October 24, 2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Stereotaxis, Inc. Registration Statement on Form S-1

(Commission File No. 333-191054)

Dear Sir or Madam:

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

 

•

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

 

•

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

 

•

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

Very truly yours,

 

/s/ Karen Witte Duros
By:		Karen Witte Duros
		Senior Vice President, General Counsel & Secretary

 

cc:	Robert J. Endicott

Todd M. Kaye

Bryan Cave LLP