Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Giffin David
 2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2010		 3. Issuer Name and Ticker or Trading Symbol
Stereotaxis, Inc. [STXS]
(Last)
(First)
(Middle)
C/O STEREOTAXIS, INC., 4320 FOREST PARK AVENUE, SUITE 100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Human Resources
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ST. LOUIS, MO 63108		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 34,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 02/05/2009(2) 02/05/2013 Common Stock 30,000 $ 6.86 D  
Employee Stock Option (Right to Buy) 08/05/2009(2) 08/05/2013 Common Stock 25,000 $ 7.03 D  
Employee Stock Option (Right to Buy) 02/18/2010(2) 02/18/2014 Common Stock 20,000 $ 3.38 D  
Employee Stock Option (Right to Buy) 02/17/2011(2) 02/17/2015 Common Stock 50,000 $ 4.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Giffin David
C/O STEREOTAXIS, INC.
4320 FOREST PARK AVENUE, SUITE 100
ST. LOUIS, MO 63108		       VP, Human Resources  

Signatures

/s/ David Giffin 06/03/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 24,250 shares of restricted stock that are subject to forfeiture if certain performance criteria are not achieved over time. Also includes 4,250 shares of restricted stock, 25% of which vests on January 15th of each year beginning in 2008.
(2) The stock options vest as follows: (1) 25% vest one year after the date of grant, and (2) the remaining 75% vest ratably per month over the next three years.
 
Remarks:
See Exhbit 24 - Power of Attorney

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