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April 24, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed April 5, 2012 File No. 000-30402

Dear Mr. Reynolds:
 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 ten 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.
            Form 8-K/A, filed April 5, 2012

 Security Ownership of Certain Benefi cial Owners and Management, page 41

 1. Please review your table to ensure it is cons istent and accurate.  We note, for example,
the 1.5 million shares held as a group by your officers and directors is reported as representing 41.2% of your shares while  the 2 million shares held by Concord
International represents 23%.   Please advise or revise.
 Executive Compensation, page 51

 2. We note your response to comment seven from our letter dated March 15, 2012 and
reissue.  Please include the compensation received by Messrs. Fa ulkes and/or Reynolds
from the Service Agreement in your Su mmary Compensation table and related

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 2

 discussions or advise.  Clarify whether Me ssrs. Faulkes and/or Reynolds are involved
with Research and/or The Dill Faulkes Edu cational Trust in any capacity other than
director or receive any compensation, direct or indirect, through Research and/or The Dill
Faulkes Educational Trust.  In addition, pl ease clarify whether Me ssrs. Faulkes and/or
Reynolds have any ownership, control or other material relationship w ith Research and/or
The Dill Faulkes Educational Trust, direct or indirect.  Clarify whether Research and/or The Dill Faulkes Educational Trust provides any services to companies other than
Volition, and its affiliates.  Please provide cl ear disclosure as to why you believe the
payments pursuant to the Service Agreement are not compensation.  Similarly, provide an
analysis as to why you believe the payments  to Mining House would not be considered
compensation to Messrs. Reynolds, and Rootsaert.

Certain Relationships and Relate d Party Transactions, page 58

 3. We reissue comment nine of our letter  dated March 15, 2012.  Please provide the
disclosure for the time periods required by In struction 2 to Item 404(d) of Regulation S-
K.  This would include disclosing the paymen ts made in the fiscal year preceding the
company’s last fiscal year, in addition to the last fiscal year.  Las tly, please disclose the
amount in the last transaction in  this section in US dollars.

Exhibits

 4. We reissue comment 10 of our lett er dated March 15, 2012.  Please file
 exhibit 10.08 in
its entirety.  We note that the exhibit refers to th e disclosure letter a nd disclosure bundle.
These supplemental materials are specifically refe renced in the exhibit and are material to
understanding the document.  For instance, we  note that the warrant ies are qualified by
the facts and circumstances in the disclosure lette r.  Similarly, liability issues, intellectual
property, contracts, property, etc.  relate to disclosures in the disclosure letter and attached
disclosure bundle.
 Form 10-K for Fiscal Year Ended December 31, 2011

 5. Please amend your Form 10-K to comply with  the comments issued above on the Form
8-K, as applicable.
 Forward Looking Statements, page 4

 6. We note on your statement that the Form 10-K includes forward-looking statements
“within the meaning of” the Pr ivate Securities Litigation Re form Act of 1995.  We also
note similar disclosure in th e MD&A section.  Be advised that Section 27A(b)(1)(C) of
the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly
state that the safe harbor for forward looki ng statements does not apply to statements
made by companies that issue penny stock.  Please either:

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 3

  delete any references to the Private Securities Litigation Reform Act; or
 make clear, each time you refer to the Litigation Reform Act, that the safe
harbor does not apply to your company.
 Management’s Report on Internal Cont rol over Financial Reporting, page 29

7. In discussing your failure to maintain appr opriate cash controls you state “[a]lternatively,
the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank acc ounts.”  Please explain this disc losure in greater detail, in
light of your $347,892 cash balance at Decem ber 31, 2011 and recent equity financing
transactions.

Executive Compensation, page 40

 8. We note that the Summary Compensation Table, the Outstanding Equity Awards Table,
and the Director Compensation Table as provide d in the Form 10-K is different from the
same period covered by the tables in th e Form 8-K.  Please reconcile.
 Exhibits

 9. Please file the interactive data exhibits re quired by Item 601(b)(101) of Regulation S-K
or advise.
 Signatures

 10. Please amend to include the signatures of your Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer in their capacities as such.

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.

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 4

 You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director