SecProbe.io

Mail Stop 4720
October 15, 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
Preliminary Proxy Statement on Form PRE14A
  Filed October 9, 2009   File No. 000-26422

Dear Mr. Lopez:
This is to advise you that we have limited our review of the above proxy
statement to the issue identified below.  Where indicated, we think you should revise your documents in response to our comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David L. Lopez, C.P.A., Esq.
Discovery Laboratories, Inc. October 15, 2009 Page 2
Preliminary Proxy Statement

Proposal 3: Proposal to Amend the Restated Ce rtificate of Incorporation, as amended, to
Increase the Number of Authorized Shares to 380 Million Shares, page 12

1. Please revise your disclosure to describe any plans, arrangements or
understandings relating to the issuance of any of the authorized but unissued shares that would be available as a result of your proposed increase in authorized shares of common stock from 180 million shares to 380 million shares.  If you have no such plans, arrangements or understandings, please revise your disclosure to state so.

* * *

As appropriate, please amend your filing in response to this comment.  Please
furnish a cover letter with your amendment that keys your responses to our comment and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and responses to our comment.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company 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.

David L. Lopez, C.P.A., Esq.
Discovery Laboratories, Inc. October 15, 2009 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 Please contact Bryan Pitko at (202) 551-3203 with any questions.  In this regard
please also feel free to contact me at (202) 551-3715.

     S i n c e r e l y ,                                                                 Jeffrey Riedler
                                                                                                 Assistant Director