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SEC Response Letter

 1(650) 320-1800

 robertclaassen@paulhastings.com

January 25, 2013

76553.00017

 VIA EDGAR, UPS OVERNIGHT AND ELECTRONIC MAIL

 Ms. Peggy Kim

 Special Counsel

 Office of Mergers & Acquisitions

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549-3628

Re:
Vermillion, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on January 18, 2013

File No. 1-34810

 Dear
Ms. Kim:

 On behalf of Vermillion, Inc. (the “Company”), reference is hereby made to the letter (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 23, 2013, to the Company with respect to the Company’s Amendment No. 3 to
Preliminary Proxy Statement on Schedule 14A filed with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) on January 18, 2013 (“Amendment No. 3 to the Preliminary Proxy
Statement”). The Company hereby responds to the Comment Letter as set forth below. This response letter is being transmitted for filing with the Commission via EDGAR on the date hereof. The Company intends to include additional disclosures
as requested by the Staff in the Company’s definitive proxy statement (“Definitive Proxy Statement”) pursuant to the proposals set forth in this response letter.

 The numbering of the paragraphs below corresponds to the numbering in the Comment Letter. Text from the Comment Letter is incorporated herein for convenience in italics.

Schedule 14A

 General

1.
We note that you state that Mr. Goggin was found by the Delaware Chancery Court to have “illegally falsified documents” and “otherwise engaged in
litigation misconduct.” Please revise to avoid issuing statements in your soliciting materials that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation. Disclose the factual foundation for such assertions or delete the statements in future solicitations. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9.

 In response to the Staff’s comment, the Company proposes revising this language in the Definitive Proxy Statement, as set
forth in the pages attached hereto as Exhibit A.

 Paul Hastings LLP | 1117 S. California Avenue I Palo Alto, California
94304

 t: + 1.650.320.1800 | www.paulhastings.com

 Securities and Exchange Commission

 January 25, 2013

 Page 2

 Quorum Abstentions; Broker Non-Votes, page 2

2.
Please revise the last paragraph regarding broker non-votes since the proxy solicitation is contested and broker non-votes will not be counted for quorum
purposes.

 In response to the Staff’s comment, the Company proposes revising the last paragraph of the section titled
“Quorum; Abstentions; Broker Non-Votes” and the first paragraph under the section titled “Required Vote; Recommendation” under “PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS” in
the Definitive Proxy Statement, as set forth in the pages attached hereto as Exhibit B.

 Proposal Four: Approval of an
Amendment and Restatement…, page 40

3.
We note your response to comment four in our letter dated May 22, 2012. Please revise to include the tabular information required by Item 10(a)(2) of
Schedule 14A.

 In response to the Staff’s comment, the Company proposes including in its Definitive Proxy Statement
additional information as requested, under the section titled “New Plan Benefits” as set forth in the pages attached hereto as Exhibit C.

 *            *            *
   *

 The Company hereby acknowledges that:

•

 it is responsible 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 Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions, please do not hesitate to contact the undersigned at (650) 320-1800.

 Sincerely yours,

 /s/ Robert A.
Claassen

 Robert A. Claassen

 of
PAUL HASTINGS LLP

 Enclosure

cc:
Eric J. Schoen, Chief Accounting Officer, Vermillion, Inc.

 Exhibit A

Change Pages – General

 A-1

 ***CAUTION***

Please note that a group of three stockholders – György B. Bessenyei, Gregory V. Novak and Robert S. Goggin (collectively, the
“Group”), who beneficially own approximately 1.6% of the Company’s common stock in the aggregate – has filed preliminary proxy statements with the Securities and Exchange Commission on April 20, 2012 (with amendments thereto
filed on May 4, 2012, May 8, 2012, May 21, 2012, and May 23, 2012), and on December 12, 2012. You may receive proxy solicitation materials from or on behalf of the Group, including an opposition proxy statement and
proxy card. The Group’s potential nominee, Robert S. Goggin, is NOT endorsed by the Board. The potential nominee proposed by the Group is an attorney in private practice, with little or no experience in clinical diagnostics, and no apparent
public company board or management experience. In addition, the Group’s potential nominee was found by the Delaware Chancery Court to have illegally falsified documents byknowingly caused his assistant to improperly
notarizingnotarize court filings in connection with a proxy related dispute, in violation of the rules of the court and Pennsylvania law, and, moreover, that the conduct of Mr. Goggin appeared to be a violation of
the Pennsylvania rules of professional conduct applicable to Pennsylvania lawyers. The Board urges you to vote FOR our nominee for director on the attached BLUE proxy card. The Board also urges you NOT to sign or return any proxy card sent to you by
or on behalf of the Group.

 Even if you have previously signed a proxy card sent by or on behalf of the Group, you have
the right to change your vote. If you wish to change your vote, please sign, date and mail the attached BLUE proxy card in the enclosed pre-addressed postage-paid envelope. Only the latest-dated proxy card you submit will be counted.

By Order of the Board of Directors

Bruce A. Huebner

Interim Chief Executive Officer

 Austin, Texas

             ,January             , 2013

YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO SIGN AND DATE THE ATTACHED BLUE
PROXY CARD AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.

 Mr. Novak and Ms. Page exchanged e-mails following the March 27, 2012 meeting
to establish a time for a teleconference, which was set for May 1, 2012.

 On April 30, 2012, the Company received
supplemental materials from the Group, including a copy of the preliminary proxy statement filed by the Group with the SEC on April 20, 2012.

 On May 1, 2012, Mr. Novak and Ms. Page, with the authorization of and at the direction of the Board, participated in the above-mentioned teleconference. The teleconference was cordial, and
the Group’s potential nominees, certain strategic suggestions for the Company, and alternatives to a potential proxy contest were discussed, but the participants were again unable to resolve their differences. Ms. Page informed
Mr. Novak that the Board remains open to hearing the Group’s ideas to benefit the Company and all stockholders and to working constructively with the Group, but believes that the director nominees then proposed by the Board were the most
qualified candidates up for election at the Annual Meeting and that their appointment is in the best interest of the Company and all stockholders. In addition, in an effort to avoid a potential proxy contest and litigation, Ms. Page conveyed
the Board’s offer that the Board would nominate Mr. Novak to the open seat. To the Board’s surprise, the Group rejected Ms. Page’s offer. Mr. Novak appears to have subsequently been dropped from the Group.

On May 25, 2012, Mr. Bessenyei and Mr. Goggin filed a verified complaint in the Delaware Court of Chancery against the
Company, each current member of the company’s Board, and Gail S. Page. On June 1, 2012, the plaintiffs filed an amended verified complaint that contained the following causes of action: breach of fiduciary duty under two standards,
declaratory relief, preliminary injunctive relief, and permanent injunctive relief. The allegations in the amended verified complaint challenged the adoption by the Board of an amendment to our bylaws eliminating the board seat formerly held by
Ms. Page. As previously disclosed by the Company, on May 15, 2012, Ms. Page was terminated without cause as Vermillion’s President and CEO, and, upon her termination, Ms. Page resigned her seat on the Board. For a variety of
reasons, including an effort to streamline the Company’s organization and extend its cash runway, the Board amended Vermillion’s bylaws to eliminate the vacant board seat. Mr. Goggin and Mr. Bessenyei claimed that the
Board’s decision to eliminate the seat was a breach of its fiduciary duties, alleging that the Board’s actions were intended both to prevent the Plaintiffs’ potential nominees from being able to be elected to the Board, and to
entrench the Board’s current members. Among other things, they sought to have the court declare null and void the May 15, 2012 amendment to the bylaws, and award to the plaintiffs the costs and fees incurred by them in the action. The
active case prevented the Company from holding its 2012 annual meeting while the case was pending.

 On July 26, 2012,
after the parties had engaged in discovery, Vermillion and the other defendants filed a motion to dismiss the case arguing that the plaintiffs and their counsel provided false notarizations verifying the complaint, amended complaint and discovery
responses, and that the plaintiffs and their counsel otherwise engaged in litigation misconduct.

 On
November 16, 2012, the Delaware Court of Chancery dismissed the case with prejudice. The court found that Mr. Goggin and Mr. Bessenyei had illegally falsified documents by improperly notarizingparticipated in the
improper notarization of court filings and, moreover, that the conduct of Mr. Goggin appeared to be a violation of the Pennsylvania rules of professional conduct applicable to Pennsylvania lawyers.

On November 28, 2012, Bruce Huebner together with Vermillion’s investor relations representative reached out to
Mr. Bessenyei and Mr. Goggin through a courtesy call to introduce Mr. Huebner as Vermillion’s Interim Chief Executive Officer. Mr. Goggin immediately asked about settlement terms regarding the Group’s potential proxy
contest, to which Mr. Huebner commented that the purpose of this call was an introduction and business discussion, and that any settlement talks would have to happen during another call with attorneys present. A cordial discussion about the
business ensued. Mr. Huebner agreed to follow up with a regional business broker referred by Mr. Bessenyei. This broker had a potential business opportunity that management concluded was not synergistic with Vermillion’s business.

 6

 PROPOSAL ONE: ELECTION OF DIRECTOR

Our Board of Directors currently consists of six directors, following the reduction in size authorized by the Board of Directors to
eliminate the vacancy existing due to the resignation of Ms. Page. The directors are divided into three classes having staggered three-year terms, so that the term of one class expires at each annual meeting of stockholders. The term of the
incumbent Class III director, John F. Hamilton, will expire at this Annual Meeting. John F. Hamilton is not nominated for re-election at this Annual Meeting. One nominee, Roberta L. Della Vedova, is proposed by our Board of Directors for election as
a Class III director at this Annual Meeting, to hold office until the 2015 annual meeting and until her successor is duly elected and qualified. If the Board’s nominee is unable or declines to serve as director, the proxies will be voted for
any substitute nominee who shall be designated by the Board. It is not expected that the Board’s nominee will be unable to or will decline to serve as director.

 Class III Director Nominee to the Board:

 Name

Age

Position with Vermillion

 Roberta L. Della Vedova

59

None

 Required Vote; Recommendation

 The nominee receiving the highest number of affirmative votes of the outstanding shares of common stock, present or by proxy, will be elected as director so long as a quorum is present. Votes withheld
from a particular nominee and broker non-votes will be counted for purposes of determining whether a quorum exists but, because directors are elected by a plurality vote, will have no impact on the vote with respect to that nominee.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEE NAMED ABOVE. IF YOU SIGN AND
RETURN THE ENCLOSED BLUE PROXY CARD, UNLESS YOU DIRECT TO THE CONTRARY ON THAT CARD, THE SHARES REPRESENTED BY THAT BLUE PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEE LISTED ABOVE.

We believe that the director nominee proposed by the Board, Roberta L. Della Vedova, is the most qualified candidate up for election
at the Annual Meeting as she has the requisite management experience in clinical diagnostics. Ms. Vedova was approved by the Nominating and Governance Committee and the independent members of the Board. Ms. Vedova brings a broad range of
relevant industry experience to the Board, having previously provided direction and oversight to companies engaged in the development, manufacture, and marketing of bioreagents and instruments, as well as in the delivery of laboratory services.

 Please note that the Group – who beneficially own approximately 1.6% of the Company’s common stock in
the aggregate –has filed preliminary proxy statements with the SEC on April 20, 2012 (with amendments thereto filed on May 4, 2012, May 8, 2012, May 21, 2012, and May 23, 2012), and December 12, 2012. You
may receive proxy solicitation materials from or on behalf of the Group, including an opposition proxy statement and proxy card. The Group’s potential nominee, Robert S. Goggin, is NOT endorsed by the Board. The potential nominee proposed by
the Group is an attorney in private practice, with little or no applicable experience in clinical diagnostics, and no apparent public company board or management experience. In addition, the Group’s potential nominee was found by the Delaware
Chancery Court to have illegally falsified documents byknowingly caused his assistant to improperly notarizingnotarize court filings in connection with a proxy related dispute, in violation of the
rules of the court and Pennsylvania law, and, moreover, that the conduct of Mr. Goggin appeared to be a violation of the Pennsylvania rules of professional conduct applicable to Pennsylvania lawyers. The Board urges you to vote FOR our
nominee for director on the attached BLUE proxy card. The Board also urges you NOT to sign or return any proxy card sent to you by or on behalf of the Group.

 8

 Exhibit B

Change Pages – Quorum; Abstentions; Broker Non-Votes

 B-1

 non-votes”). If no potential proxy contest had been initiated, the proposal to ratify the appointment
of independent registered public accounting firm would have been considered a routine matter and the broker, bank or nominee would have been allowed to vote the shares in street name, without receiving specific instructions from shareholders on how
to vote the shares on that proposal. As a result of the potential proxy contest initiated by the Group, there will be no routine matters and therefore for votes of stockholders holding shares in street names to be counted, the stockholders will nee