SecProbe.io

Mail Stop 6010
  October 15, 2007

Gail S. Page
President and Chief Executive Officer Vermillion, Inc. 6611 Dumbarton Circle Fremont, California 94555
Re: Vermillion, Inc.  Registration Statement on Form S-1
Filed September 27, 2007
 File No. 333-146354
 Dear Ms. Page:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance t
he overall disclosure in your filing.  We  look forward to working with you in
these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  F eel free to call us at the te lephone numbers listed at the end
of this letter.  General

 1. Given the nature and size of the transac tions being registered, together with the
nature and size of the tran sactions registered in your registration statement on
Form S-3 (file no. 333-139416) involving an  identical selling stockholder, please
advise the staff of the company's basis fo r determining that the transactions are
appropriately characterized as transactions that are eligible to be made on a shelf
basis under Securities Act Rule 415(a)(1)(i).

Gail S. Page
Vermillion, Inc.
October 15, 2007 Page 2   2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling stockholders, any affiliates of the selling stockholders, or any person with whom any selling stockholder has a contractual relationship regarding the transaction (or a ny predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;
• the number of shares of the class of securities subject to the transaction
that were outstanding pr ior to the transaction;

• the number of shares of the class of securities subject to the transaction
that were outstanding prior to the transaction and held by persons other than the selling stockholders, affiliates of the company, or affiliates of the
selling stockholders;
• the number of shares of the class of securities subject to the transaction
that were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securities that were issued
or issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of sh ares issued and outstanding prior to
the applicable transaction and held by persons other than the selling
stockholders, affiliates of the company, or affiliates of the selling stockholders, and dividing that number into the number of shares issued or issuable in connection with the applicable transaction;
• the market price per share of the cl ass of securities subject to the
transaction immediately prior to th e transaction (sp lit adjusted, if
necessary); and
• the current market price per share of the class of securities subject to the transaction (split adjusted, if necessary).
 3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the issuance of the shares of common stock in the August 2007 tr ansaction that were held by
persons other than the selling stockh olders, affiliates of the company,
and affiliates of the selling stockholders;

Gail S. Page
Vermillion, Inc.
October 15, 2007 Page 3

• the number of shares registered for resale by the selling stockholders
or affiliates of the selling stockholde rs in prior registration statements;

• the number of shares registered for resale by the selling stockholders
or affiliates of the selling stockholders  that continue to be held by the
selling stockholders or affiliates of the selling stockholders;
• the number of shares that have b een sold in registered resale
transactions by the selling stockholde rs or affiliates of the selling
stockholders; and
• the number of shares registered fo r resale on behalf of the selling
stockholders or affiliates of the selling stockholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities,
options, or warrants.

4. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of  the relationships and arrangements
that have existed in the past three years or are to be performed in the
future between the issuer (or any of  its predecessors ) and the selling
stockholders, any affiliates of the selli ng stockholders, or any person with
whom any selling stockholder has a c ontractual relationship regarding the
transaction (or any predecesso rs of those persons); and

• copies of all agreements between th e issuer (or any of its predecessors)
and the selling stockholders, any affili ates of the selling stockholders, or
any person with whom any selli ng stockholder has a contractual
relationship regarding th e transaction (or any predecessors of those
persons) in connection with the sale  of the shares of common stock
registered for resale in the registratio n statement or overlying such shares
of common stock.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that
all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.

Gail S. Page
Vermillion, Inc.
October 15, 2007 Page 4   5. Please note that all outstanding comments,  including those in our comment letter
dated September 24, 2007, should be resolved  before you request acceleration of
the registration statement.
 Form 10-K for the Fiscal Year Ended December 31, 2006

 Consolidated Financial Statements, page 42

 Note 11.  Long-term Debt and Capital Leases, page 62

 6. Please refer to prior comment 2.  With re spect to the conversion feature, please
tell us and disclose the significant term s under which the conversion rate may be
adjusted, including the “make-whole” pr emium.”  Explain how the conversion
rate may be adjusted based upon the timing of the change in c ontrol and how it is
“determined by a formula that references  the Company’s share price over time.”
Describe how the feature contains an exp licit limit on the number of shares to be
delivered as noted in your response.
 7. Further, please disclose, similar to your  response the nature and accounting for the
compound embedded derivative for the guaranteed interest payment and the
written put option of the debt.  Include a discussion of the valuation of the
derivative at inception a nd as of December 31, 2006.

8. Also, please disclose the significant term s of and accounting for registration rights
as discussed in your response.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.

Gail S. Page
Vermillion, Inc. October 15, 2007 Page 5
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Tim Buchmiller at ( 202) 551-3635 or me at (202) 551-3444
with any other questions.   Sincerely,     Perry Hindin
 Special Counsel
 cc: Robert Claassen, Esq. (via fax)