LLP dated September 3, 2009 in response thereto regarding Stereotaxis, Inc. (the “Company”) and the above-referenced filings (the “Filings”).  In connection with the foregoing, the Company hereby acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; (ii) Securities and Exchange Commission (the “Commission”) staff (“Staff”) comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to such filings; and (iii) 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.

Sincerely,

/s/ James M. Stolze

James M. Stolze

Vice President and Chief Financial Officer

cc:  Robert J. Endicott, Esq.

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            Robert J. Endicott

Direct: (314) 259-2447
 rjendicott@bryancave.com

September 3, 2009

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Kevin L. Vaughn and Martin James

            Re:

            Stereotaxis, Inc.

            10-K for the Fiscal Year Ended December 31, 2008

            Filed March 13, 2009

            Form 8-K Dated August 6, 2009

            File No. 000-50884

Gentlemen:

We are writing this letter on behalf of Stereotaxis, Inc. (the “Company”) in response to the letter, dated August 24, 2009, of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the above-referenced filings.

This letter sets forth each comment of the Staff in the comment letter (italicized and numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.

Form 8-K dated August 6, 2009

Item 8.01 - Explanatory Note

1. You state here that “this . . . amends Stereotaxis, Inc.’s Annual Report on Form 10-K for the year ended December 31,2008.”  While an Item 8.01 Form 8-K can be used to
 provide additional information regarding events that occurred after the Form 10-K was filed, we do not believe it is an appropriate mechanism to amend a Form 10-K.  As such, please revise the Form 8-K to remove the language indicating that the Form 8-K
represents an amendment to the Form 10-K.

United States Securities and Exchange Commission

September 3, 2009

Page 2

The Company proposes filing an amendment to the Current Report on Form 8-K dated August 6, 2009 (the “Original 8-K”) pursuant to Form 8-K/A (the “Amendment”).  The text of Item 8.01 of the Amendment would read as follows:

            ITEM 8.01.

            OTHER EVENTS

Stereotaxis, Inc. (the “Company”) is filing this Current Report on Form 8-K/A, which amends its Current Report on Form 8-K filed on August 6, 2009 (the “Original 8-K Filing”), to clarify that the Original 8-K Filing did not amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (filed with the Securities and Exchange Commission (“SEC”) on March 13, 2009) (the “2008 Form 10-K”).  All references in the Original 8-K Filing to “amendment” for the 2008 Form 10-K are hereby deleted.  Rather, the Original 8-K and this Current Report on Form 8-K/A instead serve to update the historical financial statements included in the 2008 Form 10-K.  In addition, the Company has revised and refiled herewith the financial statements originally included in the Original 8-K Filing to remove the reference to
“(Unaudited)” in Note 19 to such financial statements regarding liquidity and cash flows

Except as described above, this Current Report on Form 8-K/A and the Original 8-K Filing do not update or change any other information set forth in the 2008 Form 10-K, and the Company has not updated disclosures included herein to reflect any events that occurred subsequent to March 13, 2009.  Accordingly, the other information in the Company’s 2008 Form 10-K remains unchanged, and this Current Report on Form 8-K/A and the Original 8-K Filing should be read in conjunction with the Company’s 2008 Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Company’s 2008 Form 10-K.

Exhibit 99.1

2. We note the audit report included herein is dated “March 12,2009, except Note 19, as to which the date is August 6, 2009.”  However, Note 19 of the consolidated financial statements included herein is labeled as “unaudited.” Please revise the financial statements to correct this inconsistency by removing the “unaudited” label from Note 19.

The Company will correct the inconsistency by removing the “unaudited” label from Note 19.  Such change will be reflected in Exhibit 99.1 filed with the Amendment.

*     *     *     *     *

We appreciate the Staff’s continued review and look forward to hearing from you with respect to these comment responses.  If you require any additional information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please

United States Securities and Exchange Commission

September 3, 2009

Page 3

advise us at your earliest convenience.  You may reach me at (314) 259-2447 or by fax at (314) 552-8447.

Sincerely,

/s/ Robert J. Endicott

            cc:

            Michael P. Kaminski

            James M. Stolze

            James L. Nouss, Jr.

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

Mail Stop 3030

August 24, 2009
Michael P. Kaminski  President and Chief Executive Officer  Stereotaxis, Inc.  4320 Forest Park Avenue, Suite 100  St. Louis, Missouri 63108
Re: Stereotaxis, Inc.
Registration Statement on Form S-3 Filed August 6, 2009  File No.  333-161078
 Dear Mr. Kaminski:

We have limited our review of your filing to those issues we have addressed in
our comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this 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.
 Incorporation of Certain Docu ments by Reference, page 29

 1. Please resolve all comments regardi ng your Exchange Act reports before
requesting acceleration of th e effective date of the registration statement.

As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly

Michael P. Kaminski
Stereotaxis, Inc.
August 24, 2009  Page 2   facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, 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 pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Michael P. Kaminski
Stereotaxis, Inc.  August 24, 2009  Page 3
Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3314 with
any questions.

     S i n c e r e l y ,          D a n i e l  M o r r i s
Special Counsel

cc (via facsimile):  James L. Nouss, Jr., Esq.
   Robert J. Endicott, Esq.
Bryan Cave LLP

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

Mail Stop 6010

November 26, 2007

Via Facsimile and U.S. Mail

Mr. Bevil J. Hogg Chief Executive Officer Stereotaxis, Inc.
4320 Forest Park Avenue, Suite 100
St. Louis, MO  63108
 Re: Stereotaxis, Inc.
  Form 10-K for the year ended December 31, 2006
Filed March 13, 2007
File No. 0-50884
Dear Mr. Hogg:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           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

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            DIGITAL SOLUTIONS FOR INTERVENTIONAL MEDICINE

October 26, 2007

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Kaitlin Tillan, Assistant Chief Accountant

100 F Street N.E.

Washington, D.C. 20549

            RE:

            Stereotaxis, Inc.

Form 10-K for the fiscal year ended December 31, 2006
Filed March 13, 2007
Form 10-Q for the quarter ended June 30, 2007

            File No. 0-50884

Dear Ms. Tillan:

This letter sets forth the response of Stereotaxis, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in your letter dated October 12, 2007 regarding the Staff’s review of the Company’s Form 10-K for the fiscal year ended December 31, 2006, filed March 13, 2007 and the Company’s Form 10-Q for the quarter ended June 30, 2007, filed August 9, 2007.

Form 10-Q for the Quarterly Period Ended June 30, 2007

Financial Information, page 3

Revenue Recognition, page 6

            1.

            Please refer to prior comment 15.  Please disclose, similar to your response, that you changed how you applied SAB 104 and EITF 00-21, why you made the change, and when you made the change.

Commencing with the Form 10-Q for the quarter ended September 30, 2007, the Company will provide the requested disclosure, consistent with the Company’s response to prior comment 15.

* * * * *

Ms. Kaitlin Tillan

Securities and Exchange Commission

October 26, 2007

Page 2

Please direct any additional questions or comments to my attention at (314) 678-6105. My fax number is (314) 678-6110.

Sincerely,

/s/ James M. Stolze

James M. Stolze

Vice President and Chief Financial Officer

            cc:

            Bevil J. Hogg

            Ruth Saphian

            Amy Smith

            James L. Nouss, Jr.

            Robert J. Endicott

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

Mail Stop 6010

October 12, 2007

Via Facsimile and U.S. Mail

Mr. Bevil J. Hogg Chief Executive Officer Stereotaxis, Inc. 4320 Forest Park Avenue, Suite 100 St. Louis, MO  63108
 Re: Stereotaxis, Inc.
  Form 10-K for the year ended December 31, 2006
Filed March 13, 2007
Form 10-Q for the quarter ended June 30, 2007 File No. 0-50884
Dear Mr. Hogg:

We have reviewed your filing and have the following comment.  We have limited our
review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional 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 filing.  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.

Mr. Bevil J. Hogg
Stereotaxis, Inc. October 12, 2007 Page 2

Form 10-Q for the Quarterly Period Ended June 30, 2007

 Financial Information, page 3

 Revenue Recognition, page 6

 1. Please refer to prior comment 15.  Please disclose, similar to your response, that you changed how you applied SAB 104 and EITF 00-21, why you made the change, and when you made the change.

 As appropriate, please respond to this comment 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 response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3604 if you have questions regarding these comments.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,
Kaitlin Tillan
         Assistant Chief Accountant

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            DIGITAL SOLUTIONS FOR INTERVENTIONAL MEDICINE

September 14, 2007

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Kaitlin Tillan, Assistant Chief Accountant

100 F Street N.E.

Washington, D.C. 20549

            RE:

            Stereotaxis, Inc.

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

Form 10-Q for the quarter ended June 30, 2007

File No. 0-50884

Dear Ms. Tillan:

This letter sets forth the response of Stereotaxis, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in your letter dated August 30, 2007 regarding the Staff’s review of the Company’s Form 10-K for the fiscal year ended December 31, 2006, filed March 13, 2007 and the Company’s Form 10-Q for the quarter ended June 30, 2007, filed August 9, 2007.  The Company’s responses set forth below correspond to the comments as numbered in the Staff’s letter.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 46

Critical Accounting Policies and Estimates, page 47

            1.

            Your critical accounting policy disclosure for revenue recognition, investments and inventories does not provide the information related to the underlying estimates and judgments required by FR-72 and SEC Release No. 33-8098.  The critical accounting policy discussion should supplement, not duplicate, the description of accounting policies that are disclosed in the notes to the financial statements.  While accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present a company’s analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time.  Please revise future filings as necessary to specifically
address the following:

            •

            Provide information regarding how you arrived at the estimate;

            •

            How accurate the estimate or assumption has been in the past;

            •

            How much the estimate or assumption has charged in the past; and

            •

            Whether the estimate or assumption is reasonably likely to change in the future.

Ms. Kaitlin Tillan

Securities and Exchange Commission

September 14, 2007

Page 2

The Company will revise its future filings to address the estimates and assumptions related to the critical accounting policies that can materially impact the Company’s reported financial condition or results of operations.

Financial Statements, page 57

Statement of Operations, page 60

            2.

            Consistent with Items 5-03.1 and .2 of Regulation S-X, you should generally state revenues and costs of revenues derived from each subcaption separately.  As described in Rule 5-03(b), you may combine income from each class which is not more than 10 percent of the sum of the items with another class that is derived from more than one of the subcaptions in Rule 5-03.1.  However, if you combine items, you should also combine related costs and expenses as described under Rule 5-03.2 in the same manner.  Please revise in future filings.

The Company will revise its future filings to include separate costs and expenses consistent with the revenue items that are presented separately in accordance with Item 5-03.1 and .2 of Regulation S-X.

Note 2.  Summary of Significant Accounting Policies, page 65

Revenue and Costs of Revenue, page 66

            3.

            With reference to the first paragraph of this section, we note that the sentence refers to “the above criteria.”  This appears to be an error in the placement of this paragraph since there is no discussion of revenue recognition criteria preceding this paragraph.  Please correct and complete your disclosure in future filings.

The Company will revise its future filings to correct the placement of references to the relevant revenue recognition criteria.

            4.

            In the third paragraph you disclose that you record costs for installation, training and product maintenance at the time of sale.  In the second paragraph you disclose that revenues from services are deferred and amortized over the service period.  Please tell us why you record costs for these services at the time of sale while you defer the related revenues.  Cite the accounting literature upon which you relied.

A standard, generally one-year, warranty is included in our system sales. The Company accrues the estimated costs of equipment
maintenance during the warranty period at time of sale in accordance with SFAS No. 5. The Company may also sell a service plan that
generally begins subsequent to expiration of the product warranty period. The service plan revenue is deferred and amortized to
income over the relevant plan period on a straight line basis. Costs associated with equipment service during the service plan period
are charged to expense as incurred.  The Company believes the sentence you refer to may incorrectly imply that service costs related
to service plans are being charged to the income statement at the

Ms. Kaitlin Tillan

Securities and Exchange Commission

September 14, 2007

Page 3

time of equipment sale. Prior to the quarter ended June 30, 2007 all costs related to installation were expensed at the time of
system revenue recognition as there were no installation revenues deferred. Beginning in the quarter ended June 30, 2007 installation
costs are recognized in the same period that installation revenues are recognized. The separation of system revenue and installation
revenues is more fully discussed in our response to SEC comment 15 below. Training costs, which are incidental, are estimated and
accrued at the time of system revenue recognition. The Company will revise this sentence in future filings to more appropriately
describe the period in which maintenance under system warranties, equipment service under service plans and installation and training
costs are charged to expense.

            5.

            Total current and long-term deferred revenue as of December 31, 2006 is $6,883,727.  Please show us the significant components of this deferred revenue balance and tell us how you are recognizing the related revenue (for example, straight-line over the maintenance period of 12 months).

Deferred revenue at December 31, 2006 consists of the following:

            Deposits received on equipment orders

            $2,952,700

            Deferred license fees

            1,969,307

            Deferred service contract fees

            1,835,028

            Other

            126,692

            Total Current and Long Term

            $6,883,727

Deposits on equipment orders are recognized in revenue at the time of revenue recognition on the underlying system, when the criteria for revenue recognition of the system have been achieved.  Deferred license fees are amortized to income on a straight-line basis over the relevant annual license period.  Service contract fees are amortized to income on a straight-line basis over the related service contract period, generally one year.

Product Warranty Provisions, page 68

            6.

            Please tell us and disclose in future filings the information required by paragraph 14 of FIN45.

The Company will disclose in future filings the information required by paragraph 14 of FIN45.  That information for the year 2006 is as follows:

            Warranty Accrual at 12/31/05

            $143,940

            Warranty expense

            413,052

            Payments made – charged to accrual

            (368,794)

            Warranty Accrual at 12/31/06

            $188,198

Ms. Kaitlin Tillan

Securities and Exchange Commission

September 14, 2007

Page 4

Note 11.  Stockholders’ Equity, page 73

            7.

            On page 74 you disclose that you generally issue new shares upon the exercise of your stock appreciation rights.  You also combine options and rights in your disclosures on page 75 and appear to reflect exercise prices for the rights.  Please tell us and disclose in future filings the significant terms of your stock appreciation rights, consistent with paragraph A240(a) of SFAS 123R.

The Company will disclose in future filings the significant terms of its stock appreciation rights.  The significant terms are as follows.  Stock appreciation rights consist of the right to acquire a number of shares of the Company’s common stock upon exercise of the rights.  The number of shares is calculated as the difference between the exercise price of the right and the aggregate market value of the underlying shares on the exercise date, divided by the per share market value of the underlying shares on the exercise date.  The exercise price is always equal to the closing price of the stock at the date granted and the vesting period is typically identical to the vesting period for stock options.  The substance of the Company’s stock appreciation rights and stock options is essentially the same except that the stock appreciation right, in effect, is a forced cashless exercise
of an equivalent number of stock option shares, allowing the Company to issue net shares and eliminating the requirement for the participant to pay the cash exercise price.  Shares are always issued upon exercise of stock appreciation rights. The shares may either be newly issued shares (new shares) or treasury shares.

            8.

            Further, please also discuss why you did not provide separate disclosures for your options and stock appreciation rights under paragraph A240(f) of SFAS 123R.

Both the stock options and stock appreciation rights are compensatory plans under SFAS 123R and neither is a liability instrument.  The Company believes that apart from the form of exercise, the vesting provisions of all stock appreciation rights and options are generally the same, the benefits to the employee and the costs to the Company are virtually the same.  As a result, the Company concluded that the differences were not sufficient to warrant separate disclosure.

            9.

            Please tell us and disclose in future filings the weighted-average grant-date fair value of equity options or other equity instruments granted during the year, consistent with paragraph A240(c)(1) of SFAS 123R.

The Company will disclose in future filings the information required by A240(c)(1) of SFAS 123R.  The weighted average grant-date fair value of equity options and stock appreciation rights granted during 2006 was $5.15. The weighted average grant-date fair value of restricted shares granted during 2006 was $11.46. This latter amount was disclosed in the footnote; however, as noted below, the heading of the table will be modified in future filings to more clearly identify the information contained therein.

Ms. Kaitlin Tillan

Securities and Exchange Commission

September 14, 2007

Page 5

            10.

            Please tell us and disclose in future filings the weighted-average grant-date fair value of your nonvested stock for each of the categories specified in paragraph A240(b)(2) of SFAS 123R.

The Company will revise the heading of the second column in the summary of restricted share activity table to read “Weighted Average Grant Date Fair Value”.  Accordingly, the information required by A240(b)(2) is included in this table and the revision of the heading will more clearly identify the required information included therein.

            11.

            Please tell us and disclose in future filings the total fair value of shares vested during the year, consistent with paragraph A240(c)(2) of SFAS 123R.

The Company will disclose in future filings the information required by A 240(c)(2) of SFAS 123R.  The total fair value of the shares vested during 2006 was $235,000.

            12.

            With respect to your 2004 Employee Stock Purchase Plan, please tell us how you evaluated paragraphs 12 -13 of SFAS 123R in determining that the plan is not compensatory.

The Company has concluded that the Employee Stock Purchase Plan is compensatory under SFAS 123R and has accounted for it as such in its financial statements.  The $200,000 of compensation expense in 2006 related to the Employee Stock Purchase Plan was not deemed material for disclosure for the year ended December 31, 2006.

Note 17.  Segment Information, page 80

            13.

            We note from the table of revenues by geographic region that approximately 37% of your revenues for 2006 are attributed to “International” customers.  Please revise in future filings, as applicable, to separately disclose revenues attributed to each country from which you derive material revenues, consistent with paragraph 38(a) of SFAS 131.

The Company will include in future filings the disclosures required by paragraph 38(a) of SFAS 131, relating to separate disclosure of revenues attributed to each country from which the Company derives material revenue, to the extent the disclosure is applicable.

Controls and Procedures, page 82

            14.

            We note your disclosure that your “Chief Executive and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the report that it files or submits under the Exchange Act.”  The language that is currently included after the word “effective” in your disclosure appears to be superfluous, since the meaning of “disclosure controls and procedures” is established by Rule 13a-15(e) of the Exchange Act.  Please remove the language in your future filings or revise the disclosure so that the language that appears after the word “effective” is substantially similar in
all material respects to the language that appears in the entire two-sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e).

Ms. Kaitlin Tillan

Securities and Exchange Commission

September 14, 2007

Page 6

In response to the Staff’s comment, in future filings the Company will remove the language after the word “effective” in its current disclosure.  The Company’s planned disclosure in future filings for the first paragraph with respect to controls and procedures is as follows:

“As of December 31, 2006, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.”

Form 10-Q for the Quarterly Period Ended June 30, 2007

Financial Information, page 3

Revenue Recognition, page 6

            15.

            Tell us why you determined “that installation met the criteria under SAB 104 and EITF Issue 00-21 for recognition as a separate element or unit of accounting” in the second quarter of 2007.  Further, the revenue recognition policy appears to be different than the policy disclosed in your December 31, 2006 Form 10-K on page 66.  Please compare your revenue recognition policies for all of the periods presented in your December 31, 2006 Form 10-K and June 30, 2007 Form 10-Q and explain any differences and the reasons for those differences.

Under EITF 00-21, the Company is required to continually evaluate wh

December 2, 2005

Mail Stop 6010

Mr. Bevil J. Hogg
President and Chief Executive Officer
Stereotaxis, Inc.
4041 Forest Park Avenue
St. Louis, Missouri 63108

Re: Stereotaxis, Inc.
 Registration Statement on Form S-3
Filed November 10, 2005
          File No. 333-129629
Dear Mr. Hogg:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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.

Incorporation of Certain Docu ments by Reference, page 30
1. Please update your filing, including the list of incorporated documents and the undertakings required as of December 1, 2005.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under

Mr. Bevil J. Hogg
Stereotaxis, Inc.
December 2, 2005 Page 2
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Mr. Bevil J. Hogg
Stereotaxis, Inc.
December 2, 2005 Page 3

You may contact Jay Mumford at (202) 551-3637 or me at (202) 551-3617 with
any other questions.
Sincerely,

Russell Mancuso
Branch Chief

cc:  Robert J. Endicott

CORRESP
1
filename1.htm

December 20, 2005

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D,C. 20549

Attention:  Jay Mumford

            Re:

            Stereotaxis, Inc. Registration Statement on Form S-3 (No. 333-129629)

Dear Mr. Mumford:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effectiveness of the above-referenced registration statement be accelerated to December 22, 2005, at 9:00 a.m., Eastern Time, or as soon thereafter as practicable.

In addition, the registrant hereby acknowledges that:

            •

            should the Securities and Exchange Commission (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 the 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Robert J. Endicott at (314) 259-2447 if you have any questions or comments. Thank you for your continued assistance.

Very truly yours,

STEREOTAXIS, INC.

            By:

                          /s/ James M. Stolze

            Name:  James M. Stolze

            Title:  Vice President and Chief Financial Officer

Cc:  Robert J. Endicott

       James L. Nouss, Jr.

Stereotaxis, Inc. · 4041 Forest Park Avenue · St. Louis, MO · 63108 · (314) 615-6940 · (314) 615-6948 Fax

CORRESP
1
filename1.htm

Correspondence Letter

[Bryan Cave Logo]

 Robert J. Endicott

 Partner

 Phone: 314 259 2447

 Fax: 314 259 2020

 rjendicott@bryancave.com

 December 15, 2005

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

 Room 4561

 Attention: Russell Mancuso

                  Branch Chief

 Re:            Stereotaxis, Inc.

       Registration Statement on Form S-3

       Filed
November 10, 2005

       File No. 333-129629

 Dear Mr. Mancuso:

 We are writing this letter on behalf of Stereotaxis, Inc. (the “Registrant”) in response to the comment letter of the staff of the
Commission dated December 2, 2005 regarding the above referenced Registration Statement on Form S-3 filed by the Registrant on November 10, 2005.

 This letter sets forth the comment of the staff in the comment letter and the Registrant’s response thereto.

 Incorporation of Certain Documents by Reference, page 30

 1.      Please
update your filing, including the list of incorporated documents and the undertakings required as of December 1, 2005.

 The list of incorporated documents has been revised to include the Registrant’s most recent quarterly report on Form 10-Q and current report on
Form 8-K as indicated on page 30 of Amendment No. 1 to the Registration Statement on Form S-3.

 Securities and Exchange Commission

 Division of
Corporation Finance

 December 15, 2005

 Page
2

 The undertakings
required under item 17 on page II-4 of the Amendment No. 1 to the Registration Statement Form S-3 have been revised according to the securities offering reform rule changes required as of December 1, 2005.

 We appreciate your prompt review and look forward to hearing from you with respect to this
comment response. If you require any additional information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience. You may reach
me at 314-259-2447 or by fax at 314-259-2020.

 Very Truly Yours,

 Robert J. Endicott

 Enclosures

cc:

Jay Mumford (Securities and Exchange Commission)

Bevil J. Hogg

James M. Stolze

James L. Nouss, Jr.

Bahi C. Okupa