SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 March 8, 2012

By E-Mail
 Robert Claassen, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304
Re:   Vermillion, Inc.
 Soliciting Material filed under Rule 14a-12
Filed March 7, 2012 File No. 1-34810

Dear Mr. Claassen:
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

1. We note that the issuer’s experience with Mr. Goggin is limited to his participation in an
unsuccessful legal action against the Comp any and its board relating to corporate
governance matters.  Please revise to include a general description of the nature of the
claim, the relief requested, the court involved, and the disposition.
2. We note you indicate that a description of direct  and indirect interests will be contained in
disclosure documents to be filed later.  Pleas e note that although pa rticipants relying upon
Rule 14a-12 may refer to participant informa tion provided in another filed document, the
information must be available, current, and on file for review by s ecurity holders at the
time the Rule 14a-12 materials are made publicly available.  Participants may not refer to
participant information to be provided at some  future time such as the proxy statement.
Refer to Rule 14a-12(a)(1)(i) and Excha nge Act Release No. 42055, October 22, 1999, at

Robert Claassen, Esq.
Paul Hastings LLP March 8, 2012 Page 2
 Section II.C.1.b.  In future filings, please revise to  describe any direct or indirect interests.

 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l 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