SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720           May 26, 2010   Jonathan Medved Chief Executive Officer Vringo, Inc. 18 East 16
th Street, 7th Floor
New York, NY 10003
 Re: Vringo, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
  Filed May 18, 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.
Prospectus Cover Pages for the Public Offe ring Prospectus and the Selling Shareholder
Prospectus
 1. Please disclose the maximum number of securities offered by the company as
required by Instruction 1 to Item 501(b )(3) of Regulation S-K.  Throughout the
prospectuses, when disclosing the dollar am ount of securities being offered by the
company, also disclose the amount of s ecurities the dollar amount represents.

Jonathan Medved
Vringo, Inc.
May 26, 2010
Page 2

Risk Factors, page 11
 If we cannot satisfy, or con tinue to satisfy, the NYSE Amex’s listing requirements…,
page 19

2. Please clarify why “investors will be requi red to commit their investment funds
prior to the approval or disapproval of  our listing application by the NYSE
Amex.”
 3. In light of the risks that you may not  obtain or continue the listing of your
securities on the NYSE Ame x, please highlight this risk on the prospectus cover
page.
Use of Proceeds, page 25

 4. You state in footnote 3 of your table that the effec tive interest rate on the
SVB/Gold Hill loan is 18%, however you stat e on page F-39 that the venture loan
has an effective rate of 20%.  Please revise or advise us.

Dilution, page 27

5. Clarify in the first paragraph that the Company has a pro forma deficit as of
March 31, 2010, not pro forma net tangible book value.  Also please disclose how
you have calculated the amount of the pro forma deficit.
Non-operating Expense (Income), Net, page 39

6. Please update your reference to $1.1 of non-operating expense (income) during
the period ended December 31, 2009.
7. Further, we note that you discuss the increase in non-operating income in 2007, a
period which is not presented, being partly offset by a $141,000 loss on extinguishment of debt, but you do not mention the $180,000 loss on debt
extinguishment recognized during 2009.  Pleas e revise to provide a more balanced
presentation of relevant  periods or advise us.

Members of the Advisory Board, page 62

 8. Please update your disclosure on page 63 where you state that 3,686,938 shares of
common stock are issuable to management in connection with the filing, or advise us. Based on disclosures elsewhere in your  filing, this number appears to have
been revised to 3,588,054.

Jonathan Medved
Vringo, Inc.
May 26, 2010
Page 3

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

9. In Amendent No. 2 (page F-11) you revi sed your disclosure in response to
comment 14 from our prior comment letter  dated April 9, 2010.  You appear to
have removed the revised disclosure in your most recent Amendment, No. 3 (page F-11).  Please revise or advise us.
(n) Restatement, page F-13

 10. Please tell us, and expand your  footnote disclosure to e xplain, the nature of the
error in more detail.  Include discussi on of how the error occurred and how the
error affected your restated line items.
 Note 10 – Bridge Financing Agreement – C onvertible Promissory Notes, page F-16

 11. Refer to your discussion of Special Br idge Warrants and Underwriter Bridge
Warrants on pages F-17 and F-18.  We  note that you have revised your
assumptions used in calculating the fair value of these warrants.  Further, based
on your discussion of Accounting for St ock-based Compensation on page 43, it
appears that the same assumptions may ha ve been used to value stock options
issued on June 25, 2009.  Please explain to  us, and expand your disclosure to
explain, why the assumptions for each of th ese calculations were revised.  Also
explain why these assumptions did not change between June 25, 2009 and
December 29, 2009, the date on which the Br idge Warrants were issued, as well
as why the difference in expected life of the warrants versus the options did not
affect the assumptions used.  Finally, pl ease include discussion of these revisions
in your footnote discussing your restatement on page F-13.
Note 13 – Shareholder’s Equity, page F-21

 (d) Stock option activity, page F-22

 12. You state that there was no aggregate in trinsic value of options granted during
2009 and 2008.  In Amendment No. 2 (page F-22) you revised your disclosure in
response to comment 17 from our prior co mment letter dated April 9, 2010.  You
appear to have removed the revised disc losure in your most recent Amendment,
No. 3 (page F-23).  Please revise or advise us.

Jonathan Medved
Vringo, Inc.
May 26, 2010
Page 4

Note 7 – Shareholders’ Deficit, page F-40
 13. With respect to each issuance of options  in 2010, summarize in a table the number
of options granted, the exercise price, the fair value of your common stock, and
the fair value of the stock opti ons issued on a per share basis.

14. In light of the price range of your initial public offering, it is unclear to us how the
value assigned to the 1,392,000 options with an exercise price of $0.01 is
reasonable.  Please explain to readers th e significant factors, assumptions, and
methodologies used in determining fair value of each option issuance in 2010 and
advise us.  Also, provide a comprehens ive discussion in MD&A including an
explanation of each significan t factor contributing to the difference between the
fair value as of the date of grant and the IPO price.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith 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
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