SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 March 2, 2012

By E-Mail
 Eric Simonson, Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208
Re:   Vermillion, Inc.
 Soliciting Material filed under Ru le 14a-12 by György B. Bessenyei,
Gregory V. Novak, and Robert S. Goggin Filed February 29, 2012 File No. 1-34810

Dear Mr. Simonson:
We have reviewed your filing and have th e following comments.  In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response.  If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the inform ation you provide in response
to these comments, we may have additional comments.
 Soliciting Material filed under Rule 14a-12

Exhibit 2: Press Release
1. We note the following statements about the co mpany’s financial or operating performance:
 “As we have all painfully witnessed, th e company is on a downward spiral to
certain self-destruction in front of our eyes, plagued by gross mismanagement.”
 “Page and Hamilton have alternatively sa t idle or actively caused monumental
damage to stockholder value; Vermillion’s stock price has declined over 90% over
the past two years.”

Eric Simonson, Esq.
Blank Rome LLP March 2, 2012 Page 2
  The board’s “self-serving po licies and tactics that have eroded stockholder value.”
Please further describe your view of the i ssuer’s financial and operating performance.
Please provide supplementally to us, and revi se future filings to  disclose, your support
for any statements relating to the company’ s financial and market performance.  In
addition, to facilitate our re view, where the bases are other documents, such as prior
proxy statements, Forms 10-K  and 10-Q, annual reports, analysts’ reports and
newspaper articles, provide either complete copies of the documents  or sufficient pages
of information so that we can assess th e context of the information upon which you
rely.  Mark the supporting documents provi ded to identify the specific information
relied upon.
2. We note the following statements about  potential future market values:

 “The 15,000 tests sold in 2011 with a $650 list price have the poten tial of generating
$10 million in revenue, once the reimburse ment issues are ironed out.  Even a
conservative valuation based on existing le vels of sales of OVA1 should place its
value in the range of $50 million (or $3.35/shar e).  Any future growth will simply
provide upside  to that.”
 “Vermillion’s other product…addresses a mi nimum $1 billion market opportunity….
Any other company, having such a blockbus ter test in an ad vanced stage of
development, would be valued north of $100 million (or $6.71/share), but the market
is unwilling to put its trust in  current management given thei r historic performance.”
Under note (a) to Rule 14a-9, predictions as to specific future market values are an
example of statements that may be false and misleading.  Please explain how these
statements comply with Rule 14a-9, or in th e alternative, please make a revised filing to
reflect the deletion of the ci ted statements.  Please provide us supplementally with any
support for these statements and also conf irm that any future implied or express
valuations will be accompanied by disclosu re which facilitates security holders’
understanding of the basis for and limitations on the projected realizable values.  See

Exchange Act Release No. 16833 (May 23, 1980).
3. Please further describe how the nominees will “press for the necessary changes,” “unlock
the potential of Vermillion’s assets,” “start renegotiating agreements, streamline operations to eliminate bloat, and accelerate the F DA approval process for PAD.”  Please also
describe any specific plans to sell the company or  its assets.  Please revise to clarify that the
nominees’ plans may change subject to their fi duciary duty to stockhol ders if elected.
4. We note that the participants have “started preliminary di scussions with potential CEO
candidates.”  Please revise to describe any sp ecific plans to change  management.  If the
participants plan to ch ange management, please also descri be the financial consequences to
Vermillion.

Eric Simonson, Esq.
Blank Rome LLP March 2, 2012 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings 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 relati ng to the disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
 In responding to our comments, please provide  a written statement from each participant
and filing person acknowledging that:
 the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the participant or filing person may not asse rt staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.                                   Sincerely,           /s/ Peggy Kim                                    Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions