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York, NY 10022-7650

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reedsmith.com

August
31, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Christina Chalk

    Re:
    ProPhase
    Labs, Inc.

    Schedule
    TO-I filed August 25, 2017

    File
    No. 5-84809

Dear
Ms. Chalk:

On
behalf of our client, ProPhase Labs, Inc. (the “Company”), we submit this letter in response to a comment from
the staff in the Office of Mergers and Acquisitions (the “Staff”) in the Division of Corporation Finance of
the Securities and Exchange Commission issued (the “Commission”) in its letter dated August 31, 2017 (the “Comment
Letter”) relating to the above-referenced Schedule TO-I filed by the Company on August 25, 2017 (the “Schedule
TO-I”).

Set
forth below in bold is the comment from the Comment Letter, followed by the Company response.

General

 1. Please
                                         confirm (and explain why) this issuer tender offer does not constitute the first step
                                         in a going private transaction. In this regard, we note that the Company has recently
                                         sold substantially all of its assets and if fully subscribed, the Company will repurchase
                                         24.7% of its common stock in this offer. While we note the offer condition that this
                                         tender offer will not cause the delisting of these shares from the NASDAQ, please be
                                         aware that Rule 13e-3 can apply to the first step in a series of transactions having
                                         the requisite going-private effect. See Rule 13e-3(a)(3). In addition, we note that Item
                                         6 of Schedule TO and Item 1006(c) of Regulation M-A require the Company to discuss any
                                         future plans for an extraordinary transaction of the kind listed in Item 1006(c)(1)-(9).

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Company has no plan or intention to go private
and that the issuer tender offer is not intended to constitute the first step in a going private transaction.

As
noted in the Offer to Purchase, the completion of the tender offer will not cause the Company to be delisted from NASDAQ or to
stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Furthermore, it is a condition of the Company’s obligation to purchase shares in the tender offer that the
consummation of the tender offer and the purchase of the shares is not reasonably likely to cause the shares (1) to be held of
record by less than 300 persons; or (2) to be delisted from NASDAQ or to be eligible for deregistration under the Exchange Act.

The
Company did previously sell a significant portion of its assets, specifically, the intellectual property and certain other assets
related to its ColdEEZE® brand and product line, to Mylan Inc. (“Mylan”). However, as noted in its
most recent Quarterly Report on Form 10-Q filed with the Commission on August 11, 2017, the Company continues to own and operate
its manufacturing facility and manufacturing business in Lebanon, Pennsylvania (in addition to its corporate headquarters in Doylestown,
Pennsylvania).

Securities
and Exchange Commission

August
31, 2017

Page
2

The
Company currently employs 47 full-time employees and has entered into and is performing a manufacturing and supply agreement with
Mylan, pursuant to which it manufactures various Cold-EEZE® lozenge products for Mylan from its manufacturing facility.
This agreement will remain in effect until March 29, 2022 and may be renewed thereafter for up to five successive one year periods.
The Company also manufactures OTC drug and dietary supplement lozenges and other products from this facility for other third party
customers, in addition to performing operational tasks such as warehousing, customer order processing and shipping. The Company
is looking to expand its contract manufacturing operations through developing new products and creating new contract manufacturing
opportunities.

The
Company is also actively pursuing a series of new product development and pre-commercialization initiatives in the OTC dietary
supplement category, including its TK Supplements® product line, which comprises three men’s health products:
(i) Legendz XL®, (ii) Triple Edge XL®, and (iii) Super ProstaFlow PlusTM. In addition
to developing direct-to-consumer marketing strategies of Legendz XL®, the Company received initial product acceptance
for that product and has and shipped product to a national chain drug retailer during the second quarter of Fiscal 2017. The Company
has also received initial product acceptance from several regional retailers to begin shipments in the third and fourth quarters
of Fiscal 2017.

As
noted in its definitive proxy statement filed with the Commission on March 3, 2017, the Company’s pro forma revenues
from its retained business for the year ended December 31, 2016 (assuming the ColdEEZE® brand was sold as of January
1, 2016) were $8.4 million.

The
Company is actively exploring new product technologies, applications, product line extensions, new contract manufacturing applications
and other new product opportunities consistent with its brand image, and standard of proven consumer benefit and efficacy. The
Company is also exploring and evaluating new business opportunities, both by means of acquisition transactions as well as by developing
new businesses from the ground up.

As
noted in Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plan”),
which is incorporated by reference into Item 6 of the Schedule TO-I, the Company has no plans, proposals or negotiations underway
that relate to or would result in any extraordinary transaction of the kind listed in Item 1006(c)(1)-(9).

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0241.

    Sincerely,

    /s/
    Herbert F. Kozlov

    Herbert
    F. Kozlov

    Reed
    Smith LLP

    cc:
    Ted
    Karkus

    Chairman
    and CEO of ProPhase Labs, Inc.