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DUTCHESS OPPORTUNITY FUND, II, LP

50 Commonwealth Avenue, Suite 2

Boston, MA 02116

Telephone: (617) 301-4700

August 18, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

    Re:
    ProPhase Labs, Inc. –Request for Acceleration

    Registration Statement on Form S-3

    File No. 333- 206090

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Dutchess Opportunity Fund, II, LP as statutory underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Standard Time on August 21, 2015, or as soon
thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    DUTCHESS OPPORTUNITY FUND, II, LP

    By:
    /s/ Douglas LKeighton

    Douglas H. Leighton

    Managing Member of:

    Dutchess Capital Management, II, LLC

    General Partner to:

    Dutchess Opportunity Fund, II, LP