SecProbe.io

Mail Stop 6010                                                                                                   January 9, 2009

David L. Lopez, C.P.A., Esq.
Executive Vice President, General Counsel Discovery Laboratories, Inc. 2600 Kelly Road, Suite 100 Warrington, Pennsylvania 18976
Re: Discovery Laboratories, Inc
  Registration Statement on Form S-3    Filed December 17, 2008   File No. 333-156237

Dear Mr. Lopez:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revi sion is unnecessary.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing this information, we may raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to ca ll us at the telephone
numbers listed at the end of this letter.  Form S-3

 General

 1. Please disclose the percentage of your outstandi ng securities that the sh ares being registered
for resale represent in the forepart  of your registration statement.

2. Please revise your registration st atement to disclose that Kingsbridge’s obligations under
the common stock purchase agreement are no t transferable and that the registration
statement does not cover sales by transferees of Kingsbridge.

David L. Lopez, C.P.A., Esq.
Discovery Laboratories, Inc. January 9, 2009
3. Please expand your disclosure in the prosp ectus to discuss the likelihood that you will
receive, or will ever need, based on your di sclosed business plans, the full amount of
proceeds available under the agreement. If you are not likely to receive the full amount,
please explain why you and Kingsbridge chos e the $25,000,000 amount of the equity line.

4. Please fully discuss any securities or cash paid to Kingsbridge in order to enter into the
common stock purchase agreement and any addi tional fees or commissions payable at the
time the shares are put to Kingsbridge.  Speci fically, please disclose whether the warrants
issued to Kingsbridge were provided as consid eration for their entry into the common stock
purchase agreement.

5. Please enhance the description of your past tran sactions with Kingsbri dge.  In particular,
please describe the impact that these transa ctions have had on the market price of the
company’s stock.
 Risk Factors, page 5

6. Please expand your risk factors to discuss th e likelihood that you will have access to the full
amount under the equity line.

*    *    *    *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expe dite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed  letters greatly facilitate our re view.  Please understand that we
may have additional comments after reviewing your amendment and responses to our comments.      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing include s all information required under the Securities
Exchange Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disc losure, they are responsible for th e accuracy and adequacy of the
disclosures they have made.
 Notwithstanding our comments, in the ev ent the company reque sts acceleration of
the effective date of the pending re gistration statement, it should furnish a letter, at the time of such
request, acknowledging that:     should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

David L. Lopez, C.P.A., Esq.
Discovery Laboratories, Inc. January 9, 2009    the action of the Commission or the staff, acti ng pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and th e declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.
  In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in  connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securiti es Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.
 Please contact Bryan Pitko at  (202) 551-3203 or Suzanne Haye s at (202) 551-3675 with any
questions.   In this regard , please also feel free to c ontact me at (202) 551-3715.

Sincerely,

Jeffrey Riedler  Assistant Director
  cc:  Ira L. Kotel, Esq.
Dickstein Shapiro LLP 1177 Avenue of the Americas, 47th Floor New York, New York 10036-2714