SecProbe.io

CORRESP
 1
 filename1.htm

 664
Cruiser Lane

 Belgrade,
Montana 59714

 (406)
388-0480

 May
15, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Jason Drory

 Re:
 Xtant Medical Holdings, Inc.

 Registration Statement on Form S-1

 Filed May 12, 2025

 File No. 333-287192

 Request for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the "Company") hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:01 p.m.,
Eastern Time, on May 19, 2025, or as soon thereafter as is practicable.

 The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

 Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

 Very truly yours,

 XTANT MEDICAL HOLDINGS, INC.

 /s/ Sean E. Browne

 Sean E. Browne

 President and Chief Executive Officer

 cc:
 Amy E. Culbert, Esq.

 Emily Humbert, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Sean Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714

 Re: Xtant Medical Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 12, 2025
 File No. 333-287192
Dear Sean Browne:

 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 Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Amy Culbert
</TEXT>
</DOCUMENT>

CORRESP
1
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664
Cruiser Lane

Belgrade,
Montana 59714

(406)
388-0480

September
9, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Alan Campbell

  Re:
  Xtant Medical Holdings, Inc.

  Registration Statement
  on Form S-3

  Filed September 3, 2024

  File No. 333-281910

  Request for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m.,
Eastern Time, on September 11, 2024, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

  Very truly yours,

  XTANT MEDICAL HOLDINGS, INC.

  /s/ Sean E. Browne

  Sean E. Browne

  President and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

September 9, 2024
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed September 3, 2024
File No. 333-281910
Dear Sean E. Browne:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Amy E. Culbert, Esq.

CORRESP
1
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664
Cruiser Lane

Belgrade,
Montana 59714

(406)
388-0480

April
4, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Jimmy McNamara

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-3

    Filed
    April 1, 2024

    File
    No. 333-278413

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 8:30 a.m.,
Eastern Time, on April 8, 2024, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
April 2, 2024
Sean Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed April 1, 2024
File No. 333-278413
Dear Sean Browne:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy Culbert

CORRESP
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664
Cruiser Lane

Belgrade,
Montana 59714

(406)
388-0480

July
11, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Tim Buchmiller

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-3

    Filed
    July 7, 2023

    File
    No. 333-273169

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m.,
Eastern Time, on July 13, 2023, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
July 10, 2023
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed July 7, 2023
File No. 333-273169
Dear Sean E. Browne:
            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
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

CORRESP
1
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664
Cruiser Lane

Belgrade, Montana 59714

(406) 388-0480

October
18, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Christine Westbrook

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-3

    Filed
    October 11, 2022

    File
    No. 333-267817

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m.,
Eastern Time, on October 20, 2022, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
October 17, 2022
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed October 11, 2022
File No. 333-267817
Dear Sean E. Browne:
            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 Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily Humbert, Esq.

CORRESP
1
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664
Cruiser Lane

Belgrade, Montana 59714

(406) 388-0480

May
14, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Irene Paik

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-3

    Filed
    May 11, 2021

    File
    No. 333-255988

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will
be declared effective at 4:30 p.m., Eastern Time, on May 18, 2021, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612)
607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
May 14, 2021
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed May 11, 2021
File No. 333-255988
Dear Mr. Browne:
            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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

CORRESP
1
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664
Cruiser Lane

Belgrade,
Montana 59714

(406)
388-0480

April
12, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Deanna Virginio

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-3

    Filed
    April 6, 2021

    File
    No. 333-255074

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 4:30 p.m.,
Eastern Time, on April 14, 2021, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612) 607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
April 9, 2021
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-3
Filed April 6, 2021
File No. 333-255074
Dear Mr. Browne:
            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 Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

CORRESP
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664
Cruiser Lane

Belgrade,
Montana 59714

(406)
388-0480

December
22, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Chris Edwards

    Re:
    Xtant
    Medical Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 18, 2020

    File
    No. 333-251515

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on December 23, 2020, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Emily Humbert of Fox Rothschild LLP at (612)
607-7076.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Humbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

    cc:
    Amy
    E. Culbert, Esq.

    Emily
    Humbert, Esq.

United States securities and exchange commission logo
December 22, 2020
Sean E. Browne
President and Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Filed December 18, 2020
File No. 333-251515
Dear Mr. Browne:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily Humbert, Esq.

CORRESP
1
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October
30, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

Attention:
Ada D. Sarmento

Re:         Xtant
Medical Holdings, Inc.

Amendment
No. 1 to Registration Statement on Form S-1

Filed
October 30, 2020

File
No. 333-248766

Request
for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Xtant Medical Holdings, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective
at 4:00 p.m., Eastern Time, on November 3, 2020, or as soon thereafter as is practicable.

The
Company requests that it be notified of such effectiveness by a telephone call to Amy Culbert of Fox Rothschild LLP at (612) 607-7287.

Thank
you for your assistance in this matter. Should you have any questions, please call Ms. Culbert.

    Very
    truly yours,

    XTANT
    MEDICAL HOLDINGS, INC.

    /s/
    Sean E. Browne

    Sean
    E. Browne

    President
    and Chief Executive Officer

cc:
Amy E. Culbert, Esq.

United States securities and exchange commission logo
September 15, 2020
Sean E. Browne
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Filed September 11, 2020
File No. 333-248766
Dear Mr. Browne:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Amy E. Culbert, Esq.

CORRESP
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June 1, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ada D. Sarmento

Erin Jaskot

 Re: Xtant Medical Holdings, Inc.

Amendment No. 2 to Registration Statement on Form
S-1

Filed May 30, 2018

File No. 333-224940

Request for Acceleration

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned, on behalf of Xtant Medical Holdings, Inc. (Company), respectfully requests that the effective
date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern
Daylight Savings time, on June 4, 2018, or as soon thereafter as is practicable. or at such later time as the Company or its counsel
may request via telephone call to the Staff.

Please call Amy Culbert of Fox Rothschild
LLP at (612) 607-7287 to provide notice of effectiveness or if you have any questions or concerns regarding this matter.

We understand that the Staff of the United States Securities
and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under
the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

Thank you for your assistance in this matter.

Very truly yours,

XTANT MEDICAL HOLDINGS, INC.

Carl O’Connell

Chief Executive Officer

 cc: Amy E. Culbert, Fox Rothschild LLP

CORRESP
1
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May 30, 2018

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ada D. Sarmento

Erin
Jaskot

 Re: Xtant Medical Holdings, Inc.

Registration
Statement on Form S-1

Filed
May 15, 2018

Amendment
No. 1 to Registration Statement on Form S-1

Filed
May 16, 2018

File
No. 333-224940

Dear Ms. Sarmento and Ms. Jaskot:

This letter sets forth the responses of Xtant Medical Holdings
Inc. (the Company, we, us or our) to the comments of the staff (the Staff) of the Division of Corporation Finance, Securities and
Exchange Commission (the Commission) in the letter dated May 23, 2018 from Ada D. Sarmento and Erin Jaskot to Carl O’Connell,
the Company’s Chief Executive Officer.

For the convenience of the Staff’s review, we have restated
the Staff’s original comment in italicized print prior to the Company’s response.

Amendment No. 1 to Registration Statement on Form S-1

Incorporation of Certain Documents by Reference, page 24

 1. Please incorporate by reference your Definitive Proxy
Statement on Schedule 14A filed on January 22, 2018, the amendment to your Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2017 filed on March 30, 2018 and the amendment to your Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2017 filed on March 30, 2018.

Company Response:

The Company has filed a responsive Pre-Effective
Amendment No. 2 to its registration statement on Form S-1 to incorporate by reference to include our Definitive Proxy Statement
on Schedule 14A filed on January 22, 2018, the amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2017 filed on March 30, 2018 and the amendment to our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2017 filed on March 30, 2018.

We hope that this response satisfactorily addresses your comments.
If you have any further comments or questions or require any additional information concerning the filing or the matters discussed
herein, please contact me (406) 388-0480, or our counsel, Amy E. Culbert of Fox Rothschild LLP, at (612) 607-7287.

Very truly yours,

/s/ Carl O’Connell

Carl O’Connell

Chief Executive Officer

 cc: Amy E. Culbert, Fox Rothschild LLP

May 23, 2018
Carl O’Connell
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Filed May 15, 2018
Amendment No. 1 to Registration Statement on Form S-1
Filed May 16, 2018
File No. 333-224940
Dear Mr. O’Connell:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Incorporation of Certain Documents by Reference, page 24
1.Please incorporate by reference your Definitive Proxy Statement on Schedule 14A filed
on January 22, 2018, the amendment to your Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2017 filed on March 30, 2018 and the amendment
to your Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed
on March 30, 2018.

 FirstName LastNameCarl O’Connell
 Comapany NameXtant Medical Holdings, Inc.
 May 23, 2018 Page 2
 FirstName LastName
Carl O’Connell
Xtant Medical Holdings, Inc.
May 23, 2018
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Amy E. Culbert, Esq.

CORRESP
1
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April 25, 2018

BY ELECTRONIC FILING

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington D.C. 20549

Attention: Jeffrey Gabor and Irene Paik

 Re: Xtant Medical Holdings, Inc. (the “Company”)

Amendment No. 1 to Registration Statement on Form S-1

File No. 333-222918

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:30 PM on April 27, 2018, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the 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.

    Very
truly yours,

XTANT
MEDICAL HOLDINGS, INC.

/s/
Carl O’Connell

Carl
O’Connell

Chief
Executive Officer

 cc: Travis Leach, Ballard Spahr LLP

CORRESP
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April 17, 2018

By Electronic Filing

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street N.E.

        Washington D.C. 20549

        Attention: Jeffrey Gabor and Irene Paik

 Re: Xtant Medical Holdings, Inc.

Registration Statement on Form S-1

Filed February 7, 2018

Comment Letter dated April 13, 2018

File No. 333-222918

Ladies and Gentlemen:

On behalf of Xtant Medical Holdings, Inc. (the “Company”),
we respond as follows to the letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated April 13, 2018, regarding the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). For your convenience, the Staff’s comments have been reproduced in bold type below, followed by the
Company’s response.

Material U.S. Federal Income Tax Consequences, page
30

 1. We note that you have elected to use a short-form tax opinion in response to our prior comment one. Please revise your prospectus
to state clearly that the disclosure in this section is the opinion of counsel and to clearly identify and articulate the opinion
being rendered. For guidance, refer to Sections III.B.2 of Staff Legal Bulletin No. 19 (October 2011).

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and, in response thereto, the Company has revised the prospectus
to clearly state that the disclosure in the section entitled “Material U.S. Federal Income Tax Consequences” is the
opinion of Ballard Spahr LLP.

United States Securities and Exchange Commission

April 17, 2018

Page 2

If you have any questions, please do not hesitate to contact
me at (406) 388-0480, or our counsel, Travis J. Leach of Ballard Spahr LLP, at (602) 798-5444 or Peter W. Hennessey of Ballard
Spahr LLP, at (215) 864-8354.

    Very
truly yours,

XTANT
MEDICAL HOLDINGS, INC.

/s/
Carl O’Connell

Carl
O’Connell

Chief
Executive Officer

 cc: Travis J. Leach, Ballard Spahr LLP

Peter W. Hennessey, Ballard Spahr
LLP

April 13, 2018
Carl O'Connell
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Response dated April 9, 2018
File No. 333-222918
Dear Mr. O'Connell:
            We have reviewed your April 9, 2018 response to our comment letter and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2018 letter.
Registration Statement on Form S-1 filed February 7, 2018
Material U.S. Federal Income Tax Consequences, page 30
1.We note that you have elected to use a short-form tax opinion in response to our prior
comment one.  Please revise your prospectus to state clearly that the disclosure in this
section is the opinion of counsel and to clearly identify and articulate the opinion being
rendered.  For guidance, refer to Sections III.B.2 of Staff Legal Bulletin No. 19 (October
2011).

 FirstName LastNameCarl O'Connell
 Comapany NameXtant Medical Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Carl O'Connell
Xtant Medical Holdings, Inc.
April 13, 2018
Page 2
            You may contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Wesley Robinson, Esq.

CORRESP
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April 9, 2018

By Electronic Filing

United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street N.E.
 Washington D.C. 20549

 Attention: Jeffrey Gabor and Irene Paik

 Re: Xtant Medical Holdings, Inc.

                                         Registration Statement on Form S-1

                                         Filed February 7, 2018

                                         Response dated April 3, 2018

                                         File No. 333-222918

Ladies and Gentlemen:

On behalf of Xtant Medical Holdings, Inc. (the “Company”),
we respond as follows to the comment letter from the Staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated February 27, 2018, regarding the above-referenced Registration Statement on Form S-1
(the “Registration Statement”). For your convenience, the Staff’s comments have been reproduced in
bold type below, followed by the Company’s response.

Material U.S. Federal Income Tax Consequences, page
30

 1. We note your belief that the receipt of subscription rights pursuant to the rights offering should not be treated as a taxable
distribution for U.S. federal income tax purposes. A tax opinion must be filed whenever the tax consequences of a transaction are
material to an investor and a representation as to tax consequences is set forth in the filing. Please file a tax opinion as an
exhibit to the filing pursuant to Item 601(b)(8) of Regulation SK. For guidance, please refer to Section III.A.2, including footnote
39, of Staff Legal Bulletin No. 19 (October 14, 2011).

 RESPONSE: The Company respectfully acknowledges the Staff’s
comment and, in response thereto, the Company will file a tax opinion of Ballard Spahr LLP in the form attached hereto as Exhibit
A as Exhibit 8.1 to Amendment No. 1 to the Registration Statement.

Incorporation of Certain Information by Reference, page
38

 2. Since you have not yet filed your Form 10-K for the fiscal year ended December 31, 2017, you are not eligible to incorporate
by reference. See General Instruction VII.C to Form S-1. Please amend the registration statement to include all disclosure required
by Form S-1, or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2017 and revise this section accordingly.

 RESPONSE: The Company filed its annual report on Form 10-K for the
fiscal year ended December 31, 2017 with the Commission on April 2, 2018 and will incorporate disclosure therefrom into Amendment
No. 1 to the Registration Statement.

United States Securities and Exchange Commission

April 9, 2018

Page 2

If you have any questions, please do not hesitate to contact
me at (406) 388-0480, or our counsel, Travis J. Leach of Ballard Spahr LLP, at (602) 798-5444 or Peter W. Hennessey of Ballard
Spahr LLP, at (215) 864-8354.

    Very truly yours,

    XTANT MEDICAL HOLDINGS, INC.

    /s/ Carl O’Connell

    Carl O’Connell
Chief Executive Officer

 cc: Travis J. Leach, Ballard Spahr LLP

Peter
W. Hennessey, Ballard Spahr LLP

Exhibit A

Form of Tax Opinion

1735 Market Street, 51st Floor

Philadelphia, PA 19103-7599

TEL 215.665.8500

FAX 215.864.8999

www.ballardspahr.com

_____ __, 2018

Xtant Medical Holdings, Inc.
 664 Cruiser Lane
 Belgrade, Montana 59714

 Re: Distribution of Subscription Rights to Purchase Shares
of Common Stock, as Described

in the Registration Statement on Form S-1 (File No. 333-222918)

Ladies and Gentlemen:

We have acted as counsel to Xtant Medical Holdings,
Inc., a Delaware corporation (the “Company”), in connection with the preparation of the above referenced Registration
Statement on Form S-1 (the “Registration Statement”), including the preliminary prospectus forming a part thereof
(the “Prospectus”), and you have asked for our opinion as to the accuracy of the statements of law contained
in the section of the Prospectus entitled “Material U.S. Federal Income Tax Consequences.”

For purposes of rendering our opinion, we have examined
copies of all such documents as we have deemed relevant and necessary, including the Registration Statement, the Prospectus and,
with your approval, assumed the conformity to original documents of all documents submitted to us as copies; and we have assumed
that the terms and conditions of the subscription rights being distributed by the Company are as described in the Registration
Statement. In connection with the opinion rendered below, we also have relied on the correctness, without regard to any qualification
as to knowledge or belief, of the statements of fact in the Registration Statement and the Prospectus, and certain written representations
of the Company contained in an Officer’s Certificate dated on or about the date hereof.

Based upon the foregoing and the further qualifications set
forth below, the legal conclusions as to matters of federal income tax law included in the Prospectus under the caption “Material
U.S. Federal Income Tax Consequences,” constitute our opinion.

This opinion represents our best legal judgment,
but it has no binding effect or official status of any kind, and no assurance can be given that contrary positions may not be taken
by the Internal Revenue Service or a court considering the issues. We express no opinion regarding tax consequences under foreign,
state or local laws, or as to any non-income tax consequences. In issuing our opinion, we have relied solely upon existing provisions
of the Internal Revenue Code of 1986, as amended, existing and proposed regulations under it, and current administrative positions
and judicial decisions. Those laws, regulations, administrative positions and judicial decisions are subject to change at any time.
Any such changes could affect the validity of the opinion set forth above. Also, future changes in federal tax laws and the interpretation
thereof can have retroactive effect. We undertake no obligation to update the opinion expressed herein after the date of this letter.

Xtant Medical Holdings, Inc.

_____ __, 2018

Page 2

We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-1 in which the Prospectus is included and the use of our name in the caption “Legal Matters.”

Very truly yours,

**DRAFT**

Ballard Spahr LLP

SA/

February 27, 2018
Carl O'Connell
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Filed February 7, 2018
File No. 333-222918
Dear Mr. O'Connell:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed February 7, 2018
Material U.S. Federal Income Tax Consequences, page 30
1.We note your belief that the receipt of subscription rights pursuant to the rights offering
should not be treated as a taxable distribution for U.S. federal income tax purposes.  A tax
opinion must be filed whenever the tax consequences of a transaction are material to an
investor and a representation as to tax consequences is set forth in the filing.  Please file a
tax opinion as an exhibit to the filing pursuant to Item 601(b)(8) of Regulation SK. For
guidance, please refer to Section III.A.2, including footnote 39, of Staff Legal Bulletin
No. 19 (October 14, 2011).

 FirstName LastNameCarl  O'Connell
 Comapany NameXtant Medical Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Carl  O'Connell
Xtant Medical Holdings, Inc.
February 27, 2018
Page 2
Incorporation of Certain Information by Reference, page 38
2.Since you have not yet filed your Form 10-K for the fiscal year ended December 31, 2017,
you are not eligible to incorporate by reference.  See General Instruction VII.C to Form S-
1.  Please amend the registration statement to include all disclosure required by Form S-1,
or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2017
and revise this section accordingly.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Wesley Robinson

CORRESP
1
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October 28, 2016

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

  Joseph McCann

 Re: Xtant Medical Holdings, Inc. (the “Company”)

Amendment No. 5 to Registration Statement on Form S-1

File No. 333-213350

Dear Ms. Hayes:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 9:00 AM on October 31, 2016, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the 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.

Very truly yours,

XTANT MEDICAL HOLDINGS, INC.

/s/ John Gandolfo

John Gandolfo

Chief Financial Officer

cc:	Travis Leach, Ballard Spahr LLP

CORRESP
1
filename1.htm

October 28, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

 Re: Xtant Medical Holdings, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed October 21, 2016

File No. 333-213350

Dear Ms. Hayes:

On behalf of Xtant
Medical Holdings, Inc. (the “Company”), we respond as follows to the comment letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated October 27, 2016, regarding the Company’s
Registration Statement on Form S-1, as amended (File No. 333-213350) (the “Registration Statement”).

Captions and page references
herein correspond to those set forth in Amendment No. 5 to the Registration Statement (“Amendment No. 5”), as
filed with the Commission on the date hereof. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Registration Statement.

Please note that for
the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to the comment
immediately thereafter.

Prospectus Cover

 1. We refer to your disclosure on page 3. Please revise the cover page to disclose the total
number of subscription rights that you are distributing collectively to stockholders and noteholders in the offering.

Response: The cover page
of the prospectus in Amendment No. 5 has been revised to disclose the total number of subscription rights that we are distributing
collectively to stockholders and noteholders in the offering.

* * * * *

Securities and Exchange Commission

Page 2

October 28, 2016

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the 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.

If you have any questions, please do not
hesitate to contact me at (406) 388-0480, or our counsel, Travis J. Leach of Ballard Spahr LLP, at (602) 798-5444.

Very truly yours,

XTANT MEDICAL HOLDINGS, INC.

/s/ John Gandolfo

John Gandolfo

Chief Financial Officer

cc:	Travis J. Leach, Ballard Spahr LLP

Mail Stop 4546
October 27 , 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714

Re: Xtant Medical Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed  October 21, 2016
  File No. 333-213350

Dear Mr. Gandolf o:

We have reviewed your amended registration statement  and have the following comment .
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 comment appl ies to your facts and
circumstances or do not be lieve 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 the comment, we may have  additional comments.

Prospectus Cover

1. We ref er to your disclosure on page 3.  Please revise the cover  page to disclose the total
number of subscription rights that you are distributing collectively to stockholders and
noteholders in the offering .

John Gandolfo
Xtant Medical Holdings, Inc.
October 27, 2016
Page 2

 Please contact Dorrie Yale at 202 -551-8776 or Jos eph McCann at 202 -551-6262 with any
questions .

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Travis J. Leach, Esq. —  Ballard Spahr LLP

CORRESP
1
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October 17, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

 Re: Xtant Medical Holdings, Inc.

Registration Statement on Form S-1

Amended September 28, 2016 and October 6, 2016

File No. 333-213350

Dear Ms. Hayes:

On behalf of Xtant
Medical Holdings, Inc. (the “Company”), we respond as follows to the comment letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated October 6, 2016, regarding the Company’s
Registration Statement on Form S-1, as amended (File No. 333-213350) (the “Registration Statement”).

Captions and page references
herein correspond to those set forth in Amendment No. 3 to the Registration Statement (“Amendment No. 3”), as
filed with the Commission on the date hereof. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Registration Statement.

Please note that for
the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to
each comment immediately thereafter.

Prospectus Cover

 1. We note your revised disclosures in response to prior comment 1; however, it does not appear
that the revised cover page includes space where the volume of each security offered will be disclosed in a pre-effective amendment.
Please refer to the second sentence of the prior comment and Regulation S-K, Item 501(b)(2).

Response: The cover page
of the prospectus in Amendment No. 3 has been revised to include a space where the volume of each security offered will be disclosed
in a pre-effective amendment.

Securities and Exchange Commission

Page 2

October 17, 2016

What effect will the Rights Offering have on our outstanding
Common Stock?, page 3

 2. We note that the revised offering includes the issuance of subscription rights to outstanding
convertible noteholders. Please revise the Summary to disclose the dollar value of the debt outstanding and the total number of
common shares that could be issued to these noteholders pursuant to the subscription. Also, discuss the dilutive impact on existing
common shareholders. Also, tell us whether common shareholders must approve the issuance of the subscription rights to the noteholders.

Response:
In response to the Staff's comment, the Company advises the Staff that it has revised the disclosure on pages 3 and 36 of Amendment
No. 3 to disclose the dollar value of the debt outstanding, the total number of common shares that could be issued to these noteholders
pursuant to the subscription and the dilutive impact on existing common shareholders. The common shareholders do not have to approve
the issuance of the subscription rights to the noteholders.

Use of Proceeds, page 34

 3. We note your revised disclosures in this section in response to prior comment 2. Please also
revise to explain briefly how you intend to allocate the proceeds among the two uses if you receive substantially less than the
maximum amount of proceeds. For example, please consider disclosing the intended allocation assuming you only raise 50% of the
total subscription.

Response:
In response to the Staff's comment, the Company advises the Staff that it has revised the disclosure on page 34 of Amendment No.
3 to disclose the following: Below is our estimate of how we expect the proceeds to be used if we sell 25%, 50%, 75% and the entire
Rights Offering:

    Use of Proceeds
    Sale of 25%

of the Offering
    Sale of 50%

of the Offering
    Sale of 75%

of the Offering
    Sale of 100%

of the Offering

    Gross Proceeds
    $3,750,000.00
     $7,500,000.00
    $11,250,000.00
    $15,000,000.00

    Offering expenses
    $375,000.00
     $637,500.00
     $911,250.00
     $1,250,000.00

    Net proceeds
    $3,375,000.00
    $6,862,500.00
    $10,338,750.00
    $13,750,000.00

    Equity Capital Support
    $2,050,000.00
    $4,000,000.00
    $5,500,000.00
    $7,000,000.00

    General Corporate
    $1,325,000.00
     $2,862,500.00
     $4,838,750.00
     $6,750,000.00

* * * * *

Securities and Exchange Commission

Page 3

October 17, 2016

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the 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.

If you have any questions, please do not
hesitate to contact me at (406) 388-0480, or our counsel, Travis J. Leach of Ballard Spahr LLP, at (602) 798-5444.

    Very truly yours,

    XTANT MEDICAL HOLDINGS, INC.

     /s/ John Gandolfo

    John Gandolfo

    Chief Financial Officer

 cc: Travis J. Leach, Ballard Spahr LLP

Mail Stop 4546
October 6, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714

Re: Xtant Medical Holdings, Inc.
Registration Statement on Form S -1
Amended  September 28, 2016 and October 6, 2016
  File No. 333-213350

Dear Mr. Gandolf o:

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t 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.   Unless  we note
otherwise , our references to prior comments are to comments in our September 21, 2016  letter .

Prospectus Cover

1. We note your revised disclosures in response to prior comment 1; however, it does not
appear that the revised cover page includes space where the v olume of each security
offered will be disclosed in a pre -effective amendment.  Please refer to the second
sentence of the prior comment and Regulation S -K, Item 501(b)(2).

What effect will the Rights Offering have on our outstanding Common Stock ?, page 3

2. We note that the revised offering includes the issuance of subscription rights to
outstanding convertible noteholders.  Please revise the Summary to disclose the dollar
value of the debt outstanding and the total number of common shares that could be issu ed
to these noteholders pursuant to the subscription.  Also, discuss the dilutive impact on

John Gandolfo
Xtant Medical Holdings, Inc.
October 6, 2016
Page 2

 existing common shareholders.  Also, tell us whether common shareholders must approve
the issuance of the subscription rights to the noteholders.

Use of Proceeds, page 34

3. We note your revised disclosures in this section in response to prior comment 2.  Please
also revise to explain briefly how you intend to allocate the proceeds among the two uses
if you receive substantially less than the maximum amount of proceed s.  For example,
please consider disclosing the intended allocation assuming you only raise 50% of the
total subscription.

Please contact Dorrie Yale at 202 -551-8776 or Joseph McCann at 202 -551-6262 with any
questions .

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Travis J. Leach, Esq. —  Ballard Spahr LLP

CORRESP
1
filename1.htm

September 28, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

 Re: Xtant Medical Holdings, Inc.

Registration Statement on Form S-1

Filed August 26, 2016

File No. 333-213350

Dear Ms. Hayes:

On behalf of Xtant
Medical Holdings, Inc. (the “Company”), we respond as follows to the comment letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated September 21, 2016, regarding the Company’s
Registration Statement on Form S-1 (File No. 333-213350) (the “Registration Statement”).

Captions and page references
herein correspond to those set forth in Amendment No. 1 to the Registration Statement (“Amendment No. 1”), as
filed with the Commission on the date hereof. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Registration Statement.

Please note that for
the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to
each comment immediately thereafter.

Prospectus Cover Page

 1. Please confirm that any preliminary prospectus you circulate will include all non-Rule 430A
information, including the volume of securities offered. For guidance concerning disclosure of the principal amount of securities
to be offered, please refer to Question 227.02 of the Division of Corporation Finance’s Securities Act Rules Compliance and
Disclosure Interpretations, available on the Commission’s website.

Response: The Company
hereby confirms that the preliminary prospectus we circulate will include all non-Rule 430A information, including the price range
and related information based on a bona fide estimate of the public offering price within that range, and other information that
was left blank in the Registration Statement.

Securities and Exchange Commission

Page 2

September 28, 2016

Use of Proceeds, page 34

 2. Please revise your disclosure to set forth the approximate amount of proceeds intended for
each specified purpose. Refer to Item 504 of Regulation S-K.

Response:
In response to the Staff's comment, the Company advises the Staff that it has revised the disclosure on page 34 of Amendment
No. 1 to disclose that we expect gross proceeds of $15.0 million and net proceeds of $13.75 million. We have also specifically
listed that we plan to use those proceeds as follows: $7.0 million to support the continuing execution of the Company’s
growth strategy and $6.75 million for general corporate purposes.

The Rights Offering

Expiration Date; Extension,
page 40

 3. We refer to your disclosure concerning your option to extend the rights offering in your
sole discretion. Please revise here and on the prospectus cover page to indicate whether there is a durational limit applicable
to extensions of the offering.

Response: In response to the Staff's comment,
the Company advises the Staff that it has revised the prospectus cover page and other related pages of Amendment No. 1 to disclose
that there is a thirty (30) day durational limit applicable to extensions of the offering.

* * * * *

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the 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.

Securities and Exchange Commission

Page 3

September 28, 2016

If you have any questions, please do not
hesitate to contact me at (406) 388-0480, or our counsel, Travis J. Leach of Ballard Spahr LLP, at (602) 798-5444.

    Very truly yours,

    XTANT MEDICAL HOLDINGS, INC.

    /s/ John Gandolfo

    John Gandolfo

    Chief Financial Officer

 cc: Travis J. Leach, Ballard Spahr LLP

Mail Stop 4546
September 21, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT  59714

Re: Xtant Medical Holdings, Inc.
  Registration Statement on Form S-1
Filed  August 26, 2016
  File No.  333-213350

Dear Mr. Gandolfo :

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

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

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

Prospectus Cover Page

1. Please confirm that any preliminary prospectus you circulate will include all non -Rule
430A information, including the volume of securities offered.  For guidance concerning
disclosure of the princi pal amount of securities to be offered, please refer to Question
227.02 of the Division of Corporation Finance’s Securities Act Rules Compliance and
Disclosure Interpretations, available on the Commission’s website .

Use of Proceeds, page 34

2. Please revise  your disclosure to set forth the approximate amount of proceeds intended
for each specified purpose.  Refer to Item 504 of Regulation S -K.

John Gandolfo
Xtant Medical Holdings, Inc.
September 21 , 2016
Page 2

 The Rights Offering
Expiration Date; Extension, page 40

3. We refer to your disclosure concerning your option to exte nd the rights offering in your
sole discretion.  Please revise here and on the prospectus cover page to indicate whether
there is a durational limit applicable to extensions of the offering .

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 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 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 Commiss ion 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 ac curacy 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 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 statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

John Gandolfo
Xtant Medical Holdings, Inc.
September 21 , 2016
Page 3

 Please contact Dorrie Yale  at 202-551-8776  or Joseph McCann at 202 -551-6262  with any
questions.

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Insurance and Healthcare

cc: Travis J. Leach, Esq. —  Ballard Spahr LLP

CORRESP
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filename1.htm

July 6, 2016

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Suzanne Hayes

Tara Keating Brooks

 Re: Xtant Medical Holdings, Inc. (the “Company”)

Post-Effective Amendment No. 2 to Registration Statement on Form S-1

File No. 333-203492

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 9:00 AM on July 7, 2016, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the 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.

Very truly yours,

XTANT MEDICAL HOLDINGS, INC.

/s/ John Gandolfo

John Gandolfo

Chief Financial Officer

 cc: Travis Leach, Ballard Spahr LLP

CORRESP
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filename1.htm

June 28, 2016

VIA EDGAR

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc.

Post-Effective Amendment No. 3 to

Registration Statement on Form S-1

Filed June 17, 2016

File No. 333-203492

Dear Ms. Hayes:

On behalf of Xtant
Medical Holdings, Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated June 27, 2016,
regarding Amendment No. 1 to Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (“Second Post-Effective
Amendment”).

Captions and page references
herein correspond to those set forth in Amendment No. 2 to the Second Post-Effective Amendment (the “Amended Second Post-Effective
Amendment”) as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. Capitalized
terms used but not defined herein have the meanings ascribed to them in the Amended Second Post-Effective Amendment.

Please note that for
the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to
each comment immediately thereafter.

Directors and Executive Officers, page 57

 1. We note your footnote disclosure on page 57 that Paul R. Buckman, Rudy A. Mazzocchi and Eric
B. Timko will be appointed as members of your board of directors effective July 2, 2015. Please revise, if true, that these directors
will be appointed effective July 2, 2016 and file each nominee’s written consent to be named in the prospectus. Refer to
Securities Act Rule 438

The disclosure in the
Amended Second Post-Effective Amendment has been revised in response to the Staff’s comment and Rule 438 Consents executed
by each director nominee have been filed with the Amended Second Post-Effective Amendment.

Securities and Exchange Commission

Page 2

June 28, 2016

Signatures

 2. Please revise to provide a current signature of Mr. Gandolfo on behalf of the registrant.
In this regard, we note the registrant’s signature remains dated April 29, 2016. In addition, to the extent you include the
signature of director David Kirschman, please either file an executed power of attorney for Mr. Kirschman or revise the signature
page to eliminate the implication that the attorney-in-fact has signed on his behalf.

The signature page
to the Amended Second Post-Effective Amendment has been revised in response to the Staff’s comment.

* * * * *

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the 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.

If you have any questions, please do not
hesitate to contact me at (406) 388-0480.

    Very truly yours,

    XTANT MEDICAL HOLDINGS, INC.

    /s/ John Gandolfo

    John Gandolfo

    Chief Financial Officer

 cc: Travis Leach, Ballard Spahr LLP

Mail Stop 4720
June 27, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714

Re: Xtant Medical Holdings, Inc.
Post-Effective Amendment No. 3 to
Registration Statement on Form S-1
Filed June 17 , 2016
  File No. 333-203492

Dear Mr. Gandolfo :

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

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

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

Directors and Executive Officers, page 57

1. We note your footnote disclosure on page 57 that Paul R. Buckman, Rudy A. Mazzocchi
and Eric B. Timko will be appointed as member s of your board of directors effecti ve July
2, 2015 .  Please revise, if true, that the se directors will be appointed effective July 2,
2016  and file each nominee ’s written consent to be  named in the prospectus.   Refer to
Securities Act Rule 438.

Signatures

2. Please revise to provide a current signature of Mr. Gandolfo on behalf of the registrant.
In this regard, we note the registrant’s signature remains  dated April 29, 2016.  In
addition, to the extent you include the signature of director David Kirschman, please

John Gandolfo
Xtant Medical Holdings, Inc.
June 27 , 2016
Page 2

 either file an executed power of attorney for Mr. Kirschman or revise the signature page
to eliminate the implication that the attorney -in-fact has signed on his behalf.

Please contact Tara Keating Brooks at (202) 551 -8336 or Mary Beth Breslin at (202)
551-3625 with any questions.

Sincerely,

       /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Travis Leach, Ballard Spahr LLP

CORRESP
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filename1.htm

June 17, 2016

VIA EDGAR

Susan Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc.
 Post-Effective Amendment
No.2 to
 Registration Statement on Form S-1

Filed
April 29, 2016

File No. 333-203492

Dear Ms. Hayes:

On behalf of Xtant Medical Holdings, Inc.
(the “Company”), we respond as follows to the Staff’s comment letter, dated May 25, 2016, Post-Effective Amendment
No. 2 to Registration Statement on Form S-1 (“Second Post-Effective Amendment”).

Captions and page references herein correspond
to those set forth in Amendment No. 1 to the Second Post-Effective Amendment (“Amended Second Post-Effective Amendment”)
as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. Capitalized terms used
but not defined herein have the meanings ascribed to them in Amended Second Post-Effective Amendment.

Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

General

 1. We note the disclosure in the body of the prospectus
has not been updated since August 25, 2015. In this regard, please update your disclosures to reflect your operations and conditions
as of the most recent practicable date. Please include or update, as applicable, your current business operations, revised financial
disclosures and management’s discussion and analysis of financial condition and results of operations, any share issuances
to date under the Aspire Capital Fund, LLC purchase agreement, executive compensation disclosures, common stock outstanding, and
the ticker symbol and marketplace upon which your shares are traded.

Securities and Exchange Commission

Page 2

June 17, 2016

The disclosure in the Amended Second Post-Effective
Amendment has been revised in response to the Staff’s comment.

Incorporation of Certain Information by Reference, page
69

 2. We note that it appears that you are relying on
General Instruction VII of Form S-1 to incorporate by reference information into your registration statement; however, it appears
that you have not incorporated by reference all reports filed pursuant to Section 13(a), Section 14 or Section 15(d) of the Exchange
Act since the end of your most recent fiscal year. For instance, please revise to incorporate specifically the Forms 8-K filed
on January 22, 2016 and April 19, 2016, as well as your periodic report on Form 10-Q filed on May 11, 2016.

The disclosure on page 75 in the Amended
Second Post-Effective Amendment has been revised in response to the Staff’s comment.

Signatures

 3. Please update your signature page to the most recent
practicable date.

The signature page to the Amended Second
Post-Effective Amendment has been revised in response to the Staff’s comment.

* * * * *

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in
                                                                                                                               declaring the 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.

Securities and Exchange Commission

Page 3

June 17, 2016

If you have any questions, please do not
hesitate to contact me at (406) 388-0480.

Very truly yours,

XTANT MEDICAL HOLDINGS, INC.

/s/ John Gandolfo

John Gandolfo

Chief Financial Officer

 cc: Travis Leach, Ballard Spahr LLP

CORRESP
1
filename1.htm

June 10, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc. Registration Statement on Form S-1 (File No. 333-
208677)

Ladies and Gentlemen:

Xtant Medical Holdings, Inc. (the “Company”)
hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effectiveness of the above-referenced
Registration Statement be accelerated to 5:00 p.m., Washington, D.C. time, on June 13, 2016, or as soon thereafter as practicable.

The Company 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.

[Remainder of page intentionally left
blank]

Very truly yours,

Xtant Medical Holdings, Inc.

By: /s/ John P. Gandolfo______________

Name: John P. Gandolfo

Title: Chief Financial Officer

 cc: James R. Tanenbaum, Esq.

Morrison & Foerster LLP

CORRESP
1
filename1.htm

June 7, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc. Registration Statement
on Form S-1 (File No. 333- 208677)

Ladies and Gentlemen:

By letter dated June 3, 2016, Xtant Medical
Holdings, Inc. (the “Company”) requested that the above-referenced Registration Statement be declared effective at
5:00 p.m., Washington, D.C. time, on June 7, 2016, or as soon thereafter as practicable.

The Company hereby requests that its Request
for Acceleration of Effectiveness dated June 3, 2016 be withdrawn effective immediately. Should you have any additional questions
or concerns, please contact me at (406) 388-0480.

[Remainder of page
intentionally left blank]

Very truly yours,

Xtant Medical Holdings, Inc.

By: /s/ John P. Gandolfo

Name: John P. Gandolfo

Title: Chief Financial Officer

 cc: James R. Tanenbaum, Esq.

Morrison
& Foerster LLP

CORRESP
1
filename1.htm

June 3, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc. Registration Statement
on Form S-1 (File No. 333- 208677)

Ladies and Gentlemen:

Xtant Medical Holdings, Inc. (the “Company”)
hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effectiveness of the above-referenced
Registration Statement be accelerated to 5:00 p.m., Washington, D.C. time, on June 7, 2016, or as soon thereafter as practicable.

The Company 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.

[Remainder of page intentionally left
blank]

    Very truly yours,

    Xtant Medical Holdings, Inc.

    By:
    /s/ John P. Gandolfo

    Name: John P. Gandolfo

    Title: Chief Financial Officer

 cc: James R. Tanenbaum, Esq.

Morrison & Foerster LLP

Mail Stop 4720
May 25, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714

Re: Xtant Medical Holdings, Inc.
Post-Effective Amendment No. 2 to
Registration Statement on Form S-1
Filed April 29, 2016
  File No. 333-203492

Dear Mr. Gandolfo :

We have reviewed your  post-effective amendment  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

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

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

General

1. We note the disclosure in the body of the prospectus has not been updated since August
25, 2015.  In this regard, please update your disclosures to reflect your operations and
conditions as of the most recent practicable date.  Please include or update, as  applicable,
your current business operations, revised financial disclosures and management's
discussion and analysis of financial condition and results of operations, any share
issuances to date under the Aspire Capital Fund, LLC purchase agreement, execu tive
compensation disclosures, common stock outstanding, and the ticker symbol and
marketplace upon which your shares are traded.

John Gandolfo
Xtant Medical Holdings, Inc.
May 25, 2016
Page 2

 Incorporation of Certain Information by Reference, page 69

2. We note that it appears that you are relying on General I nstruction VII of Form S -1 to
incorporate by reference information into your registration statement; however, it appears
that you have not incorporated by reference all reports filed pursuant to Section 13(a) ,
Section 14  or Section 15(d) of the Exchange Ac t since the end of your most recent fiscal
year.  For instance, please revise to incorporate specifically the Forms 8 -K filed on
January 22, 2016 and April 19, 2016, as well as your periodic report on Form 10 -Q filed
on May 11, 2016.

Signatures

3. Please update your signature page to the most recent practicable date.

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 Secur ities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made .

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company fr om 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 th e federal
securities laws of the United States.

John Gandolfo
Xtant Medical Holdings, Inc.
May 25, 2016
Page 3

 Please contact Tara Keating Brooks at (202) 551 -8336 or Mary Beth Breslin at (202)
551-3625 with any questions.

Sincerely,

       /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Travis Leach
Ballard Spahr LLP

CORRESP
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May 2, 2016

Via EDGAR and Email

Mary Beth Breslin, Esq.

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc.

Registration Statement on Form S-1

Filed December 21, 2015

File No. 333-208677

Dear Ms. Breslin:

On behalf of our client, Xtant Medical Holdings, Inc. (the “Company”),
we are concurrently herewith submitting to the Securities and Exchange Commission (the “Commission”) Amendment No.
1 (referred to herein for ease of reference as the “Amendment”) to the above-referenced registration statement (the
“Registration Statement”). The Amendment (i) incorporates responses to the comments transmitted by the Staff to us
on January 15, 2016 and (ii) includes additional securities for registration as described in our responses below.

Below, we identify in bold the Staff’s comment and note
in regular type our response. Page number references in our responses refer to the Amendment to the above-referenced registration
statement.

 1. Given the nature of the offering and its size relative to the number of shares outstanding held by non-affiliates, the transaction
appears to be a primary offering. Because you do not appear to be eligible to conduct a primary offering on Form S-3, you do not
appear to be eligible to conduct an at-the-market offering under Rule 415(a)(4). Please revise to fix the price at which the shares
will be sold and name the selling securityholders as underwriters. If you disagree, please tell us your basis for determining that
the transaction is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i).
In your analysis, please address the following among any other relevant factors:

 · The number of shares being offered relative to the number of your currently outstanding shares held by non-affiliates;

Securities and Exchange Commission

May 2, 2016

Page Two

 · The number of selling securityholders and the percentage of the overall offering made by each securityholder;

 · The date on which and the manner in which each selling securityholder received the shares and/or the overlying securities;

 · The relationship of each selling securityholder with the company, including an analysis of whether the selling securityholder
is an affiliate of the company;

 · Any relationships among the selling securityholders;

 · The dollar value of the shares registered in relation to the proceeds that the company received from the selling securityholders
for the securities, excluding amounts of proceeds that were returned (or will be returned) to the selling securityholders and/or
their affiliates in fees or other payments;

 · The discount at which the securityholders will purchase the common stock underlying the convertible notes (or any related
security, such as a warrant or option) upon conversion or exercise; and

 · Whether or not any of the selling securityholders is in the business of buying and selling securities.

Summary

We believe that the offer and sale of securities being registered
on the Registration Statement should properly be characterized as a secondary offering based on an analysis of:

 · The relevant sections of the Securities Act of 1933, as amended (the “Securities Act”), and related rules;

 · the factors set out in the Staff’s Compliance and Disclosure Interpretation 612.09 (“CDI 612.09”);

 · additional Staff guidance and interpretations as discussed below; and

 · the specific facts and circumstances involved.

Securities and Exchange Commission

May 2, 2016

Page Three

We discuss these matters in detail below, following an overview
of the financing transaction through which the selling securityholders acquired the convertible notes covered by the Registration
Statement and described below.

Overview

On July 27, 2015, the Company entered into a Purchase Agreement
with Leerink Partners LLC as initial purchaser and a Securities Purchase Agreement (the “SPA”) with ROS Acquisition
Offshore LP and OrbiMed Royal Opportunities II (together, the “OrbiMed Entities”), for the sale of $65 million of 6.00%
Convertible Senior Notes due 2021 (the “Initial Notes”). In addition, Leerink Partners LLC partially exercised its
greenshoe option in the amount of $3 million, resulting in a $68 million financing in total.

The Initial Notes were issued to the OrbiMed Entities and Leerink
Partners LLC (as initial purchaser) pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Leerink Partners LLC immediately sold the Initial Notes that it purchased, as initial purchaser, to “qualified institutional
buyers” (as defined under Rule 144A under the Securities Act (“Rule 144A”)). The purchasers of the Initial Notes
in the Financing are accredited investors (in the case of the OrbiMed Entities) or qualified institutional buyers (the selling
securityholders named in the Registration Statement are referred to herein as the “Selling Securityholders”). In the
SPA, the OrbiMed Entities made certain representations and warranties regarding their investment intent, including representations
that they were purchasing their securities for their own accounts, and all other Selling Securityholders were deemed to have represented
the same by the terms of the Preliminary Offering Memorandum dated July 13, 2015 and the final Offering Memorandum dated July 27,
2015.

On April 14, 2016, the Company entered into a Securities Purchase
Agreement with the OrbiMed Entities for the sale of $2,238,166.45 of 6.00% Convertible Senior Promissory Notes due 2021 (the “Promissory
Notes,” and together with the Initial Notes, the “Notes”). The Promissory Notes have the same terms as the Initial
Notes, except for the conversion thresholds, as noted below.

The financing transactions pursuant to which the Notes were
offered and sold are referred to below as the “Financings.”

Note Conversion Features

The Initial Notes are convertible into shares of common stock,
par value $0.000001 per share (the “Common Stock”), at a rate of 257.5163 shares for every $1,000 of principal (for
a conversion price of $3.88 per share). The Promissory Notes are convertible into shares of Common Stock at a rate of 344.8276
shares for every $1,000 of principal (for a conversion price of $2.90 per share). The conversion prices of the Initial Notes and
the Promissory Notes reflect the same premium (22%) over the last trading price of the Common Stock at the time of the issuance
of the Initial Notes and Promissory Notes, respectively. The number of shares of Common Stock issuable upon the conversion of
the Notes is subject only to adjustments customary for a Rule 144A or registered underwritten convertible notes offering, including
in the event of a dividend or distribution, stock split, reverse stock split or similar recapitalization event.

Securities and Exchange Commission

May 2, 2016

Page Four

The Notes are subject to a “blocker” provision.
This blocker prevents the exercise of the Notes if the holder would, after conversion, beneficially own more than 9.99% of the
Company’s issued and outstanding Common Stock. Without regard to the blocker, the Initial Notes, at the time of issuance,
could have been converted into an aggregate of 17,511,105 shares of Common Stock, and the Promissory Notes, at the time of issuance,
could have been converted into an aggregate of 771,781 shares of Common Stock.

Not a “Toxic” Financing

The terms of the Notes do not include any price “re-sets”,
floating price conversion rights or other “toxic” or “death spiral” features that have prompted the Staff’s
concerns regarding “Extreme Convertible” transactions. The Notes do not contain any adjustment mechanism, including
anti-dilution adjustments for subsequent issuances at lower prices, other than customary adjustments that would apply to allow
the Selling Securityholders to effectively participate in a dividend or distribution event, or in the case of a stock split, reverse
stock split and similar recapitalization event or in the event of a make-whole fundamental change (as defined in the Promissory
Notes and the indenture relating to the Initial Notes). In addition, interest on the Notes is only payable in cash, and not in
additional principal amount or in shares. Thus the number of shares underlying the Notes will not increase due to interest accrued
under the Notes.

Rule 415 Analysis

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

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

1. The registration statement pertains only to:

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

Under Rule 415(a)(1)(i), an issuer may register securities to
be sold on a delayed or continuous basis by selling securityholders—i.e., a secondary offering. In the event that the offer
and sale of securities by the Selling Securityholders under the Registration Statement is re-characterized as a primary offering
on behalf of the Company, (i) sales would have to be made on a fixed price basis (rather than at prevailing market prices), rendering sales
impracticable, (ii) the Selling Securityholders may be deemed to be “underwriters” with respect to the offering, and
as a result, be exposed to potential liability under Section 11 of the Securities Act, and (iii) in accordance with the Staff’s
long-standing interpretive position, Rule 144 under the Securities Act would never be available to the Selling Securityholders
to effect resales of their securities. In this regard, and as noted by the Staff in CDI 612.09 (discussed in the next paragraph),
the Staff’s interpretation of Rule 415 can have a significant negative impact on the ability of smaller public companies
such as the Company to raise capital due to uncertainties regarding restrictions on the ability of a selling securityholder to
effect resales of its securities.

Securities and Exchange Commission

May 2, 2016

Page Five

CDI 612.09 states that the issue of whether an offering is by
or on behalf of the issuer “is a difficult factual one, not merely a question of who receives the proceeds,” and involves
an analysis of various factors and “all the circumstances.” Specifically, CDI 612.09 states that consideration should
be given to the following factors:

        1.

    how long the selling shareholders have held the securities (in this case, the Notes and the underlying shares (collectively, the “Securities”)),

    2.
    the circumstances under which they received them,

    3.
    their relationship to the issuer,

    4.
    the amount of shares involved,

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

        6.

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

Each of the relevant factors listed in CDI 612.09 is discussed
below in the context of the Registration Statement. Based on our review of these factors, we believe that the proposed offering
is properly viewed as being made “solely by or on behalf of a person or persons other than the registrant, a subsidiary of
the registrant or a person of which the registrant is a subsidiary,” and therefore the registration of all of the Securities
is permissible under Rule 415(a)(1)(i). In other words, we believe that the totality of the facts and circumstances in this case
clearly demonstrates that the registration of the Securities relates to a valid secondary offering, and the Selling Securityholders
are not acting as underwriters or otherwise as a conduit for the Company with respect to the Securities covered by the Registration
Statement.

How Long the Selling Securityholders Have Held the Securities

Presumably, the longer securities are held, the less likely
it is that the Selling Securityholders are acting as a mere conduit for the Company. The Initial Notes were issued to the Selling
Securityholders on July 31, 2015; the Selling Securityholders have accepted the market risk of their investment since that date.
The Selling Securityholders had held the Initial Notes for over 4.5 months before the Registration Statement was filed. The Selling
Securityholders have now held the Initial Notes for almost 9 months as of the date of
this letter. This holding period is far longer than the period required by the Staff for valid “PIPE” transactions.

Securities and Exchange Commission

May 2, 2016

Page Six

The Staff’s “PIPEs” interpretation is found
in Interpretation 116.19 (the “PIPEs Interpretation”) and provides that no minimum holding period is required where
the Company has completed the private transaction of all of the securities it is registering and the investor is at market risk
at the time of filing of the resale Registration Statement. The PIPEs Interpretation provides in relevant part that:

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

The PIPEs Interpretation contemplates that a valid secondary
offering could occur immediately following the closing of the placement. Because no specific holding period is required
for a PIPE transaction to be a valid secondary offering, a holding period of more than 7 months must also be sufficient for a valid
secondary offering.

This conclusion comports with longstanding custom and practice
in the PIPEs marketplace, where investors require that a registration statement is to be filed shortly after closing (typically
30 days) and declared effective shortly thereafter (typically 90 days after closing). The Company and the Selling Securityholders
are party to registration rights agreements (the “Registration Rights Agreements”) in connection with the Financings.
However, in this case, the Registration Rights Agreements have no time requirement for the initial filing of the Registration
Statement and require that the Registration Statements be declared effective 180 days after closing. This is a much greater
period of time than provided for in typical PIPE registration rights agreements, resulting in greater market risk for the Selling
Securityholders, and is inconsistent with the notion that the Selling Securityholders acquired the Notes, including the underlying
shares, with a view towards, or for resale in connection with, the public sale or distribution thereof. Rather, it reflects a
bona fide investment intent with respect to the Company.

The Circumstances Under Which the Selling Securityholders
Received the Securities

As described above, the Notes were issued in a valid private
placement that complied in all respects with the PIPEs Interpretation, Section 4(a)(2) of the Securities Act and Rule 144A promulgated
thereunder. The Selling Securityholders purchased their securities for investment purposes. Based on reports of recent statements
of policy of the Staff relating to Rule 415, we believe that the offering of the Securities falls squarely outside the area of
Staff concern regarding its interpretation of Rule 415.

Securities and Exchange Commission

May 2, 2016

Page Seven

Registration Does Not Equate to Distribution Intent.
We are aware that t

CORRESP
1
filename1.htm

Xtant Medical Holdings, Inc.

664 Cruiser Lane

Belgrade, Montana 59714

(406) 388-0480

By EDGAR Transmission

May 2, 2016

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Suzanne Hayes, Assistant Director

Re: Acceleration Request filed on April 29, 2016

Xtant Medical Holdings, Inc.

Post-Effective Amendment No. 2 to Registration Statement
on Form S-1

File No. 333-203492

Dear Ms. Hayes,

The undersigned registrant (the “Registrant”) filed
an acceleration request on April 29, 2016 (the “Acceleration Request”). The Registrant hereby withdraws the Acceleration
Request.

Very truly yours,

/s/ John Gandolfo

John Gandolfo

Chief Financial Officer

CORRESP
1
filename1.htm

Xtant Medical Holdings, Inc.

664 Cruiser Lane

Belgrade, Montana 59714

(406) 388-0480

By EDGAR Transmission

April 29, 2016

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Attention: Suzanne Hayes, Assistant Director

 Re: Acceleration Request

Xtant
Medical Holdings, Inc.

Post-Effective
Amendment No. 2 to Registration Statement on Form S-1

File No. 333-203492

Dear Ms. Hayes,

In accordance with Rule 461 under the Securities Act, the undersigned
registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on May 2, 2016 at
9:00 a.m., Eastern Time, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the written order
verifying the effective date.

In connection with this request, the Registrant acknowledges
that:

 · should
the Commission or the staff of the Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the
Registrant 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/ John Gandolfo

John Gandolfo

Chief Financial Officer

Mail Stop 4720
January 15, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714

Re: Xtant Medical Holdings, Inc.
  Registration Statement on Form S -1
Filed December 21, 2015
  File No. 333 -208677

Dear Mr. Gandolfo :

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

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

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

1. Given the nature of the offering and its size relative to the number of shares outstanding
held by non -affiliates, the transaction appears to be a primary offering. Because you do
not appear to b e eligible to conduct a primary offering on Form S -3, you do not appear to
be eligible to conduct an at -the-market offering under Rule 415(a)(4). Please revise to fix
the price at which the shares will be sold and name the selling securityholders as
underw riters. If you disagree, p lease tell us your basis for determining that the transaction
is appropriately characterized as a transaction that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i). In your analysis, please address the following amo ng any other
relevant factors:

 The number of shares being offered relative to the number of your currently
outstanding shares held by non -affiliates;
 The number of selling securityholders and the percentage of the overall offering made
by each securityho lder;

John Gandolfo
Xtant Medical Holdings, Inc.
January 15, 2016
Page 2

  The date on which and the manner i n which each selling securityholder  received the
shares and/or the overlying securities;
 The relation ship of each selling securityholder  with the company, including an
analysis of whether the selling securityholder  is an affiliate of the company;
 Any relationship s among the selling securityholders ;
 The re lationship of each selling security holder with the company, including an
analysis of  whether the selling securityholder  is an affiliate of the company;
 Any relat ionships am ong the selling securityholders ;
 The dollar value of the shares registered in relation to the proceeds that the company
receiv ed from the selling securityholders  for the securities, excluding amounts of
proceeds that were returned (or will be r eturned) to th e selling securityholders  and/or
their affiliates in fees or other payments;
 The di scount at which the securityholders  will purchase the common stock underlying
the convertible notes (or any related security, such as a warrant or option) upo n
conversion or exercise; and
 Whether or not  any of the selling securityholders  is in the business of buying and
selling securities.

2. We note your disclosure on pages 99, 100 and 102 that certain selling securityholders are
broker -dealers .  Please iden tify each of these selling securityholders as underwriters in
the Plan of Distribution on page 101.

3. Please update your registration statement to include the disclosures required by Item 402
of Regulation S -K for yo ur last completed fiscal year. For guidance, please refer to Item
217.11 of the Regulation S -K Compliance and Disclosure Interpretations, ava ilable on
the Commission’s website.

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 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 statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing e ffective, 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

John Gandolfo
Xtant Medical Holdings, Inc.
January 15, 2016
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 feder al
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 statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks at (202) 551 -8336 or Mary Beth Breslin at (202)
551-3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Office of Healthcare and Insurance

cc:  Jill Gilpin , Esq.

CORRESP
1
filename1.htm

    Unassociated Document

      Via
Edgar

      February
8, 2011

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Washington
D.C. 20549

      Attn:  Jeffrey
Riedler, Assistant Director

                Re:

                Bacterin
      International Holdings, Inc.

      Registration Statement on Form
S-1

      File No. 333-169620

      Dear Mr.
Riedler:

      Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Bacterin International
Holdings, Inc. (the “Company”) requests acceleration of the effective date of
the above-referenced Registration Statement so that the same shall become
effective as of 5:00 p.m. Eastern Time on February 10, 2011, or as soon
thereafter as possible.

      The
Company hereby 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 the disclosure in the Registration Statement;
    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,

                    By:

                  /s/ John
      Gandolfo

                  Name:
                  John
      Gandolfo

                  Title:
                  Chief
      Financial Officer

CORRESP
1
filename1.htm

    Via
Edgar

    February
3, 2011

    Jeffrey
Riedler, Assistant Director

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington
D.C. 20549

                  Re:

                  Bacterin
      International Holdings, Inc.

                  Registration
      Statement on Form S-1/A

                  Filed  January
      7, 2011

                  File
      No. 333-169620

    Dear Mr.
Riedler:

    This letter is in response to your comment letter dated
January 20, 2011 to our Registration Statement on Form S-1/A filed January 7,
2011 (“Registration Statement”).  For your convenience, your questions
and comments are restated below in italics, followed by our
response.  The numbering corresponds with the comments in your
letter.

    We have concurrently filed via Edgar Amendment No. 3 to
our Registration Statement, which includes revisions to our Registration
Statement based on your comment letter, as well as other updated
information.

    Results of
Operations

    Comparison
of Nine Months Ended September 30, 2010 and September 30,
2009

    Cost of
tissue sales, page 18

              1.

              Please
      revise the discussion you provided in response to comment five to explain
      why you did not write off biologics inventories until they
      expired.  Your discussion should clarify why you were unable to
      estimate the inventories expiring and support why it was not necessary to
      recognize it earlier.

    Response:
We have performed additional research into the reasons for the 2009 Cost
of tissue sales adjustment (no current accounting or finance personnel were
employed by the Company at that time and the initial stated reasoning was
incorrect).  Accordingly, we have clarified and revised our discussion
regarding the third quarter 2009 adjustment in response to your comment as
outlined below.

      During the third quarter
of 2009, the Company recorded an adjustment which increased Cost of tissue sales
and decreased the Company’s inventory value by approximately $669,000. During
the quarter, the Company implemented an enterprise accounting system which
enabled the Company to more accurately track each inventory item and assign a
specific cost per item compared to the prior system which utilized an average
cost per lot item produced for 2009. Accordingly, as a result of the information
derived from the new system, the Company treated the adjustment as a change in
accounting estimate which resulted in an increase of Cost of tissue sales for
2009 of approximately $669,000, primarily
related to the Company’s OsteoSponge product, which had a large increase in
sales in 2009.

    Financial
Statements for the Quarterly Period Ended September 30,
2010

    (12)
Stock-Based Compensation, page F-11

              2.

              Please
      tell us where you have disclosed the feature that triggered the derivative
      accounting in response to comment 11.  For example, if the
      derivative accounting is triggered by an exercise price adjustment
      feature, describe the events that would trigger the exercise price
      adjustment and how the new exercise price will be
      calculated.  Furthermore, please explain to us why you believe
      Black Scholes is the most appropriate method in calculating the warrants’
      fair value as the Black Scholes method does not take into account changes
      to the exercise price.

    Response:
The feature that triggered the derivative accounting in response to
comment 11 was the price protection provision.  We have expanded and
modified our description of the feature in footnote #12 on page F-13 as outlined
below.

      The
Company utilizes a lattice model to determine the fair market value of the
warrants. The 1,482,256 warrants issued in connection with the bridge financing
were accounted for as derivative liabilities in connection with the price
protection provisions of the warrants in compliance with ASC 815. The lattice
model accomodates the probability of exercise price adjustment features as
outlined in the warrant agreements.

      Under the
terms of the warrant agreement, at any time while the warrant is outstanding,
the exercise price per share can be reduced to the price per share of future
subsequent equity sales of the Company’s common stock or common stock
equivalents that is lower than the exercise price per share as stated in
the warrant agreement.

    Financial
Statements for the Year Ended December 31, 2009

    (1)
Business Description and Summary of Significant Accounting
Policies

    Inventories,
page F-26

              3.

              Given
      the significance of inventory obsolescence recognized during the quarter
      ended September 30, 2010, please disclose your policy in recognizing
      inventory reserves and write-offs.  In your disclosure, please
      quantify the average shelf life of your
  inventories.

    Response:
We have disclosed our policy in recognizing inventory reserves and write-offs,
and we have quantified the average shelf life of our inventories. The Company
has set up an inventory reserve account equal to approximately 1.2% of the
inventory value at each period end based upon historical data. The average shelf
life of the Company’s putty products is 1.5 years and 5 years for all other
biologics products.

    *   *   *   *   *

    Should you have any questions or comments regarding our
responses to your comment letter or Amendment No. 3 to our Registration
Statement, please do not hesitate to call me at (406)
388-0480.

                Very
      truly yours,

                Bacterin
      International Holdings, Inc.

                By:  /s/
      John P. Gandolfo

                Name:  John
      P. Gandolfo

                Title:    Chief
      Financial Officer

January 20, 2011

John P. Gandolfo
Chief Financial Officer
600 Cruiser Lane
Belgrade, Montana 59714

Re:  Bacterin International Holdings, Inc.
Amended Registration St atement on Form S-1
Filed January 7, 2011
 File No. 333-169620

Dear Mr. Gandolfo:
We have reviewed your ame nded registration statement on Form S-1 filed on January 7,
2011 and have the following comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Results of Operations

Comparison of Nine Months Ended September 30, 20010 and September 30, 2009
Cost of tissue sales, page 18

1. Please revise the discussion you provided in response to comment five to explain why
you did not write off biologics inventories until they expire d.  Your discussion should
clarify why you were unable to estimate th e inventories expiring and support why it was
not necessary to recognize it earlier.
Financial Statements for the Quarterly Period Ended September 30, 2010

 (12) Stock-Based Co mpensation, page F-11

2. Please tell us where you have disclosed th e feature that triggered the derivative
accounting in response to comment 11.  For ex ample, if the deri vative accounting is
triggered by an exercise price adjustment feat ure, describe the events that would trigger
the exercise price adjustment and how the new exercise price will be calculated.
Furthermore, please explain to us why you belie ve Black Scholes is the most appropriate

Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc.
January 20, 2011 Page 2

method in calculating the warrants’ fair valu e as the Black Scholes method does not take
into account changes to the exercise price.
 Financial Statements for the Year Ended December 31, 2009

 (1) Business Description and Summary of Significant Accounting Policies
Inventories, page F-26

3. Given the significance of inventory obsolescen ce recognized during the quarter ended
September 30, 2010, please disclose your policy in recognizing inve ntory reserves and
write-offs.  In your disclosure, please quantify the average shelf life of  your inventories.

* * * * *

You may contact Keira Ino at (202) 551-3659 or Lisa Vanjoske at (202) 551-3614 if you
have questions regarding comments on the financial statements and related matters.  Please contact Johnny Gharib at (202) 551-3170 or Se bastian Gomez Abero at (202) 551- 3578 with
any other questions.
Sincerely,

  Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    Via
Edgar

    January
7, 2011

    Jeffrey
Riedler, Assistant Director

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington
D.C. 20549

            Re:

              Bacterin
      International Holdings, Inc.

              Registration
      Statement on Form S-1/A

              Filed
      December 7, 2010

              File
      No. 333-169620

    Dear Mr.
Riedler:

    This letter is in response to your
comment letter dated December 20, 2010 to our Registration Statement on Form
S-1/A filed December 7, 2010 (“Registration Statement”).  For your
convenience, your questions and comments are restated below in italics, followed
by our response.  The numbering corresponds with the comments in your
letter.

    We have concurrently filed via Edgar
Amendment No. 2 to our Registration Statement, which includes revisions to our
Registration Statement based on your comment letter, as well as other updated
information.

    Bacterin
International Holdings. Inc.. page 1

    1.           We note your response to our
prior comment 3. However, the word "leader" still appears in the same context on
page F-21 of your notes to the financial statements.
Please revise your disclosure there to delete the word.

    Response:                                We have deleted the word
leader from page F-21 in the notes to our
financial statements.

    2.           We note your response to our
prior comment 4. The statement in the first bullet still appears
on page F-21 and the statements in the second and third bullet still appear on
page 26. Please delete those statements and confirm that you have deleted these
statements elsewhere as applicable.

    Response:                                We have deleted these
statements in
response to your comment.

    Recent
Developments, page 1

    3.           We note your response to
prior comment 5. We also note that the private placements through which the selling
stockholders acquired the shares being registered are described
on page 2 of the filing; however, it
still does not appear that the share amounts mentioned add up to the amount being
registered through this registration statement. Please revise your disclosure to
clarify when, and in what transactions, the entirety of the 11,250,597 shares (including
4,126,630 shares issuable upon the exercise of warrants) were placed with the
selling stockholders.

    Response:                                We have revised our
disclosure to clarify when, and in what transactions, the entirety of the
11,296,112
shares (including 4,135,733 shares issuable upon the
exercise of warrants) were placed with the selling stockholders.  In addition, we
are providing the following table for your convenience:

                                            Shares

                                            Warrants

                                            Total

                                              Bridge
      note warrants

                                            -

                                            1,482,256

                                            1,482,256

                                            Private
      Placement 6/30/2010

                                              Cash
      from Investors

                                            2,516,250

                                            629,063

                                            3,145,313

                                              Note
      Conversions

                                            2,418,283

                                            604,583

                                            3,022,866

                                              Second
      closing – 7/30/2010

                                            1,102,500

                                            275,625

                                            1,378,125

                                              Post
      private placement note conversions

                                            316,823

                                            79,206

                                            396,029

                                              Placement
      agent - bridge

                                            -

                                            328,125

                                            328,125

                                              Placement
      agent – private placement

                                            106,217

                                            361,875

                                            468,092

                                              Former
      executive settlement agreement

                                            30,000

                                            -

                                            30,000

                                              Warrant
      exercises/replacement warrants

                                            489,710

                                            -

                                            489,710

                                              WTI
      Financing

                                            -

                                            375,000

                                            375,000

                                              Predecessor
      company shares

                                            180,596

                                              -

                                            180,596

                                              Total

                                            7,160,379

                                            4,135,733

                                            11,296,112

    Risk
Factors

    Future
revenue will depend
on our ability to develop new sales channels.... page 6

    4.           We note your response to
prior comment 10 where you included the $8 million you incurred for sales and
marketing expense in 2010. However, we also note that you will
continue to expand your
sales force in
the future. Please expand your disclosure in this risk factor to quantify, to
the extent practicable, the amount of funds you will need to further expand your direct
sales force. In addition, please quantify your funding requirements and
sources of funding in greater
detail in the section entitled "Cash Requirements” in your Management's
Discussion and Analysis.

    Response:                                We have expanded our
disclosure to quantify, to the extent practicable, the amount of funds we will
need to further expand our direct sales
force, and we
have also expanded our disclosure regarding our funding requirements in the
section entitled “Cash
Requirements” in
our Management’s Discussion and
Analysis.

    Results
of Operations

    Comparison
of Nine Months Ended September 30,
2010 and September 30, 2009

    Cost
of tissue sales, page 18

    5.           Please revise the discussion you provided in
response to
comment 16 to explain why you adjusted
biologics
inventories in the amount of $669,000 during 2009. In
addition, please revise your statement that this inventory
adjustment offset the cost increase relating to the higher sales, since both of
these factors would increase the cost of sales. Furthermore, please also revise the
discussion that is provided on page 20 as applicable.

    Response:                                We have revised our
discussion to explain why we adjusted biologics inventories in the amount of
$669,000 in 2009.  We have also
deleted the statement regarding an offset and we have revised our discussion on
page 20.

    Change
in Warrant Derivative
Liability
page
18

    6.           Please revise your discussion
to explain why there was such a significant increase in the value of warrant derivatives
during the three
months ended September 30, 2010.

    Response:                                We have revised our
discussion to explain why there was such a significant increase in
the value of warrant derivatives during the three months ended September 30,
2010.

    Business,
page
23

    Overview
of Our Business, page
23

    7.           We note your response to
prior comment 18 that you have revised your disclosure to disclose amounts incurred for
expansion of your direct sales force and amounts you anticipate that you will need
to increase, expand or update your existing facilities over the
next five years. To the
extent practicable, please disclose the amount of funds you will allocate to the future
expansion of your sales force.

    Response:                                We have disclosed the amount
of funds we plan to allocate to the future expansion of our sales
force.

    Products
and Services, page 24

    8.           We note your response to
prior comment 22. Please expand your disclosure to
clarify that the
FDA will have to approve OsteoSponge SC as a cartilage re-generation
scaffold before you can start
marketing the product for that indication.

    Response:                                We have expanded our
disclosure to clarify that the FDA will have to approve
OsteoSponge SC as a cartilage re-generation
scaffold before we can start marketing the product for that
indication.

    9.   We note your response to
prior comment 24. Please revise your disclosure to clarify that the reference
to “certain of
our products" is
a reference to OsteoSponge SC.

    Response:                                We have revised our
disclosure to clarify that the reference to “certain of our
products” is a
reference to OsteoSponge SC.

    10.
We note your response to
prior comment 26 that you do not believe that the contract with RyMed
Technologies, Inc. is material to your business or operations. Please provide us
with a detailed analysis supporting your belief that the agreement is not
material and that you are not substantially dependant on it For example,
please provide information
regarding the amount of revenues generated from the agreement with RyMed for the
periods covered by your registration statement.

    Response:                                We have not yet
generated any
revenues from
the agreement with RyMed for the periods covered by our registration statement,
and for that reason we do not believe the contract with RyMed is material to our
business or operations.  In addition, at the present time, we do not
expect future revenues from the RyMed Agreement to exceed
2% of our total
revenue for the foreseeable
future.

    Financial
Statements for the Quarterly Period Ended September 30.2010

     (12)
Stock-Based
Compensation, page F-11

    11.        Please tell us how the
warrant issuances described in the narrative on page
F-13
reconciles to the
roll-forward of
the warrant activities table. In addition, please revise your disclosure to describe
the method you utilized to fair value the warrants and how you accounted for the
warrants issued during 2010. If any were accounted for as a derivative, describe the feature that triggered
the derivative accounting.

    Response:                                We have revised our
disclosure to explain how the warrant issuances described on page F-13 reconcile
with the warrant activities table.  In addition, we have revised our
disclosure to indicate that we used the Black
Scholes method to determine the fair market value of the warrants.  We have also
indicated that the warrants were accounted for as derivatives in connection with
the price
protection
provisions of ASC 815.

    Financial
Statements for
the Year Ended December 31.2009

    (1)
Business
Description and Summary of Significant Accounting Policies

    Grants,
page F-22

    12.        Please revise your disclosure
to quantify the amount of grants you provided and received during the periods presented.
If no amount
was given or
received, disclose that fact.

    Response:                                We did not receive any grant
revenue for the periods presented.

    Revenue
Recognition, page F-23

    13.        We acknowledge your response
to comment 29. However, you continue to mention that you earn revenues from licensing on pages
16, 24, and
F-5. Please
revise your discussions throughout your
document to be consistent with your response.

    Response:                                We have deleted our
references to licensing revenue as these amounts are less than 2% of total
revenue.

    (8) Convertible
Notes Payable, page F-26

    14.        Refer to your response to
comment 41. While you state that the ratchet provision of the
conversion rate helps
maintain the clear and close relationship of the risks between the
conversion feature and the
host contract,
it is unclear to us how the market risk that the conversion feature will
continue to have, even in the event of a conversion price adjustment, are clearly and
closely related to a debt instrument Furthermore, since the economic characteristic of
the embedded instrument is
equity (i.e. the host instrument is convertible into an equity
instrument), the embedded instrument does not appear to be clearly and closely related
to the host instrument (debt). Please provide us a scope analysis under ASC 815-40-15 and ASC 815-40-25 as
originally requested in our comment to support your
accounting.

    Response:ASC
815-40-15 applies to freestanding contracts that are indexed to, and potentially
settled in, an entity’s own stock.  In determining if the conversion
feature is indexed to the entity’s own stock we referred at ASC 815-40-15-5
which states “the guidance in this paragraph through paragraph 815-40-15-8
applies to any free standing financial instrument or embedded feature that has
“all the characteristics of a derivative instrument”. This is consistent with
ASC 815-15-25-1 which requires that “an embedded derivative shall be separated
from the host contract and accounted for as a derivative instrument pursuant to
Subtopic 815-10 if and only if all of the following criteria are met: A. The
economic characteristics and risks of the embedded derivative are not clearly
and closely related to the economic characteristics and risks of the host
contract. B. the hybrid instrument is not remeasured at fair value under
otherwise applicable GAAP with changes in fair value reported in earnings as
they occur. C. A separate instrument with the same terms as the embedded
derivative would, pursuant to Section 815-10-15, be a derivative instrument
subject to the requirements of this Subtopic.” The Company performed the
following analysis to see if the embedded conversion option would meet all the
characteristics of a derivative instrument if it were a separate
instrument.

     Per
ASC 815-10-15-83, a derivative instrument is a financial
instrument or other contract with all three of the following
characteristics:

              a.

              It
      has one or more underlyings and one or more notional amounts or payment
      provisions or both. Those terms determine the amount of the settlement or
      settlements, and, in some cases, whether or not a settlement is required.

              b.

              It
      requires no initial net investment or an initial net investment that is
      smaller than would be required for other types of contracts that would be
      expected to have a similar response to changes in market
      factors.

              c.

              Its
      terms require or permit net settlement, it can readily be settled net by a
      means outside the contract, or it provides for delivery of an asset that
      puts the recipient in a position not substantially different from net
      settlement.

    With
respect to c. above:

    This part
of the definition of a derivative has three parts to it –

              (1)

              The
      contract perm

December 20, 2010

John P. Gandolfo
Chief Financial Officer
600 Cruiser Lane
Belgrade, Montana 59714

Re:  Bacterin International Holdings, Inc.
Registration Statement on Form S-1/A
Filed December 7, 2010
 File No. 333-169620
Dear Mr. Gandolfo:
We have reviewed your registration statem ent on Form S-1/A filed on December 7, 2010
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Bacterin International Holdings, Inc., page 1

1. We note your response to our prior comment 3.  However, the word “leader” still appears
in the same context on page F-21 of your notes to the financial statements.  Please revise
your disclosure there to delete the word.
2. We note your response to our prior comment 4.  The statement in the first bullet still appears on page F-21 and the statements in the second and third bullet still appear on
page 26.  Please delete those statements and confirm that you have deleted these statements elsewhere as applicable.    Recent Developments, page 1

3. We note your response to prior comment 5. We also note that the private placements through which the selling stockholders acquired the shares being regi stered are described
on page 2 of the filing; however, it still does  not appear that the share amounts mentioned
add up to the amount being registered through this  registration statement.  Please revise

Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc.
December 20, 2010 Page 2

your disclosure to clarify when, and in what transactions, the entirety of the 11,250,597 shares (including 4,126,630 shares issuable upon th e exercise of warra nts) were placed
with the selling stockholders.
Risk Factors

Future revenue will depend on our ability to develop new sales channels…, page 6

4. We note your response to prior comment 10 where you included the $8 million you incurred for sales and marketing expense in  2010.  However, we also note that you will
continue to expand your sales force in the fu ture.  Please expand your disclosure in this
risk factor to quantify, to the extent pract icable, the amount of funds you will need to
further expand your direct sales force.  In addition, please quantify your funding
requirements and sources of funding in grea ter detail in the se ction entitled “Cash
Requirements” in your Management’s  Discussion and Analysis.

Results of Operations

Comparison of Nine Months Ended September 30, 2010 and September 30, 2009
Cost of tissue sales, page 18

5. Please revise the discussion you provided in  response to comment 16 to explain why you
adjusted biologics inventor ies in the amount of $669,000 dur ing 2009.  In addition, please
revise your statement that this inventory adjust ment offset the cost increase relating to the
higher sales, since both of th ese factors would increase the cost of sales.  Furthermore,
please also revise the discussion that is provided on page 20 as applicable.

Change in Warrant Deriva tive Liability, page 18

6. Please revise your discussion to explain why th ere was such a significant increase in the
value of warrant derivatives during th e three months ended September 30, 2010.

Business, page 23
Overview of Our Business, page 23

7. We note your response to prior comment 18 th at you have revised your disclosure to
disclose amounts incurred for expansion of your direct sales force and amounts you
anticipate that you will need to  increase, expand or update your existing facil ities over the
next five years.  To the extent practicab le, please disclose the amount of funds you will
allocate to the future expansion of your sales force.
 Products and Services, page 24

8. We note your response to prior comment 22.  Pl ease expand your disc losure to clarify
that the FDA will have to approve OsteoSponge SC as a cartilage re-generation scaffold

Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc.
December 20, 2010 Page 3

before you can start marketing th e product for that indication.

9. We note your response to prior comment 24.  Please  revise your disclosure to clarify that
the reference to “certain of our products ” is a reference to OsteoSponge SC.

10. We note your response to prior comment 26 that you do not believe that  the contract with
RyMed Technologies, Inc. is material to your business or operations.  Please provide us
with a detailed analysis supporti ng your belief that the agreem ent is not material and that
you are not substantially dependant on it.  For example, please provide information
regarding the amount of reve nues generated from the agreement with RyMed for the
periods covered by your re gistration statement.

Financial Statements for the Quarterly Period Ended September 30, 2010

 (12) Stock-Based Co mpensation, page F-11

11. Please tell us how the warrant issuances described in the narrative on page F-13
reconciles to the roll-fo rward of the warrant activities table.  In addition, please revise
your disclosure to describe the method you util ized to fair value the warrants and how
you accounted for the warrants issued during 2010.  If any were accounted for as a derivative, describe the feature that  triggered the derivative accounting.
 Financial Statements for the Year Ended December 31, 2009

 (1) Business Description and Summary of Significant Accounting Policies
Grants, page F-22

12. Please revise your disclosure to quantify the amount of grants you provided and received during the periods presented.  If no amount wa s given or received, disclose that fact.
 Revenue Recognition, page F-23

13. We acknowledge your response to comment 29.  However, you continue to mention that
you earn revenues from licensing on pages 16, 24, and F-5.  Please revise your
discussions throughout your document to be consistent with your response.
 (8) Convertible Notes Payable, page F-26

14. Refer to your response to comment 41.  While you state that the ratchet provision of the
conversion rate helps maintain the clear and close relationship of the risks between the
conversion feature and the host contract, it is un clear to us how the market risk that the
conversion feature will continue to have, even in the event of a conversion price
adjustment, are clearly and closely related to a debt instrument.  Furthermore, since the economic characteristic of the embedded instrument is equity (i.e. the host instrument is
convertible into an equity instrument), th e embedded instrument doe s not appear to be
clearly and closely related to the host inst rument (debt).  Please provide us a scope

Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc.
December 20, 2010 Page 4

analyses under ASC 815-40-15 and ASC 815-40 -25 as originally requested in our
comment to support your accounting.
* * * * *

You may contact Keira Ino at (202) 551-3659 or Lisa Vanjoske at (202) 551-3614 if you
have questions regarding comments on the financial statements and related matters.  Please contact Johnny Gharib at (202) 551-3170 or Se bastian Gomez Abero at (202) 551- 3578 with
any other questions.
Sincerely,
      Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

      Via
Edgar

      December
7, 2010

      Jeffrey
Riedler, Assistant Director

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Washington
D.C. 20549

                Re:

                Bacterin
      International Holdings, Inc.

      Registration Statement on Form
S-1

      Filed September 23, 2010

      File No. 333-169620

      Form 10-K

      Filed March 30, 2010

      File No. 333-158426

      Dear Mr.
Riedler:

      This letter is in response to your
comment letter dated October 26, 2010 to our Registration Statement on Form S-1
filed September 28, 2010 (“Registration Statement”) and our Form 10-K filed on
March 30, 2010.  For your convenience, your questions and comments are
restated below in italics, followed by our response.  The numbering
corresponds with the comments in your letter.

      We have concurrently filed via Edgar
Amendment No. 1 to our Registration Statement, which includes revisions to our
Registration Statement based on your comment letter, as well as other updated
information.

      General

      1.           Please
note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.  If our comments are
applicable to portions of the filing that we have not cited as examples, please
make the appropriate changes in accordance with our comments.

      Response:
Comment Noted.

      Cover
Page

      2.           We
note that Greenberg Traurig, LLP is no longer the company’s outside
counsel.  Please revise the cover page of your filing to state your
current outside counsel’s contact information.

      Response:
We have revised our cover page to state our current outside counsel’s contact
information.

      Bacterin International
Holdings, Inc., page 1

      3.           Please
delete the word “leader” from your statement, “We develop, manufacture and
market biologics products to domestic and international markets through our
biologics division and believe we are emerging into a leader in the field of
biomaterials research, device development and commercialization,” in this
section and elsewhere as applicable.  Alternatively, provide us with
the information justifying the characterization of your company as an emerging
leader.

      Response:
We have deleted the word “leader” throughout our registration
statement.

      4.           Please
disclose the reasonable basis for the characterization of your products as set
forth in the following statements:

                ·

                “Our proprietary methods
      optimize the growth factors in human allografts to create the ideal stem
      cell scaffold and promote bone and other tissue
      growth;”

                ·

                “Such coatings contain active
      agents and provide our products with several potential advantages oer
      traditional medical devices.  They offer a means of protecting
      the surface of a medical device from contamination by pathogenic
      organisms, thereby minimizing the potential for infection;”
      and

                ·

                “Other coatings can serve as a
      reserve for local delivery of active agents, enhancing a variety of
      biological functions such as bone growth and pain
      management.”

      Alternatively,
delete these statements from this section and elsewhere as
applicable.

      Response:
We have deleted the statements indicated in Comment 4.

      Recent Developments, page
1

      5.           We
note that the private placements through which the selling stockholders acquired
the shares being registered are described on page 2 of the filing; however, it
does not appear that the share amounts mentioned add up to the amount being
registered through this registration statement.  Please revise your
disclosure to clarify when, and in what transactions, the entirety of the
11,352,479 shares (including 3,751,621 shares issuable upon the exercise of
warrants) were placed with the selling stockholders.

      Response:
We have revised our disclosure to clarify when, and in what transactions, the
shares being registered were placed with the selling stockholders.  We
have also revised the number of shares being registered to 11,250,597 (including
4,126,630 shares issuable upon the exercise of warrants).

      Risk
Factors

      Our success will depend on
our ability to engage and retain….. page 5

      6.           To
the extent you have experienced problems engaging and retaining qualified
technical personnel in the recent past, please revise your disclosure to
describe these problems.  Additionally, if any key technical personnel
have plans to leave your company in the near future, please revise the
discussion to disclose this information.

      Response:
We have not had any specific problems engaging and retaining qualified technical
personnel.  This risk factor is included as a general risk factor for
our industry and is not related to any specific incidence that we have recently
experienced. Also, we are not aware of any key technical personnel who have
plans to leave our company in the near future.

      Loss of key member of our
management who we need to succeed….. page 5

      7.           To
the extent that you have experienced problems attracting and retaining qualified
key members of your management team in the recent past, please revise your
disclosure to describe these problems.  Additionally, if any key
member of your management team has plans to leave your company in the near
future, please revise the discussion to disclose this information.

      Response:
We have not experienced problems attracting and retaining qualified key members
of our management team in the recent past.  Also, we are not aware of
any key member of management who plans to leave our company in the near
future.

      We are highly dependent on
the continued availability of our facilities….. page 5

      8.           Please
disclose your level of business interruption insurance coverage and the cost to
you of such coverage, if material.

      Response:
We carry $1 million of business interruption insurance per location as part of
an overall multi-peril policy, and we have added the disclosure to this risk
factor.

      We will be required to
invest in facilities and equipment….. page 6

      9.           To
the extent practicable, please provide the amounts, in this risk factor, that
you have currently budgeted or anticipate spending to increase, expand or update
your capabilities and facilities during the next five years and the extent to
which you have identified sources of funding for this increase, expansion or
update.  In addition, please address this comment in more detail in
the section entitled “Cash Requirements” in your Management’s Discussion and
Analysis.

      Response:
We anticipate that we will need to spend $4 to $5 million over the next five
years in order to increase, expand or update our existing facilities to meet our
expected growth over that period.  We have not yet identified sources
of funding for this increase, expansion or update.  However, we have
revised our risk factor to include the anticipated amounts, and we have
addressed this comment in more detail in the section entitled “Cash
Requirements” in our Management’s Discussion and Analysis.

      Future revenue will depend
on our ability to develop new sales channels…. Page 6

      10.           We
note that you are engaging in a major initiative to build and further expand
your direct sales force and that this effort will have significant
costs.  Please expand your disclosure in this risk factor to quantify,
to the extent practicable, the amount of funds you will need to build and
further expand your direct sales force.  In addition, please quantify
your funding requirements and sources of funding in greater detail in the
section entitled “Cash Requirements” in your Management’s Discussion and
Analysis.

      Response:
We have expanded our disclosure in this risk factor to quantify, to the extent
practicable, the amount of funds we will need to build and further expand our
direct sales force.  More specifically, we incurred sales and
marketing expense of approximately $8 million for 2010.  We have also
quantified our funding requirements and sources of funding in greater detail in
the section entitled “Cash Requirements” in our Management’s Discussion and
Analysis.

      Our revenues will depend
upon prompt and adequate reimbursement from . . . . . page 6

      11.           Please
disclose any problems you have experienced with prompt and adequate
reimbursement from public and private insurers and national health systems and
quantify reimbursement from public and private insurers and national health
systems and quantify the effects of such problems on your company, if
material.

      Response:
We have not yet experienced payment problems that we would consider material;
however, the industry generally has a slow payment process, which affects our
ability to receive prompt payment.  In general, we are paid by
hospitals, which in turn seek reimbursement from patients, their insurance
companies, Medicare and Medicaid.  We did revise this risk factor
slightly to clarify that the third party reimbursement mentioned in this risk
factor is paid to hospitals, not to the Company.

      We may be subject to future
product liability litigation….. page 7

      12.           Please
disclose the level of insurance coverage that you carry relating to the product
liability claims and the cost to you of such coverage, if material.

      Response:
We currently carry product liability insurance of up to $10 million at an annual
premium cost of approximately $140,000, and we have revised this risk factor to
include these amounts.

      13.           Please
disclose the level of reserves you maintain for product liability
disbursements.

      Response:
We do not currently maintain any reserves for product liability disbursements,
and we have revised this risk factor to state that “our insurance coverage and
any reserves we may maintain in the future . . . may not be
adequate.”  As noted in the response to comment 12 above, we also
added the details of our insurance coverage related to this risk
factor.

      We may not be able to obtain
or protect our proprietary rights….. page 10

      14.           We
note in your “Legal proceedings” section that you have served complaints to
Allosource and Advanced Biologics, Inc.  Please discuss these claims
and potential consequences in this risk factor discussion.

      Response:
In response to your request, we have expanded this risk factor to include a
discussion of the Allosource and Advanced Biologics claims, including potential
consequences.

      If we do not timely file and
have declared effective the registration statement….. page
11

      15.           We
note that you entered into a registration rights agreement where you “agreed to
file and have declared effective this registration statement by a certain
date.”  Please disclose the date that you agreed to file and have this
registration statement declared effective.

      Response:
We agreed to file this registration statement by September 28, 2010 and if it is
not effective by December 27, 2010, we are obligated to pay 1% of the aggregate
investment amount per month, subject to a maximum limit of 12% of the aggregate
investment amount.  We added the dates to this risk factor in response
to your comment.

      Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
16

      Comparison of Twelve Months
Ended December 31, 2009 and December 31, 2008….. page 18 Revenue, page
19

      16.           We
note that the cost of tissue sales as a percentage to the tissue sales
temporarily increased from 18% during the six months ended June 30, 2009 to 48%
during the six months ended December 31, 2009, then decreased to 19% during the
six months ended June 30, 2010.  Please revise your discussion to
identify which product temporarily increased demand and why.  Quantify
the sales volume and revenue by product to supplement your
discussion.

      Response:
We have modified our discussion in response to your comment.

      17.           We
note that your largest customer accounted for 12% and 37% of the total
consolidated revenues for the years ended 2009 and 2008,
respectively.  We also note that the relationship with the customer is
governed by a contract, which identifies prices for the services to be rendered
and payments to be made by the customer, that expires in February
2011.  Please disclose the name of this customer and describe, in the
“Business” section, the material terms of the agreement including the pricing
and payment, term and termination and any other material provisions of the
agreement.  Please note that the termination date should also include
the day on which the contract terminates.  Also, please file the
contract as an exhibit, or alternatively, tell us the basis for your belief that
you are not required to file the agreement pursuant to Item 601(b)(10)(ii)(B) of
Regulation S-K.

      Response:
We have revised our disclosure to disclose the names of the customers described
in this comment.  However, upon further review, we discovered that the
contracts with these customers were terminated in the third quarter of 2009 when
the Company migrated to a direct sales model from a distributor based
model.  We revised our disclosure accordingly; however, since we no
longer have contracts with these customers, we did not add this discussion to
the Business section and have not attached the contracts as
exhibits.

      Business, page
23

      Overview of Our Business,
page 23

      18.           We
note that you will continue to use the proceeds from prior financings and the
private placements to expand your direct sales network and your production
capacity.  To the extent practicable, please disclose the amount of
funds you will allocate to each.  Also, with respect to expanding your
production capacity, please clarify whether you intend to use funds to open new
facilities, increase the capacity of your current facility or
both.  If you intend to increase your current capacity and open new
facilities, clarify the portion of funds you expect to allocate to each and
indicate where you expect to open new facilities.

      Response:
We have revised our disclosure to disclose amounts incurred for expansion of our
direct sales force and amounts we anticipate that we will need to increase,
expand or update our existing facilities over the next five
years.  Also, in response to the first part of your comment, we have
deleted “and our production capacity” from the sentence regarding the use of
funds from our bridge financing and private placement.

      19.           Please
provide the basis for your statement that the Center for Biofilm Engineering at
Montana State is “internationally acclaimed.”

      Response:
We have deleted this statement in response to your comment.

      20.           We
note that you generate revenue from a number of revenue sources including the
following:  license fees and royalties from collaborative product
development efforts, sales from products developed and manufactured by you under
your own label and contract revenue from analytical testing and development
services provided to medical device manufacturer clients, which tailor your
coating process to the client’s specific product/medical
application.  Please disclose whether you have entered into any
license or collaboration agreements or contracts with respect to these revenue
generating sources and describe the material terms of these agreements or
contracts including the obligations of the parties, term and termination,
royalty rate and any other material provisions of the agreements or

October 26, 2010

John P. Gandolfo
Chief Financial Officer
600 Cruiser Lane
Belgrade, Montana 59714

Re:  Bacterin International Holdings, Inc.
Registration Statement on Form S-1
Filed September 28, 2010
 File No. 333-169620  Form 10-K Filed March 30, 2010 File No. 333-158426
Dear Mr. Gandolfo:
We have reviewed your registration stat ement on Form S-1 filed on September 28, 2010
and your Form 10-K filed on March 30, 2010 and have the following comments.  In some of our comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not complete lists.  If  our comments are appli cable to portions of
the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.

Cover Page

2. We note that Greenberg Traurig, LLP is no l onger the company’s outside counsel.  Please
revise the cover page of your filing to st ate your current outside counsel’s contact
information.

Bacterin International Holdings, Inc., pages 1

3. Please delete the word “leader” from your statement, “We develop, manufacture and
market biologics products to domestic and international markets through our biologics
division and believe we are emer ging into a leader in the fi eld of biomater ials research,
device development and commercialization,” in th is section and elsewhere as applicable.
Alternatively, provide us with  the information justifying the characterization of your
company as an emerging leader.

4. Please disclose the reasonable basis for the ch aracterization of your products as set forth
in the following statements:

•  “Our proprietary methods optimize the gr owth factors in human allografts to
create the ideal stem cell scaffold a nd promote bone and other tissue growth;”
• “Such coatings contain active agents and provide our products with several
potential advantages over traditional medical devices.  They offer a means of
protecting the surface of a medical de vice from contamination by pathogenic
organisms, thereby minimizing th e potential for infection;” and
• “Other coatings can serve as a reserve for local delivery of active agents,
enhancing a variety of biological func tions such as bone growth and pain
management.”

Alternatively, delete these statements from this section and elsewhere as applicable.
 Recent Developments, page 1

5. We note that the private placements through which the selling stockholders acquired the
shares being registered are described on page 2 of the filing; however, it does not appear that the share amounts mentioned add up to the amount being registered through this
registration statement.  Please revise your disclosure to clarify when, and in what
transactions, the entirety of the 11,352,479 sh ares (including 3,751,621 shares issuable
upon the exercise of warrants) were placed with the selling stockholders.

Risk Factors

Our success will depend on our ability to engage and retain …, page 5

6. To the extent that you have experienced problems engaging and retaining qualified
technical personnel in the recent past, please revise your disclosure to describe these
problems.  Additionally, if any key technica l personnel have plans to leave your company
in the near future, please revise the di scussion to disclose this information.
 Loss of key member of our management who we need to succeed…, page 5

7. To the extent that you have experienced pr oblems attracting and re taining qualified key
members of your management team in the r ecent past, please revise your disclosure to
describe these problems.  Additionally, if a ny key member of your management team has

plans to leave your company in the near futu re, please revise the discussion to disclose
this information.

We are highly dependent on the continued availability of our facilities…, page 5

8. Please disclose your level of business interrup tion insurance coverage and the cost to you
of such coverage, if material.
 We will be required to invest in facilities and equipment…, page 6

9. To the extent practicable, pleas e provide the amounts, in this  risk factor, that you have
currently budgeted or an ticipate spending to increase, expa nd or update your  capabilities
and facilities during the next  five years and the extent to which you have identified
sources of funding for this increase, expansion or update.  In addition, please address this
comment in more detail in the sectio n entitled “Cash Requirements” in your
Management’s Discussion and Analysis.
Future revenue will depend on our ability to develop new sales channels…, page 6

10. We note that you are engaging in a major in itiative to build and further expand your
direct sales force and that th is effort will have significant costs.  Please expand your
disclosure in this risk factor  to quantify, to the extent pr acticable, the amount of funds
you will need to build and further expand your direct sales force.  In addition, please
quantify your funding requirements and sources of  funding in greater detail in the section
entitled “Cash Requirements” in your Manage ment’s Discussion and Analysis.

Our revenues will depend upon prompt and adequate reimbursement from…, page 6

11. Please disclose any problems you have e xperienced with prompt and adequate
reimbursement from public and private insure rs and national health  systems and quantify
the effects of such problems on your company, if material.

We may be subject to future pr oduct liability litigation…, page 7

12. Please disclose the level of insurance covera ge that you carry rela ting to product liability
claims and the cost to you of such coverage, if material.

13. Please disclose the level of reserves you ma intain for product liability disbursements.
 We may not be able to obtain or protect our proprietary rights…, page 10

14. We note in your “Legal Proceedings” secti on that you have served complaints to
Allosource and Advanced Biologics, Inc.  Please discuss these claims and potential
consequences in this ri sk factor discussion.

If we do not timely file and have declared effective the registrati on statement…, page 11

15. We note that you entered into a registration rights agreement where you “agreed to file
and have declared effective this registration statement by a certain date.”  Please disclose
the date that you agreed to file and have th is registration statement declared effective.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
16
Comparison of Twelve Months Ended December 31, 2009 and December 31, 2008…, page 18
Revenue, page 19

16. We note that the cost of tissue sales as a percentage to the tissue sales temporarily
increased from 18% during th e six months ended June 30, 2009 to 48% during the six
months ended December 31, 2009, then decrease d to 19% during the six months ended
June 30, 2010.  Please revise your discussion to identify which product temporarily
increased demand and why.  Quantify the sales volume and revenue by product to supplement your discussion.
17. We note that your largest customer accounted for 12% and 37% of the total consolidated revenues for the years ended 2009 and 2008, respectively.  We also note that the relationship with the customer is governed by a contract, which indentifies prices for the
services to be rendered and payments to be made by the customer, that expires in February 2011.  Please disclose the name of this customer and describe, in the “Business” section, the material terms of the agreement including the pricing and payment, term and termination and any other material provisions  of the agreement.  Please note that the
termination date should also include the da y on which the contract terminates.  Also,
please file the contract as an exhibit, or alternativ ely, tell us the basis for your belief that
you are not required to file the agreement pursuant to Item 6 01(b)(10)(ii)(B) of
Regulation S-K.
 Business, page 23

Overview of Our Business, page 23

18. We note that you will continue to use the proc eeds from prior financings and the private
placements to expand your direct sales network and your production capacity.  To the extent practicable, please disclose the amount  of funds you will allo cate to each.  Also,
with respect to expanding your production ca pacity, please clarify whether you intend to
use funds to open new facilities, increase the capacity of your cu rrent facility or both.  If
you intend to increase your current capacity and open new facilities, clarify the portion of
funds you expect to allocate to each and indica te where you expect to open new facilities.

19. Please provide the basis for your statement th at the Center for Biofilm Engineering at
Montana State is “inter nationally acclaimed.”

20. We note that you generate revenue from a number of revenue sources including the
following: license fees and royalties from collaborative product development efforts,

sales from products developed and ma nufactured by you under your own label and
contract revenue from analyti cal testing and development se rvices provided to medical
device manufacturer clients, wh ich tailor your coating process to the client’s specific
product/medical application.  Pl ease disclose whether you have  entered into any license
or collaboration agreements or contracts with  respect to these revenue generating sources
and describe the material terms of these agre ements or contracts in cluding the obligations
of the parties, term and termination, royalty rate and any other material provisions of the
agreements or contracts.  Also, please file the agreements or contracts as exhibits, or
alternatively, tell us the basis for your belief that you are not required to file the
agreements or contracts pursuant to It em 601(b)(10)(ii)(B) of Regulation S-K.

 Products and Services, page 24

21. We note that your discussion on products and services distinguishes between your
Biologics Division and your Medical Device Products.  However, we also note that
products such as your OsteoSelect DBM putty ap pear in both secti ons.  Please clarify
which of your products are regulat ed as HCT and which are regul ated as medical devices.

22. We note that you are beginning trials to esta blish the ability to market OsteoSponge SC
as a cartilage re-generation scaffold, and that  you are also initiating clinical studies to
further support BacFast’s effec tiveness.  Please specify in your disclosure what you and
the FDA will have to do and, if applicable, have already done prior to  clinically testing
the products, and what you and the FDA will have to do to commercially market the
products.
23. We note that you are using part of the pro ceeds of the private placements to fund your
clinical trials for OsteoSponge SC and BacFast.  To the extent prac ticable, please disclose
the amount of funds you will allocate to the trials for each product.

24. We note that you are hoping to expand your  product definition for certain of your
products to claim cartilage regeneration capability.  We also note that 15 patients have undergone knee, foot or ankle surgery for the purposes of the trial to make such claims, and that you plan to have 200 patients in the tr ial by year end.  Lastly, we note that one of
these products is OsteoSponge SC.  Please di sclose the other products for which you are
hoping to expand your product definition to cl aim cartilage regeneration capability.
Additionally, please disclose whether you are con ducting trials for these products as well.
If you are conducting trials for your other pr oducts, please specify in your disclosure
what you and the FDA will have to do and, if applicable, have already done prior to
clinically testing the products, and what you and the FDA will have to do to commercially market the products.
25. Please provide the basis for your statement, “We believe that the ultimate size of the
market for wound drains is $80 million per year .”  Alternatively, delete these statements
from this section and elsewhere as applicable.

26. We note that in a joint development pr oject between RyMed and your company, the
InVision-Plus CS is treated with your patent ed antimicrobial technology.  We also note
that you will receive a royalty  on all devices treated for Ry Med.  Please disclose whether
you have entered into a collaboration agreemen t with RyMed and describe the material
terms of the agreement including the obligati ons of the parties, term and termination,
royalty rate and any other mate rial provisions of the agreement.  Also, please file the
agreement as an exhibit, or alternatively, tell us the basis for your belief that you are not
required to file the agreement pursuant to Item 601(b)(10)(ii)(B ) of Regulation S-K.

Technology and Intellectual Property, page 26

27. We note your table containing your patent information.  Under the section for your in-
licensed intellectual property, please disclose the expiration date for these patents and the
jurisdictions in which they were granted.
 Sales and Marketing, page 30

28. Please disclose the material terms of the cont ract with Broadlane, Inc., including the term
and termination provisions, and file the contract  as an exhibit, or alternatively, tell us the
basis for your belief that you are not require d to file the contr act pursuant to Item
601(b)(10)(ii)(B) of Regulation S-K.
 Legal Proceedings, pages 32-33

29. Please disclose the relief sought in your laws uits with Yanaki and Activatek, Allosource
and minSURG.

Potential Payments Upon terminatio n or Change-in-Control, page 40

30.  We note that you state, “Except for Mr. Gandolfo’s employment agreement described
below, we currently have no employment agreements with any of our named executive officers…”  However, on page 38 of your f iling, you state that you intend to keep the
current employment agreements between Bacterin and Guy Cook, Mitchell Godfrey,
Jesus Hernandez and Darrel Holmes, and that these employment agreements are set forth
as exhibits to the registration statement.  Pl ease revise your disclosu re to reconcile this
apparent discrepancy.
 Director Independence, page 41

31. We note your statement that during the year ended December 31, 2009, you did not have any independent directors on your board.  However, in your discussion on board
committees, for example, you list Mr. Swan son as a member of your audit and
compensation committees and state that he is an independent direct or of your company
under Nasdaq listing standards as well as unde r rules adopted by the SEC.  Mr. Swanson
was a director as of the year  ended December 31. 2009.  Please revise your disclosure to

reconcile this apparent discrepancy to explain whether you did or  did not have any
independent directors on your board during the year ended December 31, 2009.

Selling Stockholders, page 45

32. Please revise your disclosure to indicate th e nature of any position, office, or other
material relationship which the selling securi ty holders have had within the past three
years with the company or any of its predecesso rs or affiliates.  Please refer to Item 507
of Regulation S-K for guidance.

Other Rights To Acquire Our Common Stock, page 57

33. We note that you are contractually obligated to  issue shares of your common stock to one
of your stockholders.  Please disclose the name of such stockholder and file as an exhibit
the contract underlying such ob

October 6, 2010
 John Gandolfo Chief Financial Officer Bacterin Internati onal Holdings, Inc.
600 Cruiser Lane Belgrade, MT 59714
Re: Bacterin International Holdings, Inc.
 Item 4.01 Form 8-K
Filed September 24, 2010 File No. 333-158426

Dear Mr. Gandolfo:
 We have completed our review of your fili ng and do not have any further comments at
this time.

Sincerely,

James A. Allegretto Sr. Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

    [BACTERIN
LETTERHEAD]

    October
4, 2010

    VIA FEDERAL EXPRESS AND
EDGAR

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549-3030

              Attention:

              Lisa
      Sellars

                Re:

                Bacterin
      International Holdings, Inc.

                Item
      4.01 Form 8-K

                Filed
      September 24, 2010

                  File
      No. 333-158426

    Dear
Ladies and Gentlemen:

    This
letter responds to comments on the above-referenced filing by Bacterin
International Holdings, Inc., a Delaware corporation (the “Company”), provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated September 28, 2010.  The Company's
responses to the Staff's comments are indicated below, directly following a
restatement of each comment in bold, italicized type.

    Item 4.01 Form 8-K Filed
September 24, 2010

              1.

              SEC
      Comment:  Please revise paragraph
      (a)(ii) to disclose whether Uniack’s reports on the financial statements
      for either of the years ended December 31, 2008 and 2009 contained an
      adverse opinion or a disclaimer of opinion or were qualified or modified
      as to uncertainty, audit scope, or accounting principles and describe the
      nature of each such adverse opinion, disclaimer of opinion, modification,
      or qualification.  Refer to paragraph (a)(1)(ii) of Item 304 of
      Regulation S-K.  In this regard, we note that Uniack’s report on
      your financial statements for the year ended December 31, 2008 contained
      an explanatory paragraph regarding your ability to continue as a going
      concern.

              Company
      Response:  In response
      to the Staff’s comment, the Company has revised paragraph (a)(ii) in
      Amendment No. 1 to the Current Report on Form 8-K filed with the
      Commission on the date hereof to provide the following
      disclosure:

    Uniack’s
report on the Company’s financial statements for the fiscal year ended December
31, 2008 contained a modified opinion on the uncertainty of the Company to
continue as a going concern because of the Company’s reliance on loans and
advances from related parties to meet its liquidity needs, but did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to audit scope or accounting principles.  Uniack’s report on the
Company’s financial statements for the fiscal year ended December 31, 2009 did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting
principles.

        Securities
and Exchange Commission

        Division
of Corporation Finance

        Page
2

              2.

                SEC
      Comment:  Please file
      an updated letter from Uniack as an exhibit to the amendment filed in
      response to our comments in accordance with Items 304(a)(3) and 601(b)(16)
      of Regulation S-K.

    Company
Response:  In response to the Staff’s comment, the Company has
filed an updated letter from Uniack as Exhibit 16.1(a) to Amendment No. 1 to the
Current Report on Form 8-K filed with the Commission on the date hereof in
response to the additional disclosure provided in response to Comment No. 1
above.

    ***

    The
Company understands that the purpose of the Staff’s review is to assist the
Company in its compliance with applicable disclosure requirements and to enhance
the overall disclosure in its filings with the Commission.  The
Company hereby 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.

    The
Company further acknowledges that the Staff may have additional comments after
reviewing the Company’s response to the Staff’s comment.

    If you
have any questions regarding this response, please do not hesitate to contact me
directly at (406) 388-0480.

              Sincerely,

              /s/
      John P. Gandolfo

              John
      P. Gandolfo

              Chief
      Financial Officer

September 28, 2010
 John Gandolfo Chief Financial Officer Bacterin Internati onal Holdings, Inc.
600 Cruiser Lane Belgrade, MT 59714
Re: Bacterin International Holdings, Inc.
 Item 4.01 Form 8-K
Filed September 24, 2010 File No. 333-158426

Dear Mr. Gandolfo:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 4.01 Form 8-K Filed September 24, 2010

 1. Please revise paragraph (a)(ii) to disclose  whether Uniack’s reports on the financial
statements for either of the years ended December 31, 2008 and 2009 contained an
adverse opinion or a disclaimer of opini on or were qualified or modified as to
uncertainty, audit scope, or accounting principl es and describe the nature of each such
adverse opinion, disclaimer of  opinion, modification, or qualif ication.  Refer to paragraph
(a)(1)(ii) of Item 304 of  Regulation S-K.  In this regar d, we note that Uniack’s report on
your financial statements for the year ende d December 31, 2008 cont ained an explanatory
paragraph regarding your ability to continue as a going concern.
 2. Please file an updated letter from  Uniack as an exhibit to th e amendment filed in response
to our comments in accordance with Items 304( a)(3) and 601(b)(16) of Regulation S-K.

John Gandolfo Bacterin Internati onal Holdings, Inc.
September 28, 2010 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s 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 federal securities laws of the United States.

You may contact Lisa Sellars at 202-551-3348 if you have questions.  In her absence you
may contact me at (202) 551-3344.
Sincerely,

William H. Thompson
Accounting Branch Chief

Mail Stop 3561
September 22, 2009
 Jennifer H. Jarvis President and Chief Executive Officer K-Kitz, Inc. 1630 Integrity Drive East Columbus, OH 43209
Re: K-Kitz, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed September 18, 2009
   File No. 333-158426

Dear Mr. Jarvis:

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

Dilution of the Price You Pay For Your Shares, page 11

1. We have reviewed your response to prior comment 1 in our letter dated August
28, 2009.  Please revise your pre-offering net tangible book value amounts under each offering scenario to read $69,066, which represents your shareholder’s equity balance as of June 30, 2009.  Although your post-offering net tangible
book value amounts appear to be appropriately calculated, the adjustments to your pre-offering net tangible book value figures  will result in chan ges to the amounts
presented in the “Net tangible book value per share before offering” and “Increase
in net tangible book value per share attributab le to new investors” line items.

Jennifer H. Jarvis
K-Kitz, Inc. September 22, 2009 Page 2  Financial Statements

 Note 9. Restatement of December 31, 2008 Financial Statements, page F-13

2. We have reviewed your response to prior comment 3 in our letter dated August
28, 2009.  Please ensure that your restatem ent footnote includes a table showing
the changes made to the individual line items on your statements of operations.

****

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.
 You may contact Andrew Blume, Acc ountant, at (202) 551-3254 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or Mara Ransom, Legal
Branch Chief, or me at (202) 551-3720 with any other questions.
        S i n c e r e l y ,          H. Christopher Owings
Assistant Director
 cc: Spencer G. Feldman, Esq.
 Greenberg Traurig, LLP

Mail Stop 3561
August 28, 2009
 Jennifer H. Jarvis President and Chief Executive Officer K-Kitz, Inc. 1630 Integrity Drive East Columbus, OH 43209
Re: K-Kitz, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 21, 2009
   File No. 333-158426

Dear Mr. Jarvis:

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

Dilution of the Price You Pay For Your Shares, page 11

1. We have reviewed your response to prio r comment 1 in our letter dated July 1,
2009.  Please revise your dilu tion tables to reflect data as of June 30, 2009, the
most recent interim financial statements provided in the filing.  Please also note
that if the offering expenses already paid by you have been reflected as a
reduction to pre-offering net tangible book value, we will not object if your post-
offering pro forma net tangible book am ount is reduced only by the unpaid
portion of your offering expenses.  A ccordingly, based on a pre-offering  net
tangible book value of $69,066 as of June  30, 2009, it appears that your pro forma
net tangible book value subsequent to  a maximum offering would be $157,141,
which reflects $100,000 of offering pr oceeds less the $11,925 unpaid offering
expenses disclosed on page 11.  Please ensure you clearly disclose how you
treated offering costs in your  dilution calculations.

Jennifer H. Jarvis
K-Kitz, Inc.
August 28, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 13

Results of Operations, page 15

2. You disclose that the increas e in your revenues from the six month period ended
June 31, 2008 to the six month period ended June 30, 2009 was due to “the
general softness in the overal l economy in early 2009.”  Pl ease tell us and disclose
why a soft economy in 2009 would lead to an increase  in revenues.

Financial Statements

General

3. We note that you made several revisions  to the amounts in your financial
statements from the previous filing but di d not include a restatement footnote or
discuss why the amounts changed.  We also  note that the restatement was not
discussed in your auditor’s report and th at the report date remains unchanged.
Please include a restatement footnote in your next amendment that discusses the changes made to your financial statements and why those changes were necessary.  Provide a table that includes th e original and restated amounts for each
financial statement line item impacted.  Where applicable, mark the appropriate columns impacted by the restatements “as  restated” on the face of your financial
statements.  Also ensure that your audito rs reference the restatement footnote in
their report and dual date the report as necessary.
 Balance Sheet, page F-2

4. We have reviewed your response to prio r comment 7 in our letter dated July 1,
2009.  Although your response indicates that  you issued 4.5 million shares of
common stock to your CEO upon conversi on of an accrued liability, your
disclosures on pages 11 and II-1 indicate that  you received cash consideration for
issuance of the shares.  Furthermore, while your pro forma balance sheet on page F-2 reflects the transaction as a conversion of a liabili ty, your cash flow statement
on page F-17 reflects the issuance as a cash transaction.  Please address this inconsistency and revise your disclosures accordingly.  Please also ensure that
you address the following items:
• If you received cash in the transaction, please note that the proceeds should be
reflected on your cash flow statement as  a financing activity.  Please also

Jennifer H. Jarvis
K-Kitz, Inc.
August 28, 2009 Page 3
revise your pro forma balance sheet on pa ge F-2 to reflect the cash proceeds
and necessary adjustments to APIC.  Please note that the pro forma accrued compensation liability would remain unc hanged under this scenario.

• If you issued the shares upon conversion of  a liability, revise your disclosures
on pages 11 and II-1 to clearly indicate that they were issued upon conversion
of a payable and that you did not receiv e cash in the transaction.  Since you
did not receive cash in the transactio n, please also revise your cash flow
statement on page F-17 to remove this non-cash financing activity.

Income Statement, page F-3

5. We note that there are typos in the li ne item “Cost of sales – related party
(Jendco).”  Please revise your filing accordingly.

Income Statement, page F-15

6. We note that cost of sales for the three month period ended June 30, 2009 is
greater than cost of sales for the si x month period ended June 30, 2009.  Please
revise your filing accordingly.
 Statement of Stockholders’ Equity, page F-16

7. It appears that your references to 45 million shares should actually read 4.5
million shares.  Please revise your disclosures here and on your interim balance sheet.
****

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.

Jennifer H. Jarvis
K-Kitz, Inc. August 28, 2009 Page 4
You may contact Andrew Blume, Acc ountant, at (202) 551-3254 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or Mara Ransom, Legal
Branch Chief, or me at (202) 551-3720 with any other questions.
        S i n c e r e l y ,          H. Christopher Owings
Assistant Director
 cc: Spencer G. Feldman, Esq.
 Greenberg Traurig, LLP

Mail Stop 3561
July 1, 2009
 Jennifer H. Jarvis President and Chief Executive Officer K-Kitz, Inc. 1630 Integrity Drive East Columbus, OH 43209
Re: K-Kitz, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 17, 2009
   File No. 333-158426

Dear Mr. Jarvis:

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

Dilution of the Price You Pay For Your Shares, page 11

1. We have reviewed your response to prior comment 12 in our letter dated April 29,
2009 and have the following comments:

• Please revise your table with upda ted data as of March 31, 2009.

• It appears that you incorrectly computed  “Dilution per share to new investors”
when assuming all of the shares are sold   Based on your year-end figures, this
amount should equal $0.0351, calculate d as your $0.05 offering price less
your $0.0149 post-offering pro forma net tangible book value per share.
 • We note the section of your table titled  “Existing Stockholder if all of the
Shares are Sold.”  Please include a similar table assuming the minimum
number of shares is sold.  Please also revise both tables to include your pro

Jennifer H. Jarvis
K-Kitz, Inc.
July 1, 2009 Page 2
forma net tangible book value per share before and after the offering and the increase in net tangible book value per shar e attributable to ne w investors.

• It appears the first thr ee lines of your table on pa ge 12 are not per share
amounts and the second line actually re flects your pro forma net tangible book
value after
 the offering.  Please revise your table accordingly.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 13

Results of Operations, page 15

2. You disclose that the increas e in your selling, general and administrative expenses
from the quarterly period ended Marc h 31, 2008 to the quarterly period ended
March 31, 2009 was mainly due to an increase in tax expense.  Please tell us the
nature of these tax expenses and clarify why they are not classified within the
“provision for income taxes” line item on your income statements.  If you accrued
a substantial amount of fiscal 2008-relate d income taxes subsequent to year-end,
please tell us why those amounts were not reflected in your income tax payable as
of December 31, 2008 and explain how your accounting treatment complies with SFAS 109.  Please also clarify why you di d not recognize income tax benefits
during the quarterly periods ended Ma rch 31, 2008 and 2009 as a result of your
pre-tax losses for those periods.  S ee paragraphs 19-20 of APB 28.

Liquidity and Capital Resources, page 16

3. Please revise to clarify the reference you make to the “support and
accommodations” you have received from Je ndco Safety.  If you are referring to
the favorable payment terms you receive from them, please specifically refer to this and any other favorable terms or bene fits that accrue to you, by virtue of your
affiliation with them.  Please make similar revisions on page 27.  Please note that your risk factor on page 6, which also refers to “the support and accommodations”
you receive from a significan t related party, whom we presume to be Jendco
Safety, would seem to be referring to cas h advances or loans as it makes reference
to your liquidity needs.  If Jendco Safety has provided you with cash advances or loans, please revise to discuss the terms of these cash advances or loans, and revise the disclosure to explain exactly how the related party has assisted you with
your liquidity needs.

4. You indicate that your cash on hand together with the anticipated proceeds of the offering and projected cash flow from  operations will be enough to sustain
operations for at least the next 12 to 18 months.  Please clarify whether you will need to raise the maximum amount of pro ceeds in order to sustain operations for
this time frame, as your reference to  “anticipated proceeds” is unclear.

Jennifer H. Jarvis
K-Kitz, Inc.
July 1, 2009 Page 3  Recent Accounting Pronouncements, page 18

5. We have reviewed your response to prior comment 17 in our letter dated April 29,
2009 and re-issue our original comment si nce it does not appear you made the
changes described in your response.  Pl ease also ensure you similarly revise your
disclosures on pages F-8 and F-9 of your  financial statement footnotes.
 Plan of Distribution and Te rms of the Offering, page 29

Offering Period, Extension and Expiration Date, page 30

6. We note your indication that you reserve th e right to terminat e the offering at
anytime.  Please confirm, as you have with  respect to an extension of the offering,
that you will file a post-effective amendm ent to advise shareholders of your
decision to terminate the offering.
 Balance Sheet, page F-3

7. We have reviewed your response to prior comment 23 in our letter dated April 29,
2009. Based on your disclosures on page II-1, it appears your CEO Jennifer Jarvis purchased 4,500,000 common shares on January 24, 2009 for cash consideration
of $45,000.  Please confirm if you issued the shares for cash or some other form
of consideration, such as the conversi on of a payable to your CEO.  If you
received cash, please revise your pro form a balance sheet to reflect the cash
proceeds and ensure that you reflect the pr oceeds within the fi nancing activities
section of your statement of cash flows for the quarterly period ended March 31,
2009.  If you issued the shares upon conversion of a liability, please revise your pro forma balance sheet to reflect the reduc tion of the liability.  In either case,
please clarify why your APIC balance d eclined, both in your pro forma balance
sheet and your interim statement of shar eholders’ equity, and did not increase by
an amount approximating the cash received, or  liability extinguish ed, in excess of
the par value of the common shares i ssued.  Please also clarify why the
transaction had no impa ct on total equity.

Notes to Financial Statements, page F-7

Note 5. Provision for Income Taxes, page F-9

8. We have reviewed your response to prior comment 24 in our letter dated April 29,
2009, noting that your income tax disclo sures do not fully comply with the
requirements of SFAS 109 and Rule 4-08(h)(1) of Regulation S-X.  Please
address the following items:

Jennifer H. Jarvis
K-Kitz, Inc.
July 1, 2009 Page 4
• Your footnote reflects federal income  tax expense as current while your
response suggests that the expense is deferred.  Please address this
inconsistency.  If all federal income ta x expense is deferred, tell us why you
have not recorded any current federal income tax expense.

• Provide a reconciliation, using percenta ges or dollar amounts, of the reported
amount of income tax expense attributab le to continuing operations for the
year to the amount of income tax ex pense that would result from applying
domestic federal statutory tax rates to pretax income from continuing
operations.
 • Disclose the approxima te tax effect of each
 type of temporary difference and
carryforward that gives rise to a signif icant portion of deferred tax liabilities
and deferred tax assets.

• As described in paragraph 28(a) of SFAS 95, reflect deferred tax expense
and/or income as a separate reconciling item on your statements of cash flows.

Note 8. Related Party Transactions, page F-10

9. We have reviewed your response to prior comment 25 in our letter dated April 29,
2009.  As previously requested, please id entify and state the amounts of your
related party transactions on the f ace of your income statements.
 Note 9. Subsequent Events (Unaudited), page F-11

10. Please disclose the consideration you received in exchange for the 4.5 million shares of common stock issued to your CE O Jennifer Jarvis.  Similarly revise the
disclosures in Note 3 of your inte rim financial statements.

****

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.

Jennifer H. Jarvis
K-Kitz, Inc. July 1, 2009 Page 5
You may contact Andrew Blume, Acc ountant, at (202) 551-3254 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or Mara Ransom, Legal
Branch Chief, or me at (202) 551-3720 with any other questions.
        S i n c e r e l y ,          H. Christopher Owings
Assistant Director
 cc: Spencer G. Feldman, Esq.
 Greenberg Traurig, LLP

Mail Stop 3561
April 29, 2009
 Jennifer H. Jarvis President and Chief Executive Officer K-Kitz, Inc. 1630 Integrity Drive East Columbus, OH 43209
Re: K-Kitz, Inc.
Registration Statement on Form S-1 Filed April 6, 2009
   File No. 333-158426

Dear Mr. Jarvis:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Registration Statement Facing Page

1. We note that you have not marked the box indicating that the s ecurities are being
offered on a delayed or continuous basis pursuant to Rule 415.  However, from a description of the offeri ng, it appears that you are o ffering the securities on a
delayed or continuous basis.  If so, pl ease check the box for Rule 415.  Otherwise,
explain to us why your offering is not a delayed or continuous offering under Rule 415.

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 2  Front Cover of Prospectus

2. Please revise to leave the date of the pr ospectus at the top of the cover page
undated as that date should be the date of the effectiveness of the registration
statement.  Alternatively, please remove this date reference as one already appears at the bottom of the page.
3. Throughout your prospectus, pl ease revise to clarify that the 180-day offering
time period begins upon effectiveness of th is registration statement.  Though you
provide this disclosure in some places in your registration statement, please
ensure that you have provided it throughout.
4. In an appropriate place in your prospect us, please disclose to shareholders how
you will advise them that you have extended the offer for 90 days, should you choose to do so.  Your disclosure on pa ge 24 would seem to indicate that you will
file a post-effective amendment in the event the offering is extended.
5. We note the disclosure that you will promptly return funds held in escrow if the
minimum offering amount is not met within the specified period of time, as required by Exchange Act Rule 10b-9.  We have taken the position that "promptly" means the next business day or as soon as possible after the offering's
termination.  Revise to disclose this requirement.

We use a small number of suppliers for our products, and rely on them for prompt
shipment and quality control, page 6

6. Please eliminate the disclosure indicati ng that you have never experienced any
difficulty with the quantity or quality from your product suppliers since it mitigates the point of the risk.  Alternatively, delete the risk altogether if it does not pose a material risk of which investors should be made aware.
 Our technology and know-how is unpatented and others may seek to copy it without
compensating us, page 6

7. This risk factor indicates that you do not patent your “technology or other know-
how developed by [you] relating to [y ]our decontamination chambers or
pumps…”  Please revise your Business di scussion to explain how you contribute
technology to the products you sell.  Your disclosure on page 17 indicates that
you purchase all of your products from th ird party sources and that you custom
design and assemble your kits for re sale but it makes no mention of any
technology or other know-how that you have developed.  Pl ease revise or advise.

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 3  Finra sales practice requirement  may limit a stockholder’s abil ity to buy or sell our stock,
page 7

8. Please revise this risk fa ctor to avoid using the term “penny stock” as many
investors may be unfamiliar with this term .  Alternatively, refer readers to your
expanded discussion of this term that  appears later in your prospectus.
Use of Proceeds, page 9

9. Pursuant to Item 504 of Re gulation S-K, your applicati on of proceeds table should
indicate how the net  proceeds of the offering will be utilized.  Accordingly, please
revise your use of proceeds table and related discussion.  Although you disclose
that the registration costs will be paid from cash on hand, net proceeds must reflect the direct offering costs.

10. Please disclose that the two offering s cenarios presented ar e for illustrative
purposes only and the actual amount of proceeds received, if any, may differ.
 Determination of Offering Price, page 10

11. Please revise to clearly disclose how you determined the offering price.  The
existing disclosure states that it was arbi trarily determined but you then disclose
four factors.  Please clarify how the four  factors you cite c ontributed to your
offering price determination.
 Dilution of the Price You Pay For Your Shares, page 10

12. We have reviewed your dilution disclosu res and have the following comments:

• Tell us how you calculated the December 31, 2008 pre-offering net tangible
book value of $60,143.  Since it appears you do not have any intangible assets
recorded as of your fiscal year-end, pl ease clarify why your equity balance of
$35,578 does not represent net tangible book value.

• Please note that you should reflect the $39,000 of estimated offering costs as a
reduction to post-offering net tangible  book value.  Accordingly, it appears
post-offering net tangible book value assuming 100% of the shares are sold
would be only $61,000 greater than the pre-offering amount.

• Please revise your disclosures under each o ffering scenario to clearly disclose
the net tangible book value per share before the offering, pro forma net tangible book value per share after the offering, the in crease in net tangible
book value per share attributable to new investors, and dilution per share to
new investors.

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 4

• It appears that the “Price per share” line item at the top of your table on page
11 represents the net tangible book value per share after the offering.  Please
revise this line item description as it could easily be confused with the price
per share of the offering.

• Considering you disclose on page 10 th at your existing affiliated stockholder
paid $45,000 for 4,500,000 shares of co mmon stock, please clarify how you
determined the $16,868 amount included in the “Capital contribution of
existing stockholder” line item.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 12

13. We note your disclosure, “We undertake no obligation to update and revise any
forward-looking statements or to publicly  announce the result of any revisions to
any of the forward-looking statements in this document to reflect any future or
developments.”   Please revise your statem ent to include a statement to the effect
that you do not undertake the obligation to  update your forward statements except
to the extent required by federal securities laws.

14. Where you identify intermediate causes of changes in your operating results, also
describe the reasons underlying the in termediate causes.  For example, you
indicate that the increase in  your cost of sales percentage from fiscal year 2007 to
2008 is due to greater volume from your contract with the Fr anklin County, Ohio
Board of Health and you indicate that se lling, general and admi nistrative expenses
remained at consistent levels despite more than doubling your sales.  Please
explain why increased volumes with th at specific customer led to reduced
margins and why SG&A expenses and operating income remained constant despite a significant increase in sales.  A discussion of the relevant factors and
trends that led to the cha nges in cost of sales, SG&A expenses, and other income
statement line items would be beneficial to a reader.  In pa rticular, your MD&A
should include descriptions and amounts of:
• Matters that are expected to have a ma terial impact on future operations but
that have not had an impact in the past;

• Matters that have had a material im pact on reported operations but are not
expected to have an impact  upon future operations, and;

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 5
• Matters that have had a material impact  on past operating results and involve
prospective effects.
See SEC Release No. 33-8350.

15. Where you describe business reasons that contributed to a material change in a
financial statement line item between peri ods, please quantify, where possible, the
extent to which each factor contributed to the overall change in that line item.  For
example, with respect to the change in revenue from fiscal year 2007 to 2008,
please quantify the extent to which the ch ange is attributable to greater volume
from your contract with the Franklin C ounty, Ohio Board of Health.  See Item
303(a) of Regulation S-K and SEC Release No. 33-8350.
 Liquidity and Capital Resources, page 14

16. We note your indication that your principa l capital resources have historically
been provided through advances from Jennifer Jarvis.  Revise to quantify how much she has provided and the terms pur suant to which she has provided these
resources.  If she has loaned you money, please discuss the terms of the loan(s)
and provide applicable disclosure un der Certain Relationships and Related
Transactions, on page 22, pursuant to Item 404 of Regulation S-K.
 Recent Accounting Pronouncements, page 16

17. Although you should have already adopted  the recent account ing pronouncements
disclosed in this section, your disclosure s indicate that management either does
not expect adoption to have a material im pact on your financial statements or that
management is still evaluating the eff ect adoption will have on your financial
statements.  If true, please conf irm that you adopted these accounting
pronouncements within your historical fi nancial statements and revise your
disclosures accordingly.
 Business, page 17

18. Please revise this discussion to elab orate upon how you intend to generate
revenues from sales of your kits.  For example, explain how school systems and
municipalities have accounted for a majo rity of your revenues; in doing so,
discuss how they became your customers, the likelihood that they will generate any revenues as a result of  refill and/or replacement sales and how you intend to
identify new customers and whether you expect your new customers to constitute
school systems and municipalities.  We note your indication that you “intend to
implement an extensive marketing plan  to reach the maximum number of
potential customers to grow demand;” pl ease provide additiona l detail about your
extensive marketing plan.

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 6  Executive Officer Compensation, page 20

19. We note that, notwithstanding the fact th at you have no compensation to disclose,
your Summary Compensation Table does not appear to reflect the implementation
of the new disclosure requirements rela ting to executive compensation.  Refer to
Securities Act Releases 8732A and 8765 and Question 7 of the “Executive
Compensation and Related Person Disclosu re Transition Questions and Answers”
located at our web-site at www.sec.gov.   Please revise accordingly.

Plan of Distribution and Te rms of the Offering, page 24
20. Please alert investors at the beginning of this section that there is currently no
market for any of your shares, and that  you cannot give any assurance that the
shares offered will have a market value, or  that they can be resold at the offered
price if and when an active secondary market might develop, or that a public
market for your securities may not be sust ained even if developed.  Please provide
similar disclosure on page 27, where you discuss the timeframe for purposes of
obtaining a trading symbol.
21. You state that an extension of the offering period beyond 180 days will entitle
investors to a refund of their investment .  Clarify whether your option to extend
the offering for 90 days will trigger this provision.
 Description of Securities, page 28

22. You indicate here that stockholders are permitted to vote their shares
cumulatively and yet the company’s Ce rtificate of Incorporation makes no
mention of such rights.  Please revise or advise.
 Balance Sheet, page F-3

23. You disclose in Notes 7 and 9 that you redeemed the 100 common shares outstanding as of December 31, 2008 during January 2009 and issued 4,500,000 common shares to your CEO.  Please include a pro forma balance sheet as of December 31, 2008 presented along side of th e historical balance sheet that gives
effect to this change in capitalizatio n and excludes the effects of the offering
proceeds.  Please also present pro form a EPS computations on the face of your
income statements for the fiscal years presented that give effect to the 4,500,000 shares issued to your CEO.

Jennifer H. Jarvis
K-Kitz, Inc.
April 29, 2009 Page 7  Notes to Financial Statements, page F-7

 Note 5. Provision for Income Taxes, page F-12

24. Please revise your footnote to include all of the income tax disclosures required by paragraphs 43-49 of SFAS 109.  In doing so, we note that you have a deferred
tax asset line item on your balance sheet but  there is no deferred tax expense or
benefit reflected in your income tax expens e or, as described in paragraph 28(a) of
SFAS 95, as a reconciling item on your statements of cash flows.
 Note 8. Related Party Transactions, page F-15

25. As required by Rule 4-08(k) of Regulat ion S-X, please identify and state the
amounts of your related party transactions on the face of the consolidated balance
sheets, income statements, and/or statements of cash flows.
***
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
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

Jennifer H. Jarvis
K-Kitz, Inc. April 29, 2009 Page 8  ‚ th