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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 CYTOMEDIX, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                                      23-3011702
         (State or other jurisdiction of                        (IRS Employer
          incorporation or organization)                     Identification No.)


             416 Hungerford Dr., Suite 330, Rockville, Maryland         20850
             (Address of principal executive offices)                 (Zip Code)

                    CYTOMEDIX, INC. LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                 (301) 251-2815

                                WILLIAM ALLENDER
                             CHIEF FINANCIAL OFFICER
                          416 HUNGERFORD DR., SUITE 330
                            ROCKVILLE, MARYLAND 20850
                                 (501) 219-2111
            (Name, address and telephone number of agent for service)

                                 WITH COPIES TO:
                                A. HEATH ABSHURE
                             WILLIAMS & ANDERSON PLC
                          111 CENTER STREET, 22ND FLOOR
                           LITTLE ROCK, ARKANSAS 72201
                                 (501) 372-0800


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- --------------------- --------------------
<S>           <C>       <C>                   <C>                  <C>                   <C>
Title of each class     Amount to be          Proposed maximum     Proposed maximum      Amount of
of securities to be     registered (1)        offering price per   aggregate offering    Registration Fee
registered                                    share (2)            price  (2)
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock, $.001     4,000,000 Shares      $1.95 per share      $7,800,000            $988.26
per value
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) The number of shares of Cytomedix, Inc. common stock which may be offered
pursuant to this registration statement include 4,000,000 shares issuable upon
the exercise of options or otherwise under the Cytomedix Long-Term Incentive
Plan.

(2) The proposed offering price per share (and thus the proposed maximum
aggregate offering price) was estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under
the Securities Act of 1933. 1,211,577 options are exercisable at $1.50 per
share. The exercise prices of the remaining options are not known and therefore
have been determined in accordance with Rule 457(c) based on the last sale of
$2.15 reported as of October 25, 2004, a date within five business days prior to
the date of filing the registration statement. The weighted average of the price
per share is $1.95, and the maximum aggregate offering price is based on $1.95
per share.


<PAGE>

                                     PART I

ITEM 1. PLAN INFORMATION

Cytomedix, Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933.
The documents containing the information required by Part I of Form S-8 will be
or have been sent or given to the participants in the Plan as specified by Rule
428(b)(1). Such documents are not being filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses.
Such documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute
the Plan Prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      Upon written or oral request by a participant in the Plan listed in Item
1, the Company will provide without charge any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. Upon written or
oral request, the Company will provide without charge other documents required
to be delivered to employees pursuant to Rule 428(b). Any and all requests
should be directed to William L. Allender, Secretary, 416 Hungerford Dr., Suite
330, Rockville, Maryland 20850.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      We incorporate by reference the documents listed below, except to the
extent information in those documents is different from the information
contained in this Registration Statement:

(i)   The Company's Annual Report on Form 10-KSB for the year ended December 31,
      2003;
(ii)  The Company's Quarterly Report on Form 10-QSB for the quarter ending March
      31, 2004,
(iii) The Company's Quarterly Report on Form 10-QSB for the quarter ending June
      30, 2004;
(iv)  The Company's Proxy Statement for a Special Meeting of Shareholders held
      on October 19, 2004, filed on September 20, 2004; and
(v)   The Company's description of its Common Stock contained in Exchange Act
      Registration Statement on Form 10SB/A filed on April 10, 2000 and updated
      in Exhibit 2.12 to Form 8-K filed on April 8, 2002.

All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such prior
statement. The documents required to be so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable

<PAGE>

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

      Generally, Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person might be a party to an action by reason of
the fact that the person is or was a director, officer, employee or agent of the
corporation if the person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

      Article 10 of our Restated Certificate of Incorporation provides that our
directors shall not be personally liable to Cytomedix or our stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to Cytomedix or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

      Further, Article VIII of our Restated Bylaws provides generally that we
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of Cytomedix) by reason of the fact that he is or was a
director, officer, employee or agent of Cytomedix, or is or was serving at the
request of Cytomedix as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Cytomedix,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. To the extent that a director, officer,
employee or agent of Cytomedix has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to Cytomedix unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. The indemnification and advancement
of expenses provided by, or granted pursuant to, our Bylaws shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

      Furthermore, our Restated Bylaws provide that we have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of Cytomedix, or is or was serving at the request of
Cytomedix as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not Cytomedix would have the power to indemnify
him against such liability under the provisions of the Restated Bylaws.

      We also include indemnification provisions in our employment contracts
with our executive officers. Generally speaking, these provisions provide that
we shall indemnify our officers against, and shall pay and advance, all
reasonable expenses, including attorney's fees and disbursements, and any
judgments, fines, and amounts paid in settlement incurred by our officers in
connection with a claim, action, suit, proceeding, or appeal therefrom, in the
event our directors' and officers' insurance lapses, to the fullest extent
permitted under our Restated Certificate of Incorporation, Restated Bylaws, or
applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.1   Amended and Restated Certificate of Designation of the Relative Rights and
      Preferences of Series A Preferred, Series B Preferred and common stock of
      Cytomedix, Inc. (Previously filed on March 31, 2004, on Form 10-KSB for
      year ended December 31, 2003, File No. 000-28443).

<PAGE>

5.1   Opinion of Williams & Anderson PLC

10.1  Cytomedix, Inc. Long-Term Incentive Plan as amended on October 19, 2004.

23.1  Consent of L J Soldinger & Associates

23.2  Consent of Williams & Anderson PLC (included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.

      (2)   That, for determining liability under the Securities Act, to treat
            each post-effective amendment as a new registration statement of the
            securities offered, and the offering of the securities at that time
            to be the initial bona fide offering.

      (3)   To file a post-effective amendment to remove from registration any
            of the securities that remain unsold at the end of the offering.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Rockville, State of Maryland, on October 25, 2004.

Cytomedix, Inc.

By: /s/Kshitij Mohan
    Kshitij Mohan

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/Kshitij Mohan
Kshitij Mohan, Chief Executive Officer

/s/Robert Burkett
Robert Burkett, Chairman of the Board

/s/David P. Crews
David P. Crews, Director

/s/David F. Drohan
David F. Drohan, Director

<PAGE>

/s/Mark T. McLoughlin
Mark T. McLoughlin, Director

/s/William L. Allender
William L. Allender, Chief Financial Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 CYTOMEDIX, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                                      23-3011702
         (State or other jurisdiction of                        (IRS Employer
          incorporation or organization)                     Identification No.)

             416 Hungerford Dr., Suite 330, Rockville, Maryland         20850
             (Address of principal executive offices)                 (Zip Code)

                    CYTOMEDIX, INC. LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                 (301) 251-2815

                                WILLIAM ALLENDER
                             CHIEF FINANCIAL OFFICER
                          416 HUNGERFORD DR., SUITE 330
                            ROCKVILLE, MARYLAND 20850
                                 (501) 219-2111
            (Name, address and telephone number of agent for service)

                                 WITH COPIES TO:
                                A. HEATH ABSHURE
                             WILLIAMS & ANDERSON PLC
                          111 CENTER STREET, 22ND FLOOR
                           LITTLE ROCK, ARKANSAS 72201
                                 (501) 372-0800
CALCULATION OF REGISTRATION FEE

----------------------- --------------------- -------------------- --------------------- --------------------
Title of each class     Amount to be          Proposed maximum     Proposed maximum      Amount of
of securities to be     registered (1)        offering price per   aggregate offering    Registration Fee
registered                                    share (2)            price  (2)
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock, $.001     4,000,000 Shares      $1.95 per share      $7,800,000            $988.26
per value
----------------------- --------------------- -------------------- --------------------- --------------------
(1) The number of shares of Cytomedix, Inc. common stock which may be offered
pursuant to this registration statement include 4,000,000 shares issuable upon
the exercise of options or otherwise under the Cytomedix Long-Term Incentive
Plan.

(2) The proposed offering price per share (and thus the proposed maximum
aggregate offering price) was estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under
the Securities Act of 1933. 1,211,577 options are exercisable at $1.50 per
share. The exercise prices of the remaining options are not known and therefore
have been determined in accordance with Rule 457(c) based on the last sale of
$2.15 reported as of October 25, 2004, a date within five business days prior to
the date of filing the registration statement. The weighted average of the price
per share is $1.95, and the maximum aggregate offering price is based on $1.95
per share.
PART I

ITEM 1. PLAN INFORMATION

Cytomedix, Inc. (the "Company") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933.
The documents containing the information required by Part I of Form S-8 will be
or have been sent or given to the participants in the Plan as specified by Rule
428(b)(1). Such documents are not being filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses.
Such documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute
the Plan Prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      Upon written or oral request by a participant in the Plan listed in Item
1, the Company will provide without charge any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. Upon written or
oral request, the Company will provide without charge other documents required
to be delivered to employees pursuant to Rule 428(b). Any and all requests
should be directed to William L. Allender, Secretary, 416 Hungerford Dr., Suite
330, Rockville, Maryland 20850.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      We incorporate by reference the documents listed below, except to the
extent information in those documents is different from the information
contained in this Registration Statement:

(i)   The Company's Annual Report on Form 10-KSB for the year ended December 31,
      2003;
(ii)  The Company's Quarterly Report on Form 10-QSB for the quarter ending March
      31, 2004,
(iii) The Company's Quarterly Report on Form 10-QSB for the quarter ending June
      30, 2004;
(iv)  The Company's Proxy Statement for a Special Meeting of Shareholders held
      on October 19, 2004, filed on September 20, 2004; and
(v)   The Company's description of its Common Stock contained in Exchange Act
      Registration Statement on Form 10SB/A filed on April 10, 2000 and updated
      in Exhibit 2.12 to Form 8-K filed on April 8, 2002.

All documents subsequently filed with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such prior
statement. The documents required to be so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

      Generally, Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person might be a party to an action by reason of
the fact that the person is or was a director, officer, employee or agent of the
corporation if the person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

      Article 10 of our Restated Certificate of Incorporation provides that our
directors shall not be personally liable to Cytomedix or our stockholders for
monetary damages for breach of fiduciary duty as a director except for liability
(i) for any breach of the director's duty of loyalty to Cytomedix or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

      Further, Article VIII of our Restated Bylaws provides generally that we
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of Cytomedix) by reason of the fact that he is or was a
director, officer, employee or agent of Cytomedix, or is or was serving at the
request of Cytomedix as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Cytomedix,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. To the extent that a director, officer,
employee or agent of Cytomedix has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to Cytomedix unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. The indemnification and advancement
of expenses provided by, or granted pursuant to, our Bylaws shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

      Furthermore, our Restated Bylaws provide that we have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of Cytomedix, or is or was serving at the request of
Cytomedix as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not Cytomedix would have the power to indemnify
him against such liability under the provisions of the Restated Bylaws.

      We also include indemnification provisions in our employment contracts
with our executive officers. Generally speaking, these provisions provide that
we shall indemnify our officers against, and shall pay and advance, all
reasonable expenses, including attorney's fees and disbursements, and any
judgments, fines, and amounts paid in settlement incurred by our officers in
connection with a claim, action, suit, proceeding, or appeal therefrom, in the
event our directors' and officers' insurance lapses, to the fullest extent
permitted under our Restated Certificate of Incorporation, Restated Bylaws, or
applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.1   Amended and Restated Certificate of Designation of the Relative Rights and
      Preferences of Series A Preferred, Series B Preferred and common stock of
      Cytomedix, Inc. (Previously filed on March 31, 2004, on Form 10-KSB for
      year ended December 31, 2003, File No. 000-28443).
5.1   Opinion of Williams & Anderson PLC

10.1  Cytomedix, Inc. Long-Term Incentive Plan as amended on October 19, 2004.

23.1  Consent of L J Soldinger & Associates

23.2  Consent of Williams & Anderson PLC (included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.

      (2)   That, for determining liability under the Securities Act, to treat
            each post-effective amendment as a new registration statement of the
            securities offered, and the offering of the securities at that time
            to be the initial bona fide offering.

      (3)   To file a post-effective amendment to remove from registration any
            of the securities that remain unsold at the end of the offering.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Rockville, State of Maryland, on October 25, 2004.

Cytomedix, Inc.

By: /s/Kshitij Mohan
    Kshitij Mohan

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

/s/Kshitij Mohan
Kshitij Mohan, Chief Executive Officer

/s/Robert Burkett
Robert Burkett, Chairman of the Board

/s/David P. Crews
David P. Crews, Director

/s/David F. Drohan
David F. Drohan, Director
/s/Mark T. McLoughlin
Mark T. McLoughlin, Director

/s/William L. Allender
William L. Allender, Chief Financial Officer