SecProbe.io

December 19, 2014

Via E -mail
Ms. Anastasia Nyrkovskaya
Chief Financial Officer
Vringo , Inc.
780 3rd Avenue,  12th Floor
New York, NY   10017

Re: Vringo , Inc.
Form 10 -K for Fis cal Year  Ended December 31, 2013
Filed March 10, 2014
Form 10 -Q for Fiscal Quarter Ended  September 30 , 2014
Filed  November 4 , 2014
File No. 001 -34785

Dear Ms. Nyrkovskaya :

 We have reviewed your filing s and have the following comment .  Please provide us with
the requested  information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe ou r comment  applies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Form 10 -Q for the Period ended September 30, 2014

Note  3. Goodwill, page 10

1. Please explain in detail how you considered the “certain observable market data of
comparable companies” in determining your implied control premium.  In addition, tell
us how the control premium impacted the fair value of the report ing unit that exceeded its
carrying value by approximately 14%.  Further, explain in detail each of the other factors
you considered in determining the fair value of the reporting unit and reconcile it to the
total fair value of the reporting unit.

Ms. Anastasia Nyrkovskaya
Vringo , Inc.
December 19, 2014
Page 2

 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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments 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.

You may contact  Joseph Cascarano , Senior Staff Acco untant , at 202-551-3376  or Dean
Suehiro , Senior Staff Accountant , at 202-551-3384  if you have questions regarding comments on
the financial statements and related matters.  Please contact William Mastrianna , Attorney -
Advisor, at 202-551-3778  or me at  202-551-3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director