SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MIDDLETON FRED A (Last) (First) (Middle) 400 SOUTH EL CAMINO RD SUITE 1200 (Street) SAN MATEO CA 99402 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Stereotaxis, Inc. [ STXS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/15/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2004		J(1)	V	75,436	D	(2)	0	I	Sanderling Management Limited, Custodian FBO Middleton-McNeil, L.P.
Common Stock	12/15/2004		J(1)	V	37,718	A	(2)	140,947	D
Common Stock								8,172	I	Sanderling Mgmt. LLC 401k Pension Profit Sharing Plan
Common Stock								781,351	I	Sanderling Venture Partners II, L.P.
Common Stock								301,745	I	Sanderling Management Limited, Cust. FBO Sanderling Ventures Limited, L.P.
Common Stock								532,758	I	Sanderling IV Biomedical Co-Investment Fund, L.P.
Common Stock								89,834	I	Sanderling V Beteiligungs GmbH & Co. KG
Common Stock								374,313	I	Sanderling V Biomedical Co-Investment Fund, L.P.
Common Stock								100,970	I	Sanderling V Limited Partnership
Common Stock								224,515	I	Sanderling Venture Partners IV Co-Investment Fund, L.P.
Common Stock								617,411	I	Sanderling Ventures Partners V Co-Investment Fund, L.P.
Common Stock								25,487	I	Sanderling Ventures Management V

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Distribution of issuer securities from Sanderling Management Limited, Custodian FBO Middleton-McNeil, L.P. to the Reporting Person. The Reporting Person is a general partner of Sanderling Management Limited, Custodian FBO Middleton-McNeil, L.P. This transaction does not result in any change to the Reporting Person's pecuniary interest in the securities transferred.

2. Price is not applicable to a distribution of securities from a partnership to its partners.

	/s/ Fred A. Middleton	12/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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