SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 May 22, 2012

By E-Mail
 Eric Simonson, Esq. Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208
Re:   Vermillion, Inc.
 Amended Preliminary Proxy Statemen t filed by György B. Bessenyei,
Gregory V. Novak, and Robert S. Goggin Filed May 22, 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.
 Preliminary Proxy Statement

Background of this Solicitation, page 1

1. Please revise to briefly describe why the par ticipants believe that eliminating the board
seat is unlawful under Delaware law.  Pleas e also disclose, here and on the proxy card,
that the validity of the reduction in the number of board seats would ultimately be determined by a court of competent jurisdiction.

Eric Simonson, Esq.
Blank Rome LLP May 22, 2012 Page 2
 Form of Proxy

2. We note the disclosure that “[t]he Group intends to use this proxy to vote “FOR” Mr.
Goggin and Mr. Novak if the Amendment is reversed (the “Group Nominees”).  Please revise to clarify that the Group intends to use the proxy to vote “FOR” Mr. Goggin, and,
if the Amendment is reversed, “FOR” Mr. Goggin and Mr. Novak.
3. We note the disclosure that “[ y]ou may also withhold authority to vote for one or more
additional Company nominees by writing the name of the nominee(s) below.”  Please remove this language since it does not appear to be applicable to your proxy solicitation.
Furthermore, Rule 14a-4(a)(3) requires that the form of proxy impartially identify each matter to be acted upon.

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