SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          A p r i l  9 ,  2 0 1 0   Jonathan Medved Chief Executive Officer Vringo, Inc. 18 East 16
th Street, 7th Floor
New York, NY 10003
 Re: Vringo, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
  Filed March 29, 2010
  File No. 333-164575
Dear Mr. Medved:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  General

1. We have reviewed the supplemental mark et data provided response to comment
six in our letter dated February 25, 2 010.  However, we are unable to locate
support for your statement on page 3 of th e prospectus that the mobile video
market will grow to $16 billion in U.S.  revenues by 2014.  Please provide us with
support for this information.

Prospectus Summary, page 1
 Our Business, page 1

 2. We note that you have added subscriber information for your service on page two
and elsewhere in the prospectus.  We also  note from your risk factor disclosure on
page 12 that some of your subscribers ar e receiving a free trial service.  Please

Jonathan Medved
Vringo, Inc.
April 9, 2010 Page 2

confirm through disclosure that these are paying subscribers, and not free trial
subscriptions.  If this is not the case, please provide disclosure highlighting the
difference.
 Risk Factors, page 11

 If we cannot satisfy, or continue to sa tisfy, the NASDAQ Capital Market’s listing
requirements . . ., page 19
 3. Please further revise the disclosure under this risk factor so that is relates
specifically to the most material risks in connection with this offering.  The
disclosure should highlight uncertainty with  your ability to satisfy any particular
listing standards that depend on the outcome of this offering.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
 Bridge Financing, page 39

 4. Please revise your disclosure to in clude discussion of 1,590,400 shares of
common stock issuable upon exercise of wa rrants issuable upon conversion of the
Bridge Notes.  These warrants should al so be included in your discussion of
Bridge Warrants on page 78.
 Business, page 43

 5. To the extent practicable, please discuss the size of the video ringtone market.
Although you disclose in various places that  your market is a subset of larger
mobile markets, more disclosure in  needed to give investors a better
understanding of the size of your specifi c market.  If there is no information
available with respect to the size of the vi deo ringtone market, please disclose this
fact.  In addition, disclose that video ringtones are a nascent market, as you do in your response to comment seven of our letter February 25, 2010.

Management, page 56

6. We note that you have no agreements with the Advisory Board members and they have no contractual or fiduciary obliga tions.  Please disclose why you expect
these people to provide advi sory services to you in the future.  In this regard,
disclose the extent to which the Advisory Board has provided services to you in the past.  Disclose what di rect or indirect compensati on they have received for
their services and will re ceive in the future.

Jonathan Medved
Vringo, Inc.
April 9, 2010 Page 3

Director Independence, page 61
 7. Disclose when you intend for a majority  of your board of directors to be
independent directors.

Executive Compensation, page 63

8. Please disclose in a footnote to the Su mmary Compensation Table and Director
Compensation Table all assumptions made in the valuation of equity awards by
reference to such disclosure elsewhere in the prospectus.  Refer to Instruction 1 to
Item 402(c)(2)(v) and (vi) of Regulation S-K.
 Andrew Perlman Employment Agreement, page 64

 9. Please clarify whether the 160,000 options to be issued to Andrew Perlman are to
be issued upon the consummation of the offering, and if so, whether they are
included in your disclosures relating to  the number of options that will be
outstanding upon the consummation of the offering.
 2006 Stock Option Plan, page 68

 10. In your disclosure on page ten you stat e that 1,843,469 options are issuable to
management in connection with this o ffering with an exercise price of $0.01,
however, you state here, and in your disc ussion of options outstanding on page
77, that 1,891,397 options are issuable to ma nagement with an exercise price of
$0.01.  Please revise your disclosure here, and throughout your filing, as
appropriate.  Also, please revise your calculation of the aggregate number of
options outstanding upon consummation of this offering throughout your filing, as
appropriate.
 Principal Stockholders, page 70

 11. In footnotes 5 to 14 to the ta ble, you disclose the number of shares included in the
table that are underlying opti ons and warrants that are not
 exercisable within 60
days.  This seems inconsistent with in troductory language to the table indicating
you have excluded such options and warra nts.  Please clarify.  In addition, it
seems that the number of shares underlying options and warrants for each holder would be different in the “Before the Offering” and “As Adjusted” columns.
However, the referenced footnotes app ear to apply to both columns.  Please
explain.
 Certain Relationships and Relate d Party Transactions, page 73

 12. Disclose that the Series A and Series B Convertible Preferred Stock will convert
into common shares at a ratio more favorable to the holders of those shares than

Jonathan Medved
Vringo, Inc.
April 9, 2010 Page 4

the one-for-one ratio disclosed elsewhere.  Also disclose whether more shares
may be issued to those holders if th e IPO price is lower than anticipated.
 Description of Our Securities, page 75

Options Outstanding, page 77

13. Disclose the vesting schedule for the 3.8 million options to be issued to
management in connection with the IPO.

Notes to the Consolidated Financial Statements

Note 2 – Significant Accounting a nd Reporting Policies, page F-8
  (j) Accounting for share-based compensation, page F-10

 14. It is unclear why the fair value of st ock options granted to consultants is
reevaluated at every reporti ng period.  Please revise your disclosure to clarify.
  (l) Net loss per share data, page F-12

 15. Refer to your table where you present the number of stock options to employees, directors and consultants under the Stock Option Plan outstanding as of December
31, 2009 as 2,670,809.  This number also appears in your disclosure on page F-21 in describing the number of shares of common stock reserved for issuance upon the exercise of options. We note, however , that in your disclosure on pages F-23
and II-3 you present the number of stoc k options outstanding as of December 31,
2009 as 1,697,561.  Please revise or advise us.
 Note 13 – Shareholder’s Equity, page F-21

 16. We note your response to comments 44 a nd 45 from our prior comment letter
dated February 25, 2010, and your additional disclosure on page 40 with regard to
your valuation of your common stock at December 31, 2009.  With a view
towards expanded disclosure, please tell  us how you valued your common stock
on June 25, 2009, the date you granted opti ons in 2009, whether the valuation was
contemporaneous or retrospective, and wh ether management received assistance
from an outside expert in preparing the valuation.

17. In the last sentence on page F-22 you stat e that there was no aggregate intrinsic
value of options granted during 2009 a nd 2008.  Please explain to us how you
determined that there was no intrinsic value of options granted during these
periods in light of your disclosure on pages F-22 and F-23 that you granted stock
options on June 25, 2009 with an exercise price of $0.25 while the fair value of your common stock was $0.35.

Jonathan Medved
Vringo, Inc.
April 9, 2010 Page 5

Note 18 – Subsequent Events, page F-30

18. Based on your disclosure, it appears that the options discussed were either granted on March 17, 2010 and/or are to be issued  upon the consummation of the offering.
In either case, these options do not appear to have been included within disclosures throughout your filing (i.e., pages 10, 75, 82) where you discuss the
number of options outstanding upon the consummation of the offering.  Please
revise or advise us.
 Alternate Pages for Selling Securityholder Prospectus, page SS-1

 Selling Securityholders, page SS-5

19. Please explain why the number of shares  beneficially owned by Seth Siegel,
165,459, in this table is not equal to the number of shares beneficially owned by
Seth Siegel as shown in th e Principal Stockholders tabl e on page 70, either before
the offering or as adjusted for the offering.

Part II.  Information Note Required in Prospectus

Item 15. Recent Sales of Unregistered Securities, page II-2
 20. We note your response to comment 26 from our prior comment letter dated February 25, 2010.  Please refer to your discussion of Issuances of Capital Stock and Warrants where you continue to desc ribe May 2006 private placement as an
issuance of 2,353,887 shares of Series A Preferred Stock for $2.35 million and
revise as appropriate.
 Exhibit Index

 21. Please revise the legality opinion filed as Exhibit 5.1 so that a ll securities being
registered are clearly co vered by the opinion.  For example, the defined term
“Unit” does not appear to include the Pu rchase Option Units.  In addition, the
defined terms “Common Stock”, “Warrant s” and “Warrant Shares” do not appear
to include securities issued as part of the Over-Allotment Units or the Purchase
Option Units.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

Jonathan Medved
Vringo, Inc.
April 9, 2010
Page 6

letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Kenya Gumb s, Staff Accountant, at (202) 551-3373, or Robert
Littlepage, Accountant Branch Chief, at ( 202) 551-3361, if you have questions regarding
comments on the financial statements a nd related matters.  Please contact John
Harrington, Attorney-Adviser, at (202) 551-3576 , Kathleen Krebs, Special Counsel, at
(202) 551-3350, or me at (202) 551 -3810 with any other questions.
        S i n c e r e l y ,           / s /  L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r   cc: Barry I. Grossman, Esq.  David Selengut, Esq.  Ellenoff Grossman & Schole LLP  Via facsimile:  (212) 370-7889