SecProbe.io

April 24, 2013

Via E -mail
Ms. Mary Templeton
Senior Vice President, General Counsel and Corporate Secretary
Discovery Laboratories, Inc.
2600 Kelly Road, Suite 100
Warrington, Pennsylvania 18976 -3622

Re: Discovery Laboratories, Inc.
  Registration Statement on Form S-3
Filed  April 15, 2013
  File No.  333-187934

Dear Ms. Templeton :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -3

General

1. We note that you filed a request for confidential treatment on March 18, 2013.  Please
note that we will not be in a position to accelerate the effectiveness of your registration
statement until we have resolved all outstanding issues on your confidential treatment
request.

Information Incorporated by Reference, page 19

2. We note that your registration statement incorporates by reference your annual report on
Form 10 -K for the year en ded December 31, 2012.   This filing does not contain the Part
III information that is required by Form 10 -K.  Please amend your Form S -3 filing,
amend your Form 10 -K filing, or file your proxy statement to include the required Part III

Mary Templeton
Discovery Laboratories, Inc.
April 24, 2013
Page 2

 information.   Your f iling must be complete before we take final action on the registration
statement.

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 the information the Securities A ct of 193 3 and
all applicable Securities  Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve 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 the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786  or me at (202) 551 -3715  with any other
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

Mary Templeton
Discovery Laboratories, Inc.
April 24, 2013
Page 3

cc:  Ira L. Kotel
       Dentons US LLP
       1221 Avenue of the Americas
      New York, New York 10020