SecProbe.io

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

Mail Stop 0306

March 22, 2005

Via Facsimile and U.S. Mail

George V. Migausky
Vice President and Chief Financial Officer
BioVeris Corporation
16020 Industrial Drive
Gaithersburg, MD  20877

	Re:	BioVeris Corporation
		Form 10-K for the fiscal year ended March 31, 2004
			Filed August 16, 2004
		Form 10-Q for the fiscal quarter ended December 31, 2004
		File No. 0-50583

Dear Mr. Migausky:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  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 comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended March 31, 2004

Item 8 - Consolidated Financial Statements

Consolidated Balance Sheets - Page 60

1. We note that you recorded a loss in the second quarter of
fiscal
year 2005 as a result of your planned disposal of your interest in
MSD.  We also note that MSD has a history of operating losses and
has
required significant funding from you and your predecessor.  The
net
book value of the MSD assets as presented in your consolidated
financial statements as of March 31, 2004 is $46.5 million, of
which
$3.2 million is inventory and $7.3 million is property, plant and
equipment.  Supplementally tell us what consideration was given to
any possible impairment that may have existed with respect to the
MSD
assets.

Consolidated Statements of Cash Flows - Page 61

2. We see the line "Cash contributed by Parent, net."  Please
supplementally tell us why this amount is presented as net, and
also
what this amount is net of.  Please see paragraphs 11-13 of SFAS
95.
Revise future filings as appropriate as a result of our comment.

Consolidated Statements of Stockholders` Equity - Page 62

3. We see here where you present capital contributed by parent of
$164,664.  We also see on the statement of cash flows where net
cash
contributed by Parent was $247,626.  Supplementally tell us why
there
is such a large discrepancy between these amounts.

4. We note per your disclosures on Page 63 that you paid Roche $50
million for the license rights.  Further, you indicate you
recorded
an asset of $19.5 million at the merger date.  We note from your
response letters to SEC comments on your S-4 where it appears you
believed $50 million was the value of the licenses being acquired,
and that you would amortize that asset over its useful life.
Supplementally tell us what events occurred subsequent to the S-4
that caused you to believe there was impairment to this asset.
Further, it appears that you have accounted for the impairment of
this asset value through the capital accounts.  Supplementally
tell
us why you believe this is the appropriate accounting rather than
recording a charge through the income statement.

Note 1 - Organization and Summary of Significant Accounting
Policies
- Page 63

Consolidation Accounting

5. We note that the audited financial statements of MSD included
in
Exhibit 99.9 are as of and for the year ended December 31, 2003.
However, it appears from various footnotes that you are using
updated
balance sheet amounts as of March 31, 2004 for MSD.  Please
supplementally tell us whether the March 31, 2004 balance sheet
information is audited or unaudited information.

Note 5 - Income Taxes - Page 77

6. Please supplementally tell us what you mean by your reference
in
the first paragraph to "the pro-forma."  Please revise future
filings
as appropriate to clarify what pro forma information you are
referring to.

Note 7 - Related Parties - Page 78

7. We see on Pages 97 and 98 of this filing where you discuss
agreements reached between IGEN and Wellstat Therapeutics and
Proteinix, which are controlled by your CEO.  Supplementally tell
us
how you have accounted for such payments in your consolidated
financial statements for the year ended March 31, 2004.  Further,
we
do not see where these payments are included in your related party
footnote disclosures.  Tell us why you determined that these
payments
would not require disclosure within your related party footnote.
Please revise future filings as appropriate based on our comments.

Item 9A.  Controls and Procedures - Page 84

8. We note your statement that your chief executive officer and
your
chief financial officer "have concluded that [your] disclosure
controls and procedures are effective in timely making known to
them
material information relating to our company required to be
disclosed
in our reports filed or submitted under the Securities Exchange
Act
of 1934."  The language included after the word "effective" in
your
disclosure appears to be superfluous, since the meaning of
"disclosure controls and procedures" is established by Rule 13a-
15(e)
of the Exchange Act.  Please revise in future filings to limit
your
conclusion to state simply whether the disclosure controls and
procedures were effective.  However, if you elect to retain
qualifying language in your disclosure, revise so that the
language
is fully consistent with the definition of disclosure controls and
procedures contained in Rule 13a-15(e).  Please note this comment
also applies to your Form 10-Q as of June 30, 2004.

9. Under Item 308(c) of Regulation S-K, you are required to
disclose
any change in your internal control over financial reporting
identified in connection with the evaluation required by Rule 13a-
15
or 15d-15 that occurred during your last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting. Your current
disclosure only refers to disclosure controls and procedures. As
such, you should revise future filings to provide the required
disclosure under Item 308(c) of Regulation S-K.  Please note this
comment also applies to your Form 10-Q as of June 30, 2004.

Form 10-Q as of December 31, 2004

10. Supplementally and in future filings provide more details of
how
the loss on joint venture impairments reflected in the statements
of
operations on page 4 was determined. The footnotes should disclose
when the impairments were recorded and the specific circumstances
that resulted in the impairments. In addition, provide details of
how
the amount on page 5 "deconsolidation of joint venture" was
determined.

11. Supplementally and in future filings provide more details of
the
terms of the settlement agreement, including the payments that
were
made or are required to be made and the related accounting
treatment.
Clarify how you determined that you no longer met the conditions
of
FIN 46 and that reason that you deconsolidated the results of MSD
beginning August 12, 2004.

12. Provide supplemental details of the sale of all your interest
in
MSD on December 13, 2004, including the terms of the sale, the
gain
or loss recorded and any liabilities or contingencies that will be
retained. Clarify how the gain or loss was determined and how your
rental obligation discussed on page 22 was considered in this
amount.
In addition, provide details of how you determined the fair market
value of $9.9 million. Details should also be provided of the
accounting for the $2 million non-refundable prepayment. Please
clarify the discussion on page 21 that no further cash payments
will
be payable pursuant to the buyout until the prepayment credit is
no
longer deemed outstanding. We also reference the discussion on
page
21 that "in the event sufficient net sales or third party
financings
do not materialize, the Company will not receive any additional
payments from MSD or MST". Tell us how this will impact the amount
of
the purchase price that will be received, and the gain or loss or
note receivable recorded? Additional disclosure should also be
provided in future filings.

13. We note that you recorded a note receivable of $4.5 million
for
the net present value of future payments that you expect realize
from
the sale of your interests in MSD. Tell us the basis for recording
the $4.5 million note receivable and the significant assumptions
used
to estimate this amount, considering the uncertainties and
contingencies discussed above. Tell when this amount will be
collected.

14. We note that for the fiscal year ended March 31, 2004, you
present `merger related costs,` which includes a $33.7 million
charge
you recorded in 2004 to reduce the value of your investment in the
MSD joint venture.  You also present `cumulative effect of change
in
accounting principle` of ($33.7 million), which represents the
reversal of the original investment impairment charge as a result
of
your consolidation of MSD.  In the 10-Q as of December 31, 2004,
you
present a charge in fiscal year 2005 of $37.1 million relating to
the
impairment of your investment in MSD.  In future filings, revise
Management`s Discussion and Analysis to provide the reader with a
discussion that outlines how these charges impact the
comparability
of your financial statements between periods.

15. Supplemental to the above, we note that in fiscal year 2004,
you
recorded the initial charge of $33.7 million as an operating cost,
within the merger related costs.  However, in fiscal year 2005,
you
have recorded the impairment of $37.1 million as a non-operating
expense.  Supplementally tell us why these two similar charges
have
been recorded in different categories on the statement of
operations.
Please also revise future filings to discuss the impact of the
changed classification on the comparability of your financial
statements.

Item 4.  Controls and Procedures - Page 54

16. We note your statement that your chief executive officer and
your
chief financial officer "have concluded that [your] disclosure
controls and procedures provide reasonable assurance that
information
relating to [your] Company required to be disclosed in [your]
reports
filed or submitted under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods
specified in the relevant SEC rules and forms."  It does not
appear
that your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective.  Please revise
future filings to address your officers` conclusions regarding the
effectiveness of your disclosure controls and procedures.  Please
note this comment also applies to your Form 10-Q as of September
30,
2004.

17. In addition, the language that is currently included after the
phrase "reasonable assurance" in your disclosure appears to be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
Please revise future filings to limit your conclusion to state
simply
whether the disclosure controls and procedures were effective.
However, if you elect to retain qualifying language in your
disclosure, revise so that the language is fully consistent with
the
definition of disclosure controls and procedures contained in Rule
13a-15(e).  In this regard, please note that the term "reasonable
assurance" does not appear in the definition of disclosure
controls
and procedures as set forth in the rule.  Please note this comment
also applies to your Form 10-Q as of September 30, 2004.

18. We note your statement that "[your] management...does not
expect
that [your] disclosure controls or internal controls will prevent
all
errors or fraud.  A control system, no matter how well conceived
and
operated, can provide only reasonable, not absolute, assurance
that
the objectives of the control system are met.  Because of the
inherent limitations in all control systems, no evaluation of
control
can provide absolute assurance that all control issues and
instances
of fraud, if any, within the Company have been detected."  Please
revise future filings to state clearly, if true, that your
disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  Any such statement should be presented separate
from the conclusion regarding your disclosure controls and
procedures.  In the alternative, remove the reference to the level
of
assurance of your disclosure controls and procedures.  Please
refer
to Section II.F.4 of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at <http://www.sec.gov/rules/final/33-8238.htm>.  Please note this
comment also applies to your Form 10-Q as of September 30, 2004.

* * * * * * * *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response 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.

	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.
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 filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.
      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.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 824-1791 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.

					Sincerely,

					Brian Cascio
					Branch Chief

??

??

??

??

George V. Migausky
BioVeris Corporation
March 22, 2005
Page 1

</TEXT>
</DOCUMENT>