SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

June 30, 2005

Steven A. Seidman, Esq
Laura L. Delanoy, Esq.
Willkie, Farr and Gallagher, LLP
787 Seventh Avenue
New York, NY 10019-6099

	Re: 	Eon Labs, Inc.
		Schedule 14D-9, Amendment No. 1
		Filed on June 22, 2005
		SEC File No. 5-80561

Ladies and Gentlemen:

	We have reviewed the above-captioned amendment to your
schedule,
and have the following comments.

   Past Contracts, Transaction, Negotiations, and Agreements, page
2

1. In the following amendment to the section "The Santo Agreement"
you stated that, "certain representations and warranties were made
as
of a specified date, may be subject to a contractual standard of
materiality different from those generally applicable to
shareholders..." Advise us how the contractual standard of
materiality differs from the standard of materiality generally
applicable to security holders.

   The Special Committee, page 2

2. We have read the amended text provided in response to prior
comment 4, and do not agree that Eon Labs has either complied with
the comment or Item 1012 (b) of Regulation M-A.  For example,
under
the heading "Financial and Business Prospects of the Company" on
page
3, the disclosure only generically indicates current and
anticipated
developments in the general economy are supportive of the
recommendation.  The disclosure otherwise does not state why the
developments are supportive or indicate the reasons that prompted
the
Board to make its recommendation.  Please revise to expressly
identify the reasons the Board decided to recommend to security
holders that they accept the Novartis offer.

   Cash Tender Offer, page 3

3. In this section you state that the Santo purchase will close at
the same time as the cash tender offer. In Amendment 4 to the
Schedule TO/A which was filed on June 15, 2005 the following
sentence
was added at the end of the second paragraph on page 1, "The Santo
purchase will be consummated immediately following the expiration
of
the offer." Please revise your schedule to reflect this change.

   The Merger Agreement; General Economic Climate, page 6

4. In our prior comment 5, we noted that each person making a
recommendation must discuss in reasonable detail the reasons upon
which their position is based. Conclusory statements or the
listing
of generalized areas of consideration are not considered
sufficient
disclosure. See Item 1012 (b) of Regulation M-A.  Simply stating
that
certain additional factors were considered, such as the other
provisions of the Merger Agreement as well as the economic climate
and its potential impact on the Offer and Merger, remains
insufficient.  As previously stated, Eon must, at a minimum, amend
their unqualified identification of the information considered to
describe the import or the utility of the statements made.
Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Company is in possession of all
facts relating to its disclosure, it is responsible for the
accuracy
and adequacy of the disclosures it has made.

 	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please amend your document in response to these comments.
You
may wish to provide us with marked copies of the amendment, if
required, to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

      Please direct any questions to me at 202.551.3266.  You may
also contact me via facsimile at 202.772.9203.  Please send all
correspondence to the following ZIP code:  20549-0303.
							Sincerely,

							Nicholas P. Panos
Special Counsel,
Office of Mergers and Acquisitions

??

??

??

??

</TEXT>
</DOCUMENT>