SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 May 3, 2012

Via E-Mail
 Peiyi Zhao, Esq. Paul Hastings LLP 1117 S. California Avenue Palo Alto, CA 94304
Re: Vermillion, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed on April 25, 2012
  File No. 1-34810

Dear Ms. Zhao:

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.

Schedule 14A

General

1. Please revise to include a bac kground discussion of the contac ts between the participants
and the issuer during the time leading up to the current proxy solic itation.  Please also
describe how the Board or management res ponded to contacts made by the participants
and the material details of any discussions or correspondence.

Peiyi Zhao, Esq.
Paul Hastings LLP May 3, 2012 Page 2
 Solicitation of Proxies, page 1

2. We note that proxies may be solicited pers onally or by electronic or regular mail, by
telephone, by facsimile, or press releases.  Pl ease be advised that all written soliciting
materials, including any scripts to be used in soliciting pr oxies over the telephone or any
e-mail correspondence and any information poste d on the Internet must be filed under the
cover of Schedule 14A.  Refer to Rule 14a-6(b) and (c).  In this re gard, we note that the
Vermillion press release on April 27, 2012 regarding the nomination of Mr. Sohmer was not filed on EDGAR and did not  contain the required lege nd.  Refer to Rule 14a-
12(a)(1)(ii) and (b).  Please  file all written soliciti ng materials and confirm your
understanding in your response letter.
Proposal One—Election of  Directors, page 5

3. We note that you reserve the right to vote for unidentified substitute nominees.  Please
confirm for us that should you identify or  nominate substitute nominees before the
meeting, you will file an amended proxy stat ement that (1) identifies the substitute
nominees, (2) discloses whether such nomin ees have consented to being named in the
revised proxy statement and to serve if elected  and (3) includes the disclosure required by
Items 5(b) and 7 of Schedule 14A w ith respect to such nominees.

4. We note that Vermillion believes that Mr. Sohmer is an “independent investor
representative.”  Pleas e disclose whether Mr. Sohmer is  independent as defined under the
Nasdaq listing rules.
Compensation Discussion and Analysis, page 16

5. Please revise to include the disclosure require d by Item 402(t) of Regulation S-K.  Refer
to Item 5(b)(3) of Schedule 14A.

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