SecProbe.io

CORRESP
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 XWELL, Inc.

 254 West 31st Street, 11th Floor

 New York, New York 10001

 June 27, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Attention: Ms. Cara Wirth and Ms. Mara Ransom

 Re:

 XWELL, Inc.
 Registration Statement on Form S-3
 Originally filed on February 7, 2025, as amended on April 29, 2025,
 June 3, 2025, and June 20, 2025
 File No. 333-284768 (as amended, the " Registration Statement ")
 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under the
Securities Act of 1933, as amended, XWELL, Inc. (the " Company "), hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on June 30, 2025,
or as soon thereafter as practicable.

 Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993.

 Very truly yours,

 XWELL, Inc.

 By:
 /s/ Ezra T. Ernst

 Ezra T. Ernst

 President and Chief Executive Officer

 cc:
 Alla Digilova, Esq., Haynes and Boone, LLP

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 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention:
 Cara Wirth

 Mara Ransom

 Re:
 Amendment No. 2 to Registration Statement on Form S-3

 Filed June 3, 2025
 File No. 333-284768

 Ladies and Gentlemen:

 XWELL, Inc. (the " Company "
or " we ") hereby transmits the Company's response to the letter, dated June 13, 2025 (the " Comment Letter "),
received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "),
regarding Amendment No. 2 to the Registration Statement on Form S-3 (" Amendment No. 2 " and the registration statement
on Form S-3, as amended, the " Registration Statement ") submitted by the Company with the Commission on June 3, 2025.
Concurrently with this response letter, the Company is submitting with the Commission Amendment No. 3 to the Registration Statement (the
 " Amendment No. 3 "), which has been revised to reflect the Company's responses to the Staff's comments set
forth in the Comment Letter as well as address additional updates due to the passage of time since the filing of Amendment No. 2.

 For ease of review,
we have set forth below each of the numbered comments in the Comment Letter in italics, followed by the Company's responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3.

 Amendment No. 2 to Registration Statement on
Form S-3 filed June 3, 2025

 Cover Page

 1.
 Please revise your prospectus cover page to further explain how you calculated the 32,703,889 shares of common stock that you are registering here. Your revisions should explain the calculations for each of the Preferred Shares, Warrants, and Dividend Shares. With respect to Preferred Shares, please also revise to include the floor price of $0.167 and acknowledge that the first issuance of such shares could occur as soon as July 1, 2025.

 The Company respectfully
acknowledges the Staff's comment and advises the Staff it has revised the cover page to reflect (i) the calculations for each of
the Preferred Shares, Warrants and Dividend Shares, including the Floor Price of $0.167 with respect to the Preferred Shares and (ii)
that the first issuance of the Dividend Shares could occur as soon as July 1, 2025.

 Risk Factors

 Substantial future sales or other
issuances of our Common Stock could depress the market...,

 page 13

 2.
 Please revise this risk factor to acknowledge that the issuance and sale of common stock in this offering is likely to further depress your stock price, which would make it more difficult to regain compliance with Nasdaq's Minimum Bid Price Rule and may also increase the likelihood that you implement a reverse stock split to remain listed on Nasdaq.

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that it has revised the risk factor on page 13 to acknowledge that the issuance and sale
of Common Stock in the offering is likely to further depress the Company's stock price, which would make it more difficult to regain
compliance with Nasdaq's Minimum Bid Price Rule and that this may also increase the likelihood that the Company may implement a
reverse stock split to remain listed on Nasdaq.

 Should the Staff have any
questions concerning the enclosed matters, please contact the undersigned at 212- 750-9595.

 Very truly yours,

 /s/ Ezra T. Ernst

 Ezra T. Ernst President and Chief Executive Officer

 cc:
 Alla Digilova, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Ezra T. Ernst
President and Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, NY 10001

 Re: XWELL, Inc.
 Amendment No. 2 to Registration Statement on Form S-3
 Filed June 3, 2025
 File No. 333-284768
Dear Ezra T. Ernst:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-3 filed June 3, 2025
Cover Page

1. Please revise your prospectus cover page to further explain how you
calculated the
 32,703,889 shares of common stock that you are registering here. Your
revisions
 should explain the calculations for each of the Preferred Shares,
Warrants, and
 Dividend Shares. With respect to Preferred Shares, please also revise to
include the
 floor price of $0.167 and acknowledge that the first issuance of such
shares could
 occur as soon as July 1, 2025.
 June 13, 2025
Page 2
Risk Factors
Substantial future sales or other issuances of our Common Stock could depress
the market...,
page 13

2. Please revise this risk factor to acknowledge that the issuance and sale
of common
 stock in this offering is likely to further depress your stock price,
which would make it
 more difficult to regain compliance with Nasdaq's Minimum Bid Price Rule
and may
 also increase the likelihood that you implement a reverse stock split to
remain listed
 on Nasdaq.

 Please contact Cara Wirth at 202-551-7127 or Mara Ransom at 202-551-3264
with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Alla Digilova
</TEXT>
</DOCUMENT>

February 13, 2025
Ezra T. Ernst
President and Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, NY 10001
Re:XWELL, Inc.
Registration Statement on Form S-3
Filed February 7, 2023
File No. 333-284768
Dear Ezra T. Ernst:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Alla Digilova

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  Lawrence S. Elbaum
  lelbaum@velaw.com

  Tel 212.237.0084
  Fax 917.849.5379

August 16, 2024

VIA EDGAR AND EMAIL

    Eddie Kim and Christina Chalk

    Special Counsel

    Division of Corporation Finance

    Office of Mergers and Acquisitions

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

Re: XWELL, Inc.

  PREC14A filed August 2, 2024

  File No. 1-34785

Dear Mr. Kim and Ms. Chalk:

I am writing on behalf of
XWELL, Inc. (the “Company”) in response to the comments of the Staff of the Division of Corporation Finance
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set
forth in the letter dated August 8, 2024, with respect to the Company’s above-referenced preliminary proxy statement on Schedule
14A filed as “PREC14A” with the Commission on August 2, 2024, File No. 1-34785 (the “Preliminary Proxy Statement”).
This letter is being filed with the Commission electronically via the EDGAR system. Substantially concurrently with the submission of
this letter, the Company is also submitting Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy
Statement”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified,
all references to page numbers and captions correspond to the Preliminary Proxy Statement, and all capitalized terms used but not defined
herein have the same meaning as in the Preliminary Proxy Statement.

PREC14A  filed August
2, 2024

General

    1.
    We note your disclosure that “[t]he Annual Meeting will be held in a virtual meeting
    format only, via live audio webcast on the Internet” and that “[s]tockholders will not be able to attend the Annual Meeting
    in person.” You also state that “a list of stockholders of record will be available during the Annual Meeting for inspection
    by stockholders of record for any legally valid purpose related to the Annual Meeting.” Consider revising to clarify how stockholders
    will be able to inspect the “list of stockholders of record” during the Annual Meeting when they “will not be able
    to attend the Annual Meeting in person.”

     Vinson & Elkins LLP Attorneys at Law

Austin Dallas Dubai Houston London Los Angeles New York

Richmond San Francisco Tokyo Washington

  The Grace Building, 1114 Avenue of the Americas, 32nd Floor
 New York, NY 10036-7708

Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com

      U.S. Securities and Exchange Commission August 16, 2024

Page 2

 RESPONSE:

We acknowledge the
Staff’s comment and have clarified how stockholders will be able to inspect the “list of stockholders of record” during
the virtual Annual Meeting. In the Amended Preliminary Proxy Statement, the Company will include disclosure substantially similar to the
below (bold underlined text representing an addition).

“In addition, a list of stockholders of
record will be available during the Annual Meeting on the virtual meeting site for inspection by stockholders of record
for any legally valid purpose related to the Annual Meeting.”

Is My Vote Important?,
page 2

 2. Where a registrant determines that a dissident shareholder’s director nominations do not comply
with its advance notice bylaw requirements and excludes the dissident shareholder’s nominees from its proxy card, and the dissident
shareholder then initiates litigation challenging the registrant’s determination regarding the validity of the director nominations,
the registrant must disclose, among other things, “a brief description of the basis for that determination.” See Question
139.05 under Proxy Rules and Schedules 14A/14C Compliance and Disclosure Interpretations (November 17, 2023). Please expand your disclosure
here to describe in additional detail the “material omissions and other material deficiencies” that led to your decision.

 RESPONSE:

We acknowledge the
Staff’s comment and respectfully advise the Staff that CPC SPV has decided to withdraw its threatened proxy fight and related lawsuit
against the Company in connection with the Annual Meeting. On August 9, 2024, CPC SPV released the scheduled trial dates, irrevocably
withdrew the Purported Nomination Notice and dismissed its litigation.

How Do I Vote?,
page 5

    3.
    Your disclosure here notes that stockholders may vote “By Telephone” under the
    third bullet point. The next sentence, however, refers to voting “via the Internet,” although the last sentence notes
    when “[t]he telephone voting facilities” will close. Please revise to provide the correct information, including the
    telephone number.

      U.S. Securities and Exchange Commission August 16, 2024

Page 3

 RESPONSE:

We acknowledge the
Staff’s comment and respectfully advise the Staff that the Company will revise its disclosure. In the Amended Preliminary Proxy
Statement, the Company will include disclosure substantially similar to the below (bold underlined text representing an addition).

“You may vote by telephone by calling
(866) 804-9616 and following the instructions on the Proxy Card. The telephone voting facilities will close at 11:59 p.m.
Eastern Time on September 19, 2024.”

Will This Year’s
Annual Meeting Require the Use of a Universal Proxy Card?, page 9

 4. Please revise the heading of this section and the disclosure here to reflect that the dissident
will use a universal proxy card for this contest. That is, clarify that unless and until a court deems the dissident’s nominations
to be invalid, the dissident must include the registrant’s nominees on its card and shareholders who wish to vote for the dissident’s
nominees currently must use its card.

 RESPONSE:

We acknowledge the
Staff’s comment and respectfully advise the Staff that CPC SPV has decided to withdraw its threatened proxy fight and related lawsuit
against the Company in connection with the Annual Meeting. In the Amended Preliminary Proxy Statement, the Company has removed this question.

*	*	*	*	*

      U.S. Securities and Exchange Commission August 16, 2024

Page 4

Please contact me directly at
(212) 237-0084 with any questions that you have with respect to the foregoing or if any additional supplemental information is required
by the Staff.

Very truly yours,

/s/ Lawrence S. Elbaum

Lawrence S. Elbaum

 cc: Cara Soffer (csoffer@xpresspa.com)

C. Patrick Gadson (pgadson@velaw.com)

Brett F. Peace (bpeace@velaw.com)

August 8, 2024
Scott Milford
President and Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001
Re:XWELL, Inc.
PREC14A filed August 2, 2024
File No. 1-34785
Dear Scott Milford:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your proxy statement.
PREC14A filed August 2, 2024
General
1.We note your disclosure that "[t]he Annual Meeting will be held in a virtual meeting
format only, via live audio webcast on the Internet" and that "[s]tockholders will not be
able to attend the Annual Meeting in person." You also state that "a list of stockholders of
record will be available during the Annual Meeting for inspection by stockholders of
record for any legally valid purpose related to the Annual Meeting." Consider revising to
clarify how stockholders will be able to inspect the "list of stockholders of record" during
the Annual Meeting when they "will not be able to attend the Annual Meeting in person."
Is My Vote Important?, page 2
Where a registrant determines that a dissident shareholder’s director nominations do not
comply with its advance notice bylaw requirements and excludes the dissident
shareholder’s nominees from its proxy card, and the dissident shareholder then initiates 2.

August 8, 2024
Page 2
litigation challenging the registrant’s determination regarding the validity of the director
nominations, the registrant must disclose, among other things, "a brief description of the
basis for that determination." See Question 139.05 under Proxy Rules and Schedules
14A/14C Compliance and Disclosure Interpretations (November 17, 2023). Please expand
your disclosure here to describe in additional detail the "material omissions and other
material deficiencies" that led to your decision.
How Do I Vote?, page 5
3.Your disclosure here notes that stockholders may vote "By Telephone" under the third
bullet point. The next sentence, however, refers to voting "via the Internet," although the
last sentence notes when "[t]he telephone voting facilities" will close. Please revise to
provide the correct information, including the telephone number.
Will This Year's Annual Meeting Require the Use of a Universal Proxy Card?, page 9
4.Please revise the heading of this section and the disclosure here to reflect that the
dissident will use a universal proxy card for this contest. That is, clarify that unless and
until a court deems the dissident's nominations to be invalid, the dissident must include
the registrant's nominees on its card and shareholders who wish to vote for the dissident's
nominees currently must use its card.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Eddie Kim at 202-679-6943 or Christina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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XWELL, INC.

254 West 31st Street, 11th Floor

New York, New York 10001

September 29, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian Fetterolf at 202-551-6613

    Re:
    XWELL, Inc.

    Registration Statement on Form S-3

    Filed August 4, 2023

    (Commission File No. 333-273726)

Dear Sir or Madam:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
XWELL, Inc. (the “Company”) hereby requests that the Registration Statement referred to above be declared effective on Friday,
September 29, 2023 at 4:30 p.m. E.T. or as soon thereafter as shall be practicable.

Very truly yours,

/s/ Cara Soffer

    By:
    Cara Soffer

    General Counsel

    cc:
    Robert J.
    Endicott

    Bryan Cave
    Leighton Paisner LLP

United States securities and exchange commission logo
August 10, 2023
Scott Milford
Chief Executive Officer
XWELL, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001
Re:XWELL, Inc.
Registration Statement on Form S-3
Filed August 4, 2023
File No. 333-273726
Dear Scott Milford:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert Endicott

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May 17, 2022

Via EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:
    Janice Adeloye

    Jennifer Lopez Molina

    Re:

    XpresSpa Group, Inc.

    Pre-Effective Amendment No. 1 to Registration Statement
    on Form S-3

    Filed May 17, 2022

    (Commission File No. 333-264026)

Dear
Sir or Madam:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests
that the Registration Statement referred to above be declared effective Thursday, May 19, 2021 at 4:30 p.m. E.T. or as soon thereafter
as shall be practicable.

    Very truly yours,

    /s/ Cara Soffer

    By:
    Cara Soffer

    General Counsel and Secretary

cc:   James A. Berry, Chief Financial Officer

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May 12, 2022

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Janice Adeloye

  Jennifer Lopez Molina

  Re:
  XpresSpa Group, Inc.

  Pre-effective Amendment No. 1 to Registration Statement on Form S-3

  Filed May 11, 2022

  (Commission File No. 333-264026)

Dear Sir or Madam:

Reference is made to our letter,
filed as correspondence via EDGAR on May 11, 2022, in which we requested the acceleration of the effective time of the above-referenced
Registration Statement for 4:30 p.m., Eastern Time, on Friday, May 13, 2022, in accordance with Rule 461 promulgated under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective time. Thank you for your assistance in this matter.

Please
contact Robert Endicott at Bryan Cave Leighton Paisner LLP, our outside counsel, at (314) 259-2447 if
you have any questions or concerns regarding this matter.

Very truly yours,

  /s/ Cara Soffer

  By:
  Cara Soffer

  General Counsel and Secretary

  cc:
  James A. Berry, Chief Financial Officer

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May 11, 2022

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Janice Adeloye

  Jennifer Lopez Molina

  Re:
  XpresSpa Group, Inc.

  Pre-Effective Amendment No. 1 to Registration Statement
    on Form S-3

  Filed May 11, 2022

  (Commission File No. 333-264026)

Dear Sir or Madam:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests that the Registration Statement
referred to above be declared effective Friday, May 13, 2021 at 4:30 p.m. E.T. or as soon thereafter as shall be practicable.

Very truly yours,

  /s/ Cara Soffer

  By:
  Cara Soffer

  General Counsel and Secretary

cc:	James A. Berry, Chief Financial Officer

United States securities and exchange commission logo
April 7, 2022
Cara Soffer
General Counsel
XpresSpa Group, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3
Filed on March 31, 2022
File No. 333-264026
Dear Ms. Soffer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Jennifer Lopez Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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XpresSpa Group,
Inc.

254 West 31st
Street, 11th Floor

New York, New
York 10001

		August 6, 2020

VIA EDGAR

Ms. Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

 Re: XpresSpa Group, Inc.

Registration Statement on Form S-3

Filed July 17, 2020, as amended on August
5, 2020

File No. 333-239913

Dear Mr. Fischer:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests that
the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Friday, August 7, 2020, at 4:00 p.m.,
Eastern Time, or as soon as thereafter practicable.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

Any questions should
be addressed to Daniel A. Bagliebter, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third
Avenue, New York, New York 10017, telephone (212) 692-6856.

Thank you very much.

    Very
truly yours,

    XpresSpa
Group, Inc.

    /s/ Douglas Satzman

By: Douglas Satzman

Title: Chief Executive Officer

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254 West 31st Street, 11th Floor

New York, New York 10001

August 3, 2020

Via EDGAR

    Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Katherine Bagley

    Re:

        XpresSpa Group, Inc.

        Registration Statement on Form S-3

        Filed July 24, 2020

        (Commission File No. 333-240084)

Dear Sir or Madam:

In accordance with Rule
461 under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests that the Registration
Statement referred to above be declared effective on Wednesday, August 5, 2020 at 9:15 a.m. E.T. or as soon thereafter as shall
be practicable.

Very truly yours,

/s/  Doug Satzman

By:	Doug Satzman

       Chief Executive Officer

 cc: Robert J. Endicott

Jennifer
D’Alessandro

Bryan
Cave Leighton Paisner LLP

United States securities and exchange commission logo
July 31, 2020
Douglas Satzman
Chief Executive Officer
XpresSpa Group, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3
Filed July 24, 2020
File No. 333-240084
Dear Mr. Satzman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert J. Endicott

United States securities and exchange commission logo
July 24, 2020
Douglas Satzman
Chief Executive Officer
XpresSpa Group, Inc.
254 West 31st Street, 11th Floor
New York, New York 10001
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3
Filed July 17, 2020
File No. 333-239913
Dear Mr. Satzman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel A. Bagliebter, Esq.

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XpresSpa Group,
Inc.

780 Third Avenue,
12th Floor

New York, New
York 10017

		December 10, 2019

VIA EDGAR

Mr. Paul Fischer

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

 Re: XpresSpa Group, Inc.

Registration Statement on Form S-3

Filed August 23, 2019, as amended on September
27, 2019 and December 9, 2019

File No. 333-233419

Dear Mr. Fischer:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests that
the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Thursday, December 12, 2019, at 4:00
p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

Any questions should
be addressed to Daniel A. Bagliebter, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third
Avenue, New York, New York 10017, telephone (212) 692-6856.

Thank you very much.

    Very truly yours,

    XpresSpa Group, Inc.

    /s/ Douglas Satzman

    By:
    Douglas Satzman

    Title:
    Chief Executive Officer

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        Kenneth R. Koch

        212 692 6768

        krkoch@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212 935 3000

        mintz.com

November 7, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Paul Fischer

    Ms. Kathleen Krebs

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Initially filed August 23, 2019

    File No. 333-233419

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to oral comments received from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) relayed by telephone
call on November 4, 2019, relating to the above-referenced registration statement on Form S-3 of the Company initially filed with
the Commission on August 23, 2019, as subsequently amended on September 27, 2019 (the “Registration Statement”).

For convenient reference,
we have summarized our understanding of the Staff’s comments in italics below. The response is based on information provided
to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment #1:

Please provide an
updated overview of how the transactions effected in July 2019 are related.

Response:

Restructuring. The Series F Private
Placement, the Calm Private Placement and the B3D Transaction (each as defined below) were initiated in connection with a restructuring
of the Company’s indebtedness, including its Secured Convertible Notes due November 17, 2019 (the “Secured Convertible
Notes”) and non-convertible promissory note in the principal amount of $6,500,000 (the “Original B3D Note”)
in order to improve the Company’s capital structure. The Company entered into negotiations with the holders of the Secured
Convertible Notes and Original B3D Note to restructure each such instrument. Each of the transactions consummated on July 8, 2019
was negotiated in connection with this restructuring, and was intended to address, among other items, concerns raised by the holders
of the Secured Convertible Notes and Original B3D Note regarding the capitalization of the Company, including the need to eliminate
the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”). The transactions
resulted in the elimination of the Secured Convertible Notes, the amendment and restatement of the Original B3D Note, the negotiation
and completion of the Calm Private Placement and the conversion of all shares of Series D Preferred Stock into shares of the Company’s
common stock upon receipt of approval by the Company’s shareholders.

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

    MINTZ

November 7, 2019

Page 2

We understand that
the Staff has concerns regarding the number of shares the Company proposes to register pursuant to the Registration Statement.
The high number of shares is largely due to the many parties with senior or preferred positions in the Company’s capital
structure, each of which was required to participate in the restructuring in some fashion in order to make the other parties comfortable
becoming holders of the Company’s common stock.  We note that it should be very clear that those participating did so
as part of a major recapitalization of the Company and not with a view to distribution of the kind that would ordinarily cause
the Staff to regard this registration as a primary offering. We also note, in this regard, that as more fully described below,
the Rule 144 holding period for much of the common stock the Company proposes to register exceeds the six month period that is
a hallmark of not being deemed an underwriter. Even the most recently issued securities were issued over four months ago for Rule
144 purposes, meaning that the parties involved have already taken significant market risk.

For purposes of clarification,
including the use of certain defined terms used in this response letter, the Company respectfully includes the following overview
of the transactions that are the subject of the Registration Statement.

Series F Private
Placement. On July 8, 2019, the Company entered into an amendment (the “May 2018 SPA Amendment”) to that
certain Securities Purchase Agreement (the “May 2018 SPA”), dated as of May 15, 2018, by and between the Company
and the purchasers party thereto (the “Series F Investors”), to provide for, among other provisions, the establishment
of a new class of preferred stock, designated Series F Convertible Preferred Stock, par value $0.01 per share (the “Series
F Preferred Stock”) and the issuance of 8,996 shares of such Series F Preferred Stock to the parties to the May 2018
SPA Amendment, which are convertible into shares of the Company’s common stock at a conversion price of $2.00 per share,
a premium to the $1.67 closing price of the Company’s common stock on July 8, 2019 (collectively, the “Series F
Private Placement”). The Company issued the Series F Preferred Stock to the Series F Investors as consideration for the
waiver by the Series F Investors of certain provisions of the May 2018 SPA including, but not limited to, certain restrictions
of future equity sales that would be implicated by the proposed restructuring transactions.

Calm Private Placement.
On July 8, 2019, the Company entered into a securities purchase agreement (the “2019 Calm Purchase Agreement”)
with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount
of $2,500,000 in 5.00% unsecured convertible Notes due 2022 (the “Calm Notes”), which are convertible into shares
of Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”) and (ii)
warrants to purchase 937,500 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Calm
Warrants”) (collectively, the “Calm Private Placement”). In addition to the shares of common stock
underlying the Calm Notes and Calm Warrants, the Company seeks to register shares of common stock underlying the Series E Preferred
Stock previously issued to Calm pursuant to a securities purchase agreement, dated November 12, 2018, by and between the Company
and Calm (the “2018 Calm Purchase Agreement”).

B3D Transaction.
On July 8, 2019, the Company entered into a fourth amendment (the “Credit Agreement Amendment”) to its existing
Credit Agreement with B3D, LLC (“B3D”). Pursuant to the Credit Agreement Amendment, B3D agreed to waive certain
defaults under the Original B3D Note relating to (i) the inclusion of an explanatory paragraph in the report of the Company’s
independent registered public accounting firm on its financial statements for the years ended December 31, 2018 and 2017 indicating
that there is substantial doubt about the Company’s ability to continue as a going concern and (ii) defaults resulting from
the non-payment of certain interest payments due to B3D. In addition, the Credit Agreement Amendment extended the maturity date
of the Original B3D Note from December 31, 2019 to May 31, 2021, reduced the applicable interest rate from 10.5% to 9.0% and amended
and restated the Original B3D Note in order to increase the principal amount owed to B3D from $6.5 million to $7.0 million, which
principal and any interest accrued thereon became convertible at B3D’s option into common stock at an initial conversion
price of $2.00 per share (the “B3D Note”) (together, the “B3D Transaction”). The Company
seeks to register the shares of common stock underlying the B3D Note.

      2

    MINTZ

November 7, 2019

Page 3

Series D Amendment
and December 2016 Warrant Amendment. On July 8, 2019, the Company filed a certificate of amendment to the Certificate of Designation,
Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD Amendment”) with
the State of Delaware to reduce the conversion price of the shares of Series D Preferred Stock to $2.00 and provide for automatic
conversion of the Series D Preferred Stock into shares of the Company’s common stock upon receipt of shareholder approval
of the Series D COD Amendment. Also on July 8, 2019, the Company entered into an amendment to certain outstanding warrants issued
in December 2016 (the “December 2016 Warrants”) to the holders of its Series D Preferred Stock (the “December
2016 Warrant Amendment”) to provide for, among other provisions, a reduction in the exercise price to $2.00. The Company
seeks to register the shares of common stock underlying each of the Series D Preferred Stock and the December 2016 Warrants.

Merger Agreement
and Subscription Agreement. In connection with a registration rights agreement between the Company and Mistral Spa Holdings,
LLC (“Mistral”), the Company also seeks to register certain shares
of common stock previously issued to Mistral in connection with that certain Agreement
and Plan of Merger by and among the Company (formerly known as FORM Holdings Corp.), FHXMS, LLC, XpresSpa Holdings, LLC and Mistral
XH Representative, LLC, as representative of the unitholders, dated October 25, 2016, as subsequently amended (the “Merger
Agreement”) and in connection with a related subscription agreement between the Company and Mistral (the “Subscription
Agreement”).

The Company respectfully
requests that the Staff consider this overview in connection with the legal analysis provided in its comment response letter dated
September 27, 2019, and in particular, in connection with the responses set forth for each investor with respect to Securities
Act Compliance and Disclosure Interpretation (“C&DI”) 612.09. The Company respectfully submits that in addition
to the analysis set forth therein, as of the date hereof, each of the investors has now held the securities that are the subject
of the Registration Statement for a period of at least four months, and in certain cases, as long as nearly three years. The Series
F Investors have held the Series F Preferred Stock since July 8, 2019 but had previously held the Secured Convertible Notes since
May 2018. Calm has held the Calm Notes and Calm Warrants since July 8, 2019, and has held an additional 1,500,000 shares of Series
E Preferred Stock since November 12, 2018. B3D received the Original B3D Note in April 2015 and has held the B3D Note since July
8, 2019. Mistral has held the Series D Preferred Stock (which was automatically converted into common stock on October 2, 2019),
December 2016 Warrants and shares of common stock issued pursuant to the Merger Agreement and Subscription Agreement since December
2016.

Comment #2:

Please consider
reducing the number of shares being registered for resale pursuant to the Registration Statement.

Response:

In response to the Staff’s comment,
the Company proposes to reduce the number of shares being registered for resale from 34,907,198 to 17,302,951. The Company respectfully
advises that instead of registering 200% of each class of securities, as initially proposed, it instead seeks to register 100%
of each class of securities listed below that is currently issued and outstanding (items (vi) and (viii)) and 125% of each class
of securities listed below for which the securities being registered are issuable upon the conversion or exercise of the instruments
described above (items (i) – (v) and item (vii)). The Company respectfully submits that it is registering 125% of such shares
(i) in order to fulfill certain contractual obligations pursuant to a registration rights agreement entered into in connection
with each of the Calm Private Placement and the B3D Transaction and (ii) in reliance on C&DI 116.18, as a good faith estimate
of the maximum number of shares that it may issue in connection with certain anti-dilution price protection contained in the various
instruments,.

      3

    MINTZ

November 7, 2019

Page 4

The Company proposes
reducing the number of shares included in the Registration Statement to include the following:

(i) 125% of the 449,800
shares (or 562,250 shares) of common stock issuable upon the conversion of the Series F Preferred Stock at a conversion price equal
to $2.00 per share;

(ii) 125% of the 1,445,816
shares (or 1,807,270 shares) of common stock underlying shares of Series E Preferred Stock issuable upon conversion of the Calm
Notes, plus interest payable thereon, at a conversion price equal to $2.00 per share;

(iii) 125% of the 1,500,000
shares (or 1,875,000 shares) of common stock issuable upon conversion of previously issued Series E Preferred Stock at a conversion
price equal to $2.00 per share;

(iv) 125% of the 937,500
shares (or 1,171,875 shares) of common stock issuable upon the exercise of the Calm Warrants at an exercise price equal to $2.00
per share;

(v) 125% of the 4,156,275
shares (or 5,195,344 shares) of common stock issuable (a) upon conversion of an aggregate principal amount of $7,000,000 of
the B3D Note at a conversion price equal to $2.00 per share, (b) as accrued and unpaid interest payable thereon and issuable
at the Company’s option in lieu of a cash payment of interest at a price per share equal to 90% of the volume weighted average
price of the Company’s common stock on the trading date immediately preceding the date of delivery of an exercise notice,
and (c) as certain make-whole payments to the extent that the accrued and unpaid interest amount described above is less than 90%
of the average volume weighted average price of the Company’s common stock for the 30 trading days prior to the interest
deferment date (or if not a trading day the next succeeding trading day);

(vi) 100% of the 6,485,430 shares of common
stock issued to Mistral upon conversion of the Series D Preferred Stock at a conversion price equal to $2.00 per share, which conversion
occurred following receipt of shareholder approval on October 2, 2019 (the Company respectfully requests that the Staff refer to
the response to Comment #4 below for additional information regarding the change to the number of shares of common stock the Company
seeks to register on the Registration Statement);

(vii) 125% of the 79,406
shares (or 99,258 shares) of common stock issuable upon the exercise of the December 2016 Warrants at an exercise price equal to
$2.00 per share; and

(viii) 100% of the
106,524 shares of common stock issued in connection with the Merger Agreement and the Subscription
Agreement.

If this response is
acceptable to the Staff, the Company intends to file an amendment to the Registration Statement to reflect the revised aggregate
number of registrable shares and the distribution of such shares as provided herein.

      4

    MINTZ

November 7, 2019

Page 5

Comment #3:

Please provide an
analysis as to why Palladium Capital Advisors, LLC should not be disclosed as an underwriter in the Registration Statement, notwithstanding
the fact that Palladium Capital Advisors, LLC is in the business of underwriting securities and is a registered broker-dealer.

Response:

The Company proposes
to register 125% of the 449,800 shares (or 562,250 shares) of common stock underlying the Series F Preferred Stock that was issued
to the Series F Investors pursuant to the May 2018 SPA Amendment. Of these shares, the Company proposes to register 125% of the
57,850 shares (or 72,313 shares) issuable to Palladium upon conversion of Palladium’s shares of Series F Preferred Stock.
The Company has advised us that the securities were issued as fees for certain advisory and consulting services provided by Palladium
in connection with the July 2019 restructuring transactions.

In addition, the Company
respectfully submits that pursuant to Section 3.2(b) of the May 2018 SPA, Palladium represented and warranted that (i) it was

CORRESP
1
filename1.htm

    Kenneth R. Koch

                           212 692 6768

                           krkoch@mintz.com

    Chrysler Center

                           666 Third Avenue

                           New York, NY 10017

                           212 935 3000

                           mintz.com

October 18, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Paul Fischer

    Ms. Kathleen Krebs

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Filed August 23, 2019

    File No. 333-233419

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to the letter dated October 7, 2019 (the
 “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), relating to the above-referenced registration statement on Form S-3 of the Company initially
filed with the Commission on August 23, 2019, as subsequently amended on September 27, 2019 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter. The response is based on information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment #1:

We have considered
your response to prior comment 2. Please expand your analysis to address the following:

 · For each selling stockholder, what
the number of shares being registered represents in terms of the percentage of currently outstanding shares held by non-affiliates;

 · How the fact that Palladium Capital
Advisors LLC is in the business of underwriting securities affects your analysis of whether their shares can be registered as a
secondary offering;

 · How the agreements entered into on
July 8, 2019, including the amendments to the agreements, are related;

 · How the agreements and amendments to
the agreements changed the number of shares each selling shareholder beneficially owns or is entitled to receive upon conversion
or exchange of securities;

 · The consideration the company received
under the agreements;

 · The extent to which the shares being
registered are issuable pursuant to provisions based upon the trading market of the company’s shares, and if so, the extent
of any discount to the market price;

 · Why the company entered into the agreements
and amendments to the agreements; and

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C.

    MINTZ

October 18, 2019

Page 2

 · Why the company is registering all
the securities now.

Response:

In response to the
Staff’s comment, we have provided an overview of the transactions and respectfully advise as to each of the above items as
follows.

Overview.

Palladium Private
Placement. On July 8, 2019, the Company entered into an amendment (the “May 2018 SPA Amendment”) to that
certain Securities Purchase Agreement (the “May 2018 SPA”), dated as of May 15, 2018, by and between the Company
and the purchasers party thereto (the “Palladium Investors”), to provide for, among other provisions, the establishment
of a new class of preferred stock, designated Series F Convertible Preferred Stock, par value $0.01 per share (the “Series
F Preferred Stock”) and the issuance of 8,996 shares of such Series F Preferred Stock to the parties to the May 2018
SPA Amendment, which are convertible into shares of the Company’s common stock at a conversion price of $2.00 per share,
a premium to the $1.67 closing price of the Company’s common stock on July 8, 2019 (collectively, the “Palladium
Private Placement”).

Calm Private Placement.
On July 8, 2019, the Company entered into a securities purchase agreement (the “2019 Calm Purchase Agreement”)
with Calm.com, Inc. (“Calm”) pursuant to which the Company agreed to sell (i) an aggregate principal amount
of $2,500,000 in 5.00% unsecured convertible Notes due 2022 (the “Calm Notes”), which are convertible into shares
of Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”) and (ii)
warrants to purchase 937,500 shares of the Company’s common stock at an exercise price of $2.00 per share (the “Calm
Warrants”) (collectively, the “Calm Private Placement”). In addition to the shares of common stock
underlying the Calm Notes and Calm Warrants, the Company seeks to register shares of common stock underlying Series E Preferred
Stock previously issued to Calm pursuant to a securities purchase agreement, dated November 12, 2018, by and between the Company
and Calm (the “2018 Calm Purchase Agreement”).

B3D Transaction.
On July 8, 2019, the Company entered into a fourth amendment (the “Credit Agreement Amendment”) to its existing
Credit Agreement with B3D, LLC (“B3D”) in order to, among other provisions, amend and restate its existing convertible
promissory note in order to increase the principal amount owed to B3D to $7.0 million, which principal and any interest accrued
thereon is convertible, at B3D’s option, into shares of the Company’s common stock (the “B3D Note”)
(together, the “B3D Transaction”). The Company seeks to register the shares of common stock underlying the B3D
Note.

Series D Amendment
and December 2016 Warrant Amendment. On July 8, 2019, the Company filed a certificate of amendment to the Certificate of Designation,
Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD Amendment”) with
the State of Delaware to reduce the conversion price to $2.00 and provide for automatic conversion of the Series D Preferred Stock
into shares of the Company’s common stock. Also on July 8, 2019, the Company entered into an amendment to certain outstanding
warrants issued in December 2016 (the “December 2016 Warrants”) to the holders of its Series D Preferred Stock
(the “December 2016 Warrant Amendment”) to provide for, among other provisions, a reduction in the exercise
price to $2.00. The Company seeks to register the shares of common stock underlying each of the Series D Preferred Stock and the
December 2016 Warrants.

Merger Agreement
and Subscription Agreement. The Company also seeks to register certain shares of common
stock previously issued to Mistral Spa Holdings, LLC (“Mistral”)
in connection with that certain Agreement and Plan of Merger by and among the Company (formerly known as FORM Holdings Corp.),
FHXMS, LLC, XpresSpa Holdings, LLC and Mistral XH Representative, LLC, as representative of the unitholders, dated October 25,
2016, as subsequently amended (the “Merger Agreement”) and in connection with a related subscription agreement
between the Company and Mistral (the “Subscription Agreement”).

    MINTZ

October 18, 2019

Page 3

1(a).
For each selling stockholder, what the number of shares being registered represents in terms of the percentage of currently
outstanding shares held by non-affiliates;

Following the July
8, 2019 transactions, the Company had 2,918,169 shares of common stock outstanding, of which 2,805,896 shares were held by
non-affiliates. Following the automatic conversion of the Series D Preferred Stock into common stock upon receipt of shareholder
approval, the Company has 13,881,450 shares of common stock outstanding as of October 15, 2019, 7,165,041 of which are held by
non-affiliates.

Palladium: We
propose to register 200% of the 449,800 shares (or 899,600 shares) issuable to the Palladium
Investors upon the conversion of the Series F Preferred Stock. Assuming the conversion of 899,600 shares of Series F Preferred
Stock, this would have represented 24.3% of the Company’s outstanding common stock held by non-affiliates prior to the conversion
of the Series D Preferred Stock and represents 11.2% of the Company’s currently outstanding common stock held by non-affiliates
as of October 15, 2019.

Calm: We propose
to register (i) 200% of the 1,445,816 shares (or 2,891,632 shares) issuable to Calm upon conversion of the Calm Note, (ii) 200%
of the 1,500,000 shares (or 3,000,000 shares) issuable to Calm upon conversion of previously issued shares of Series E Preferred
Stock and (iii) 200% of the 937,500 shares (or 1,875,000 shares) issuable to Calm upon exercise of the Calm Warrants, for an aggregate
of 7,766,632 shares issuable to Calm. Assuming conversion and/or exercise, as applicable,
of all such instruments into 7,766,632 shares of common stock, this would have represented
73.5% of the Company’s outstanding common stock held by non-affiliates prior to the conversion of the Series D Preferred
Stock and represents 52.0% of the Company’s currently outstanding common stock held by non-affiliates as of October 15, 2019.

B3D: We propose
to register 200% of the 4,156,275 shares (or 8,312,550 shares) issuable to B3D in connection
with the B3D Note. Assuming the conversion of the B3D Note into 8,312,550 shares of common stock, this would have represented 74.8%
of the Company’s outstanding common stock held by non-affiliates prior to the conversion of the Series D Preferred Stock
and represents 53.7% of the Company’s currently outstanding common stock held by non-affiliates as of October 15, 2019; however,
B3D may not convert the B3D Note into common stock to the extent such conversion would cause their beneficial ownership to exceed
4.99% of the outstanding shares of the Company’s common stock.

Mistral:
We propose to register (i) 200% of the 8,831,540 shares (or 17,663,080 shares) issued to Mistral upon conversion of the
Series D Preferred Stock, (ii) 200% of the 79,406 shares (or 158,812 shares) issuable to Mistral upon the exercise of the
December 2016 Warrants and (iii) 100% of the 106,524 shares issued to Mistral in connection with the Merger Agreement and
Subscription Agreement, for an aggregate of 17,928,416 shares issued or issuable to Mistral. Assuming the conversion of
Mistral’s Series D Preferred Stock into 17,663,080 shares and the exercise of Mistral’s December 2016 Warrants
into 158,812 shares, and taking into account the 106,524 shares previously issued to Mistral, this
would have represented 87.0% of the Company’s outstanding common stock held by non-affiliates prior to the conversion
of the Series D Preferred Stock and represents 71.2% of the Company’s currently outstanding common stock held by
non-affiliates as of October 15, 2019. Subsequent to the July 8, 2019 transactions, Mistral completed a distribution of
certain shares of Series D Preferred Stock to its limited partners, which shares subsequently converted into an aggregate of
2,157,810 shares of common stock. This distribution prevented Mistral’s ownership from exceeding 50% of the
Company’s outstanding common stock.

1(b).
How the fact that Palladium Capital Advisors LLC is in the business of underwriting securities affects your analysis
of whether their shares can be registered as a secondary offering;

As defined in Section
2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), an “underwriter” is,
in relevant part:

    MINTZ

October 18, 2019

Page 4

any
person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection 	with, the distribution
of any security, or participates or has a direct or indirect participation in any such 	undertaking, or participates or has
a participation in the direct or indirect underwriting of any such 	undertaking.

Pursuant to Section 3.2(b) of the May 2018
SPA, Palladium represented and warranted that (i) it was acquiring the securities as principal for its own account and not with
a view to or for distributing or reselling such securities in violation of the Securities Act or any applicable state securities
law, (ii) it had no present intention of distributing any of such securities in violation of the Securities Act or any applicable
state securities law and (iii) it had no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such securities in violation of the Securities Act or any applicable state securities law. Palladium
further represented that it was acquiring the securities in the ordinary course of its business.

The terms of the Palladium
Private Placement also suggest that Palladium has assumed the risks of an investment in the Company. These risks include, for example,
the fact that there is no established trading market for the Series F Preferred Stock, the fact that the conversion of the Series
F Preferred Stock was subject to shareholder approval and the risk that the conversion price of the Series F Preferred Stock may
exceed the market price of the Company’s common stock at the time of conversion. Furthermore, the fact that Palladium, and
not the Company, will receive the proceeds from any resale of the securities supports the conclusion that Palladium is not participating
in the Palladium Private Placement as an underwriter, but rather as an investor acquiring the securities in the ordinary course
of business.

1(c). How the agreements entered into
on July 8, 2019, including the amendments to the agreements, are related;

We respectfully submit
that the agreements entered into on July 8, 2019 are appropriately characterized as a series of independent transactions. They
are related only insofar as they represent a restructuring of the Company’s capitalization and to the extent that such agreements
include customary cross-defaults. In addition, the execution of the Credit Agreement Amendment was a condition to closing of the
Calm Private Placement and the May 2018 SPA Amendment included a waiver by the Palladium Investors of certain restrictions on subsequent
equity sales with respect to the July 8, 2019 transactions.

1(d). How the agreements and amendments
to the agreements changed the number of shares each selling shareholder beneficially owns or is entitled to receive upon conversion
or exchange of securities;

Palladium: In connection with
the Palladium Private Placement, the Palladium Investors were issued an aggregate of 8,996 shares of Series F Preferred Stock,
which were allocated as follows:

 · Alpha Capital Anstalt: 4,056 shares of
Series F Preferred

 · Anson Investments Master Fund LP: 901
shares of Series F Preferred

 · L1 Capital Global Opportunities Master
Fund: 901 shares of Series F Preferred

 · Intracoastal Capital LLC: 901 shares
of Series F Preferred

 · The Hewlett Fund LP: 630 shares of Series
F Preferred

 · Brio Capital Master Fund Ltd.: 450 shares
of Series F Preferred

 · Palladium Capital Advisors, LLC: 1,157
shares of Series F Preferred

Calm: Immediately
prior to July 8, 2019, Calm beneficially owned shares of Series E Preferred Stock that were initially convertible into 241,935
shares of common stock at a conversion price of $12.40 per share.

In
connection with the Calm Private Placement, the conversion price of the Series E Preferred Stock was reduced from $12.40 to $2.00,
such that Calm’s Series E Preferred Stock became convertible into 1,500,000 shares of common stock. Additionally, Calm
received (i) the Calm Note, which is convertible into shares of Series E Preferred Stock that are themselves convertible into 1,445,816
shares of common stock at a conversion price of $2.00 per share and (ii) warrants to purchase 937,500 shares of common stock.

    MINTZ

October 18, 2019

Page 5

B3D: Immediately
prior to July 8, 2019, B3D held a non-convertible promissory note in the principal amount of $6,500,000 (the “Original
B3D Note”), as well shares of Series D Preferred Stock initially convertible into 12,414
shares of common stock at a conversion price equal to $120 per share (which reflects the Company’s 1-for-20 reverse
stock split), 12,935 shares of common stock issuable upon the exercise of the December 2016 warrants an

October 7, 2019
Douglas Saltzman
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3/A
File no. 333-233419
Amended on September 27, 2019
Dear Mr. Saltzman:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2019 letter.
Registration Statement on Form S-3/A, amended on September 27, 2019
General
1.We have considered your response to prior comment 2.  Please expand your analysis to
address the following:
•For each selling shareholder, what the number of shares being registered represents in
terms of the percentage of currently outstanding shares held by non-affiliates;
•How the fact that Palladium Capital Advisors LLC is in the business of underwriting
securities affects your analysis of whether their shares can be registered as a
secondary offering;
•How the agreements entered into on July 8, 2019, including amendments to the
agreements, are related;
•How the agreements and amendments to the agreements changed the number of
shares each selling shareholder beneficially owns or is entitled to receive upon
conversion or exchange of securities;

 FirstName LastNameDouglas Saltzman
 Comapany NameXpresSpa Group, Inc.
 October 7, 2019 Page 2
 FirstName LastName
Douglas Saltzman
XpresSpa Group, Inc.
October 7, 2019
Page 2
•The consideration the company received under the agreements;
•The extent to which the shares being registered are issuable pursuant to provisions
based upon the trading market of the company's shares, and if so, the extent of any
discount to the market price;
•Why the company entered into the agreements and amendments to the agreements;
and
•Why the company is registering all the securities now.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special
Counsel, at 202-551-3350, with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth Koch

CORRESP
1
filename1.htm

        Kenneth R. Koch

        212 692 6768

        krkoch@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212 935 3000

        mintz.com

September 27, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Paul Fischer

    Ms. Kathleen Krebs

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Filed August 23, 2019

    File No. 333-233419

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to the letter dated September 16, 2019
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), relating to the above-referenced registration statement on Form S-3 of the Company initially
filed with the Commission on August 23, 2019, as subsequently amended on September 27, 2019 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter. This letter is being filed with
the Commission with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). The
response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Selling Securityholders, page 24

Comment #1:

Please ensure that
your selling shareholder table accurately reflects the shares you are registering for resale. For example, we note that Alpha Capital
Anstalt beneficially owns 202,800 common shares prior to the offering, intends to sell 8,112 common shares pursuant to the prospectus,
yet will beneficially own no shares upon completion of the offering. Likewise, Brio Capital Master Fund holds 142,808 shares prior
to the offering, will sell a maximum of 45,000 shares pursuant to the prospectus, and will beneficially own 142,800 shares upon
completion. Please revise or advise. Also clarify how you arrived at the number and percentage of shares beneficially held by each
selling shareholder after the offering.

Response:

In response to the
Staff’s comment, the Company has revised the selling securityholder table appearing in the Amended Registration Statement
to accurately reflect the shares being registered for resale. The Company respectfully advises that although it is registering
200% of the shares currently issued or issuable (other than with respect to the shares issued pursuant to the Merger Agreement
and the Subscription Agreement (each as defined in the Amended Registration Statement), for which 100% of such shares are being
registered), the column entitled “Shares of Common Stock Beneficially Owned Prior to Offering” includes only the shares
currently issued or issuable, as this most accurately reflects the beneficial ownership of the selling securityholders at this
time. As a result, taking the number of shares beneficially owned prior to the offering and subtracting the number of shares being
registered in the offering would not result in the correct number of shares beneficially owned after the offering. Therefore,
to ensure consistency among the calculations, the values in the column entitled “Shares of Common Stock Beneficially Owned
After Offering” are calculated by subtracting 100% of the number of shares to be sold by such selling securityholder in
the offering, based on the beneficial ownership of the selling securityholders at this time and without giving effect to any multiplier
(i.e., 100% rather than 200%), from the shares beneficially owned by each securityholder prior to the offering. As an example,
Brio Capital Master Fund holds 165,308 shares prior to the offering and will sell a maximum of 45,000 shares pursuant to the prospectus
(200% of 22,500 shares). To calculate Brio Capital Master Fund’s ownership after the offering, we have subtracted 22,500
shares from the 165,308 shares beneficially owned prior to the offering, for ownership of 142,808 shares.

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 MINTZ

September 27, 2019

Page 2

In response to the
Staff’s comment, the Company has also revised the percentage of shares beneficially held upon the completion of the offering.
The percentages are calculated based on 2,916,919 outstanding shares of common stock of the Company and assumes the sale of the
34,907,198 shares being registered pursuant to the prospectus.

General

Comment #2:

We note that you
are registering the sale of approximately 35 million shares of common stock. Given the size relative to the number of shares outstanding
held by non-affiliates, the nature of the offering and some of the selling security holders, it appears that the transaction may
be an indirect primary offering. Please provide us with an analysis as to why the offering by the selling stockholders should properly
be regarded as a secondary offering and, if applicable, why you would be eligible to register the transaction as an indirect primary
offering on Form S-3. In your analysis, tell us why you are registering 200% of the shares issuable upon conversion and exercise
of each of the securities referenced. Refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09.

Response:

Overview

We have considered
the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09,
regarding whether a purported secondary offering is really a primary offering in which selling securityholders are acting as underwriters
selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling
securityholders are not acting as underwriters or otherwise as a conduit for the Company and that the resale of the 34,907,198
shares of the Company’s common stock to be registered by the Registration Statement is not an indirect primary offering being
conducted by or on behalf of the Company.

Section 2(a)(11) of
the Securities Act of 1933, as amended (the “Securities Act”) defines an underwriter as “any person who
has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security,
or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the
direct or indirect underwriting of any such undertaking.” The definition’s phrase “with a view to … distribution”
creates a subjective standard regarding an investor’s intent. As such, it is fact-specific. In determining intent, courts
and the Commission often look to evidence based on objective criteria.

In prior no-action
letters, the Staff has noted that determination of “underwriter” status depends on all of the facts and circumstances
surrounding a particular transaction. The Staff also has stated that institutional investors generally should not be deemed to
be underwriters with regard to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary
course of the investor’s business and that the investor has no arrangement with any person to participate in the distribution
of such securities.

We have analyzed the
factors set forth in C&DI 612.09 and believe that this analysis provides confirmation that the sale of common stock being registered
is appropriately characterized as a series of transactions that are eligible to be made on a shelf basis under Rule 415(a)(1)(i).
The following is a summary of our analysis of these factors with respect to each transaction, as we believe that each transaction
should be reviewed independently and not together.

 MINTZ

September 27, 2019

Page 3

Legal Analysis of Palladium Private Placement

Overview.  On
July 8, 2019, the Company entered into an amendment (the “May 2018 SPA Amendment”) to that certain Securities
Purchase Agreement (the “May 2018 SPA”), dated as of May 15, 2018, by and between the Company and the purchasers
party thereto (the “Palladium Investors”), to provide for, among other provisions, the establishment of a new
class of preferred stock, designated Series F Convertible Preferred Stock, par value $0.01 per share (the “Series F Preferred
Stock”) and the issuance of 9,000 shares of such Series F Preferred Stock to the parties to the May 2018 SPA Amendment,
which will be convertible into shares of the Company’s common stock at a conversion price of $2.00 per share upon receipt
of shareholder approval (collectively, the “Palladium Private Placement”). The Palladium Investors ultimately
received an aggregate of 8,996 shares of Series F Preferred Stock instead of the 9,000 shares referenced in the Registration Statement
due to the rounding of certain calculations, which updated number of shares is reflected in the Amended Registration Statement.
The Company seeks to register the shares of common stock underlying the Series F Preferred Stock.

How Long the Palladium
Investors Have Held the Shares. The Palladium Investors have owned the Series F Preferred Stock since July 8, 2019. Since
the date of acquisition, none of the Palladium Investors has sold any of the Series F Preferred Stock. In addition, the Series
F Preferred Stock may not be converted into common stock until receipt of shareholder approval, which has not been received as
of the date hereof. The Palladium Investors acquired the Series F Preferred Stock with no assurance that the underlying shares
could be sold in a liquid market and have been subject to the full economic and market risks of their entire investment since the
date of the acquisition of the Series F Preferred Stock.

The Circumstances
under Which the Palladium Investors Received the Shares. The Palladium Investors received the Series F Preferred Stock
in a bona fide private placement transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder. In connection with the issuance of the Series F Preferred Stock, the Company agreed
to use commercially reasonable efforts to obtain shareholder approval for the issuance of the common stock underlying the Series
F Preferred Stock within 120 days of the signing of the May 2018 SPA Amendment. In addition, the Company agreed to issue shares
of Series F Preferred Stock to Palladium Capital Advisors, LLC as consideration for services provided in connection with the transaction.

The Palladium Investors
have not entered into any underwriting relationships or arrangements with the Company and have not received any commission or other
payment from the Company in connection with the resale of any of its shares. The Company will receive no proceeds from the resale
of the shares underlying the Series F Preferred Stock, if any, by the Palladium Investors. These circumstances are distinct from
those involving a primary offering by or on behalf of the Company.

The Relationship
of the Palladium Investors to the Company. Prior to their respective acquisitions, none of the Palladium Investors had
a relationship with the Company, other than the ownership by certain Palladium Investors of shares of the Company’s common
stock and/or warrants to purchase shares of the Company’s common stock. The Palladium Investors and their affiliates currently
hold of record approximately 2.4% of the Company’s outstanding common stock in the aggregate. No Palladium Investor may convert
its Series F Preferred Stock into common stock to the extent such conversion would cause its beneficial ownership of the Company’s
common stock to exceed 4.99% of the outstanding shares of the Company’s common stock. Therefore, regardless of the number
of shares that the Company is seeking to register for resale by the Palladium Investors, none of the Palladium Investors will become
an affiliate of the Company as a result of issuances pursuant to the terms of the Series F Preferred Stock.

 MINTZ

September 27, 2019

Page 4

To the best of the
Company’s knowledge, there are no relationships among the Palladium Investors or between the Palladium Investors and the
other selling securityholders.

The Palladium Investors
are not acting on behalf of the Company with respect to the Series F Preferred Stock or the underlying shares of common stock.
The Company has no contractual, legal or other relationship with the Palladium Investors that would control the timing, nature
or amount of their resales of the Series F Preferred Stock or the underlying shares of common stock, and the Company will receive
no proceeds from the resale of the Series F Preferred Stock or the underlying shares of common stock, if any. These facts support
the view that the relationship the Palladium Investors have with the Company has been that of a long-term investor, not an underwriter
or any other similar primary offering conduit.

The Amount of Shares
Involved. As of September 26, 2019, the Company had 2,918,169 shares of common stock outstanding, of which 2,735,327
shares were held by persons other than the Palladium Investors, affiliates of the Company and affiliates of the Palladium Investors.
The Company proposes to register 899,600 shares for resale that are issuable upon conversion of the Series F Preferred Stock held
by the Palladium Investors. Assuming conversion of all of the Series F Preferred Stock held by the Palladium Investors being registered
pursuant to the Registration Statement, this would represent approximately 25.4% of the pro forma outstanding shares of common stock after giving effect to such conversion. None of the shares being registered for resale are currently outstanding, nor are they included in the amount currently
outstanding.

Pursuant to C&DI
139.10, and as noted in the Registration Statement, the Company is registering 200% of the shares issuable upon conversion of the
Series F Preferred Stock, which reflects the Company’s good faith estimate of the maximum number of shares that it may issue
upon conversion pursuant to anti-dilution protection.

Regardless of percentage,
it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling.
C&DI 612.12 describes a scenario where a holder of well over one-third of the outstanding stock is able to effect a valid secondary
offering. The interpretation states as follows:

“A controlling person
of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity offering. Rule
415(a)(4) [which places certain limitations on ‘at-the-market’ equity offerings] applies only to offerings by or on
behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant is
not restricted by Rule 415(a)(4).”

In addition, regarding
the use of Form S-3 to effect a secondary offering, C&DI 216.14 provides as follows:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50%
of the issuer's securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter or by or
on behalf of the issuer.”

These interpretive
positions make clear that a holder of well in excess of one-third of the public float can effect a valid secondary offering of
its shares unless other facts – beyond the mere level of ownership – indicate that the affiliate is acting as a conduit
for the issuer. Here, no other facts exist to suggest that the Palladium Investors are acting as a conduit for the issuer. In light
of this, the circumstances support the view that the Palladium Investors can effect a valid secondary offering regardless of the
percentage of the currently outstanding common stock the secondary o

September 16, 2019
Douglas Saltzman
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3
File no. 333-233419
Filed on August 23, 2019
Dear Mr. Saltzman:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3, file no. 333-233419
Selling Securityholders, page 24
1.Please ensure that your selling shareholder table accurately reflects the shares you are
registering for resale. For example, we note that Alpha Capital Anstalt beneficially owns
202,800 common shares prior to the offering, intends to sell 8,112 common shares
pursuant to the prospectus, yet will beneficially own no shares upon completion of the
offering. Likewise, Brio Capital Master Fund holds 142,808 shares prior to the offering,
will sell a maximum of 45,000 shares pursuant to the prospectus, and will beneficially
own 142,800 shares upon completion. Please revise or advise. Also clarify how you
arrived at the number and percentage of shares beneficially held by each selling
shareholder after the offering.

 FirstName LastNameDouglas Saltzman
 Comapany NameXpresSpa Group, Inc.
 September 16, 2019 Page 2
 FirstName LastName
Douglas Saltzman
XpresSpa Group, Inc.
September 16, 2019
Page 2
General
2.We note that you are registering the sale of approximately 35 million shares of common
stock.  Given the size relative to the number of shares outstanding held by non-affiliates,
the nature of the offering and some of the selling security holders, it appears that the
transaction may be an indirect primary offering.  Please provide us with an analysis as to
why the offering by the selling stockholders should properly be regarded as a secondary
offering and, if applicable, why you would be eligible to register the transaction as an
indirect primary offering on Form S-3.  In your analysis, tell us why you are registering
200% of the shares issuable upon conversion and exercise of each of the securities
referenced. Refer to Securities Act Rules Compliance and Disclosure Interpretation
612.09.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special
Counsel, at 202-551-3350, with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Kenneth Koch

CORRESP
1
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XpresSpa Group,
Inc.

780 Third Avenue,
12th Floor

New York, New
York 10017

July 26, 2019

VIA EDGAR

Mr. Paul Fischer

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

 Re: XpresSpa Group, Inc.

Registration Statement on Form S-3

Filed July 23, 2019

File No. 333-232764

Dear Mr. Fischer:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Company”) hereby requests that
the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Tuesday, July 30, 2019, at 4:00 p.m.,
Eastern Time, or as soon as thereafter practicable.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

Any questions should
be addressed to Daniel A. Bagliebter, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third
Avenue, New York, New York 10017, telephone (212) 692-6856.

Thank you very much.

    Very truly yours,

    XpresSpa Group, Inc.

    /s/
    Douglas Satzman

    By: Douglas Satzman

    Title: Chief Executive Officer

July 25, 2019
Douglas Satzman
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3
Filed on July 23, 2019
File no. 333-232764
Dear Mr. Satzman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Bagliebter

CORRESP
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XPRESSPA GROUP, INC.

780 Third Avenue,
12th Floor

New York, NY
10017

July 18,
2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Celeste M. Murphy

Mr. Paul Fischer

 Re: XpresSpa Group, Inc.

Registration Statement on Form S-3

Filed June 8, 2018, as amended on July
10, 2018

File No. 333-225531

Request for Acceleration

Ladies and Gentleman:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, XpresSpa Group, Inc. (the “Registrant”) hereby requests that
the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-225531) (the “Registration Statement”)
be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern Time, on July 20, 2018, or as soon
as practicable thereafter.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

If you have any questions
regarding this request, please contact Kenneth R. Koch, Esq. of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to
the Registrant, at (212) 692-6768.

    Very truly yours,

    XpresSpa Group, Inc.

    /s/ Edward Jankowski

    By: Edward Jankowski

    Title: Chief Executive Officer

 cc: Kenneth R. Koch, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

CORRESP
1
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        Kenneth R. Koch| 212 692
        6768 | krkoch@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

July 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Celeste M. Murphy

    Mr. Paul Fischer

    Re:
    XpresSpa Group, Inc.

    Registration Statement on Form S-3

    Filed June 8, 2018

    File No. 333-225531

Ladies and Gentlemen:

We are submitting this
letter on behalf of XpresSpa Group, Inc. (the “Company”) in response to the letter dated June 28, 2018 (the
 “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), relating to the above-referenced registration statement on Form S-3 of the Company initially
filed with the Commission on June 8, 2018 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter. This letter is being filed with the
Commission with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). The response
is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment:

We note that you are registering the
sale of approximately 20 million shares of common stock, which represents roughly 77% of your shares outstanding as of May 29,
2018, and roughly 95% of your public float. Given the size of the offering relative to the number of shares held by non-affiliates,
the nature of the offering and the selling security holders, the transaction appears to be a primary offering. Please provide us
with your legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering
that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) rather than a primary offering where the selling
shareholders are actually underwriters selling on behalf of the issuer. Please see Securities Act Rules C&DI 612.09, publicly
available on the Commission website, for guidance in distinguishing primary from secondary offerings.

Response:

We have considered the factors set forth
in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09, regarding whether a purported
secondary offering is really a primary offering in which selling securityholders are acting as underwriters selling on behalf of
an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling securityholders
are not acting as underwriters or otherwise as a conduit for the Company and that the resale of the 19,932,463 shares (the “Shares”)
of the Company’s common stock to be registered by the Registration Statement is not an indirect primary offering being conducted
by or on behalf of the Company.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 2

On May 15, 2018, the Company entered into
a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors, pursuant to which the
Company sold up to (i) an aggregate principal amount of $4,438,000 of secured convertible notes, which included $88,000 issued
to Palladium Capital Advisors, LLC, as placement agent, convertible into shares of the Company’s common stock at a conversion
price of $0.62 per share, (ii) Class A warrants to purchase 7,157,259 shares of the Company’s common stock at an exercise
price of $0.62 per share and (iii) Class B warrants to purchase 3,578,630 shares of the Company’s common stock at an exercise
price of $0.62 per share. The Company received approximately $4,332,000 in gross proceeds from the Offering.

Section 2(a)(11) of the Securities Act of
1933, as amended (the “Securities Act”) defines an underwriter as “any person who has purchased from an
issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or
has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect
underwriting of any such undertaking.” The definition’s phrase “with a view to … distribution” creates
a subjective standard regarding an investor’s intent. As such, it is fact-specific. In determining intent, courts and the
Commission often look to evidence based on objective criteria.

In prior no-action letters, the Staff has
noted that determination of “underwriter” status depends on all of the facts and circumstances surrounding a particular
transaction. The Staff also has stated that institutional investors generally should not be deemed to be underwriters with regard
to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary course of the investor’s
business and that the investor has no arrangement with any person to participate in the distribution of such securities.

We have analyzed the factors set forth in
C&DI 612.09 and believe that this analysis provides confirmation that the sale of common stock being registered is appropriately
characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i). The following is a summary
of our analysis of these factors.

How Long the Selling Securityholders
Have Held the Shares. The selling securityholders have owned the secured convertible notes and/or warrants (the “Securities”)
since May 17, 2018. Since the date of acquisition, none of the selling securityholders has sold or converted or exercised, as applicable,
any of the Securities. The selling securityholders have been subject to the full economic and market risks of their entire investment
since the date of the acquisition of the Securities. In addition, the selling securityholders acquired the Securities with no assurance
that the Shares could be sold in a liquid market. In addition, 10,985,889 of the 19,932,463 Shares are issuable upon exercise of
the warrants, which warrants are not exercisable until November 17, 2018, six months following the date of acquisition.

The Circumstances Under Which the Selling
Securityholders Received the Shares. The selling securityholders received the Shares in a bona fide private placement transaction
pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
In connection with the issuance of the Securities, the Company entered into a registration rights agreement that provided the Company
would be obligated to register the resale of the common stock underlying the Securities no later than July 14, 2018. Such a registration
rights agreement is customary in private placements of this nature.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July
10, 2018

Page 3

The Purchase Agreement contains provisions
that are relevant to each selling securityholder’s intent to resell the Shares. Each selling securityholder (with the exception
of B3D, LLC, who was not a party to the Purchase Agreement) represented and warranted in the Purchase Agreement that (i) it was
acquiring the Securities and Shares as principal for its own account and not with a view to or for distributing or reselling the
Securities or Shares in violation of the Securities Act or any applicable state securities laws, (ii) it had no arrangement or
understanding, directly or indirectly, with any persons to resell or distribute or regarding the distribution of such Securities
or Shares and (iii) it acquired the Securities and the Shares in the ordinary course of its business. The Company is neither aware
of any evidence that would indicate that these representations were false nor aware of any evidence that the selling securityholders
had any plan to act in concert with a third party to effect a distribution of the Securities or Shares. In addition, the Company
is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement is declared effective.
In connection with the Offering, the Company agreed to issue to B3D, LLC Class A warrants to purchase common stock in consideration
for B3D, LLC’s agreement to extend the maturity of the Company’s existing senior secured note to December 31, 2019,
the waiver of certain rights of Rockmore Investment Master Fund Ltd. and B3D, LLC under the Company’s existing senior secured
note and the consent to the issuance of the Securities pursuant to the Purchase Agreement.

In addition, the Company agreed to issue
secured convertible notes and warrants to Palladium Capital Advisors, LLC in consideration for its role as placement agent in the
Offering.

The selling securityholders have not entered
into any underwriting relationships or arrangements with the Company, have not received any commission or other payment from the
Company in connection with the resale of any of its securities, and the Company will receive no proceeds from the resale of the
Shares, if any, by the selling securityholders. These circumstances are quite distinct from those involving a primary offering
by or on behalf of the Company.

The Relationship of the Selling Securityholders
to the Company. Prior to their respective acquisitions, none of the selling securityholders had a relationship with the Company
except for (i) Intracoastal Capital LLC (which owned warrants to purchase 129,000 of the Company’s common stock prior to
the Offering) and (ii) B3D, LLC (as described below). The selling securityholders and their affiliates currently hold of record
approximately 3% of the Company’s outstanding common stock. Such ownership percentage does not take into account the fact
that the selling securityholders may not convert their notes or exercise their warrants if such conversion or exercise, as applicable,
would cause their beneficial ownership of the Company’s common stock (excluding shares underlying any of its unconverted
notes and warrants) to exceed 9.99% of the outstanding shares of the Company’s common stock. Therefore, regardless of the
number of shares that the Company is seeking to register for resale by the selling securityholders, the selling securityholders
will not become affiliates of the Company as a result of issuances pursuant to the convertible notes or warrants. One of the selling
securityholders, B3D, LLC, is currently a creditor of the Company and is controlled by Mr. Bruce T. Bernstein, the Chairman of
the Company’s Board of Directors. Neither B3D, LLC nor Mr. Bernstein is in the business of underwriting securities. Although
B3D, LLC and Mr. Bernstein may be deemed to be affiliates of the Company, the Staff has clarified that affiliates, including those
that hold a large percentage of outstanding shares, are not per se disqualified from undertaking secondary offerings. Please see
Securities Act Forms C&DI 216.14 (“Secondary sales by affiliates may be made under
General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50% of the issuer's securities, unless
the facts and circumstances indicate that the affiliate is acting as an underwriter or by or on behalf of the issuer”).
B3D, LLC beneficially owns approximately 4.5% of the shares of common stock of the Company. 250,000 of the 19,932,463 Shares
are beneficially owned by B3D, LLC. To the Company’s knowledge, there is no relationship between the other selling securityholders
and B3D, LLC and Mr. Bernstein.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 4

To the best of the Company’s knowledge,
there are no relationships among the selling securityholders.

The selling securityholders are not acting
on behalf of the Company with respect to the Shares, the Company has no contractual, legal or other relationship with the selling
securityholders that would control the timing, nature or amount of their resales of the Shares, and the Company will receive no
proceeds from the sale of the Shares, if any. These facts support the view that the relationship the selling securityholders have
with the Company has been that of a long-term investor, not an underwriter or any other similar primary offering conduit.

The Amount of Shares Involved. As
of the date of the filing of the Registration Statement, the Company had 26,752,399 shares of common stock outstanding, of which
26,322,053 shares were held by persons
other than the selling securityholders, affiliates of the Company and affiliates of the selling securityholders. The Company proposes
to register 19,932,463 Shares for resale that are issuable upon conversion of the secured convertible notes held by the selling
securityholders or exercise of the warrants held by the selling securityholders. Assuming conversion of the secured convertible
notes held by the selling securityholders and exercise of the warrants held by the selling securityholders, this would represent
approximately 68% of the currently
outstanding shares of common stock. As noted in the Registration Statement, and pursuant to a registration rights agreement entered
into with the selling securityholders (with the exception of B3D, LLC, who is not a party to such registration rights agreement),
the Company is registering 125% of the shares under the secured convertible notes. As noted above, 10,985,889 of the 19,932,463
Shares are issuable upon exercise of the warrants, which warrants are not exercisable until November 17, 2018. Of the 19,932,463
Shares being registered for resale, 17,893,148 Shares are issuable upon conversion or exercise of Securities that were acquired
from the Company at a time when the selling securityholders (with the exception of B3D, LLC) were not affiliates of the Company,
in a private placement, subject to substantial resale limitations. None of the Shares being registered for resale are currently
outstanding, nor are they included in the amount outstanding.

Regardless of percentage, it is important
to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling. Securities
Act Rules C&DI 612.12 describes a scenario where a holder of well over one-third of the outstanding stock is able to effect
a valid secondary offering. The interpretation states, in relevant part, that:

“A controlling person
of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity offering. Rule
415(a)(4), which places certain limitations on ‘at-the-market’ equity offerings, applies only to offerings by or on
behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant is
not restricted by Rule 415(a)(4).”

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States Securities and Exchange Commission

July 10, 2018

Page 5

In addition, Securities Act Forms C&DI
216.14 regarding the use of Form S-3 to effect a secondary offering, provides:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50%
of the issuer's securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter or by or
on behalf of the issuer.”

These interpretive positions make clear
that a holder of well in excess of one-third of the public float can effect a valid secondary offering of its shares unless other
facts – beyond the mere level of ownership – indicate that the affiliate is acting as a conduit for the issu

June 28, 2018
Edward Jankowski
Chief Executive Officer
XpresSpa Group, Inc.
780 Third Avenue, 12th Floor
New York, New York 10017
Re:XpresSpa Group, Inc.
Registration Statement on Form S-3, filed on June 8, 2018
File no. 333-225531
Dear Mr. Jankowski:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed on June 8, 2018, File no. 333-225531
General
1.We note that you are registering the sale of approximately 20 million shares of common
stock, which represents roughly 77% of your shares outstanding as of May 29, 2018, and
roughly 95% of your public float. Given the size of the offering relative to the number of
shares held by non-affiliates, the nature of the offering and the selling security holders, the
transaction appears to be a primary offering. Please provide us with your legal analysis as
to why the transaction covered by the registration statement should be regarded as a
secondary offering that is eligible to be made on a delayed or continuous basis under Rule
415(a)(1)(i) rather that a primary offering where the selling shareholders are actually
underwriters selling on behalf of the issuer. Please see Securities Act Rules C&DI 612.09,

 FirstName LastNameEdward Jankowski
 Comapany NameXpresSpa Group, Inc.
 June 28, 2018 Page 2
 FirstName LastName
Edward Jankowski
XpresSpa Group, Inc.
June 28, 2018
Page 2
publicly available on the Commission website, for guidance in distinguishing primary
from secondary offerings.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Celeste M. Murphy,
Legal Branch Chief,  at 202-551-3257 with any  questions.
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Bagliebter

CORRESP
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FORM Holdings Corp.

780 Third Avenue, 12th Floor

New York, NY 10017

	October 25, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Edwin Kim, Attorney-Advisor

    Re:
    FORM Holdings Corp.

    Registration Statement on Form S-4

    Filed on September 9, 2016 and amended on October 25, 2016

    File No. 333-213566

Dear Mr. Kim:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, FORM Holdings Corp. (the “Company”) hereby requests that
the effectiveness of the above-captioned Registration Statement on Form S-4 be accelerated to Thursday, October 27, 2016, at 5:00
p.m., EST, or as soon as thereafter practicable.

Any questions should
be addressed to Kenneth R. Koch, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue,
New York, New York 10017, telephone (212) 692-6768.

Thank you very much.

Very truly yours,

FORM Holdings Corp.

/s/ Andrew D. Perlman

Andrew D. Perlman

Chief Executive Officer and President

September 20, 2016
Mail Stop 4561

Andrew D. Perlman
Chief Executive Officer
FORM Holdings Corp.
780 Third Avenue, 12th Floor
New York, New York 10017

Re: FORM Holdings Corp.
  Registration Statement on Form S-4
Filed  September 9 , 2016
  File No.  333-213566

Dear Mr. Perlman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules 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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Andrew D. Perlman
FORM Holdings Corp.
September 19 , 2016
Page 2

 Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Edwin Kim, Attor ney-Advisor,  at (202) 551 -3297 or me at (202) 551 -3453
with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief - Legal
Office of Information Technologies
and Services

cc:  Kenneth Koch , Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
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Vringo, Inc.

780 Third Avenue, 12th Floor

New York, New York 10017

    July 22, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Greg Dundas, Esq.

 Re: Vringo, Inc.

Registration
Statement on Form S-3

Filed on June 26, 2015

File No. 333-205303

Dear Mr. Dundas:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Vringo, Inc. (the “Company”) hereby requests that the effectiveness
of the above-captioned Registration Statement on Form S-3 be accelerated to Thursday, July 23, 2015, at 4:00 p.m., EST, or as soon
as thereafter practicable.

Please note that we acknowledge the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any questions should
be addressed to Merav Gershtenman, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue,
New York, New York 10017, telephone (212) 692-6806.

Thank you very much.

    Very truly yours,

    VRINGO, INC.

    /s/ Andrew D. Perlman

    Andrew D. Perlman

    Chief Executive Officer

March 18, 2015

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

Re: Vringo, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed March 1 0, 2014
File No. 001 -34785

Dear Ms. Nyrkovskaya :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

February 9, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn:

Robert S. Littlepage, Accounting Branch
Chief

Larry Spirgel, Assistant Director

Joseph Cascarano, Senior Staff Accountant

Dean Suehiro, Senior Staff Accountant

William Mastrianna, Attorney-Advisor

Re: Vringo, Inc.

Form 10-K for Fiscal 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

Ladies and Gentlemen,

On behalf of Vringo, Inc. (“Vringo”
or the “Company”), submitted herewith is the response to the additional comments contained in the letter dated January
26, 2015, from the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”). The comments and responses set forth below are keyed to the numbering of the comments and the headings
used in the Staff’s letter.

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

Note 3. Goodwill, page 10

Comment:

 1. It appears your sole valuation technique was comprised of your market capitalization on the measurement
date multiplied by an implied control premium. Explain the assessment and rationale used to conclude that current market capitalization
equates to fair value.

Response:

We considered various factors
in concluding that the Company’s market capitalization on the measurement date plus an estimated control premium (based on
historical comparable transactions) was the most appropriate valuation technique for determining the fair value of the reporting
unit. The fair value of a reporting unit refers to the price that would be received to sell the reporting unit as a whole in an
orderly transaction between market participants at the measurement date. Quoted market prices in active markets are the best evidence
of fair value and should be used as the basis for fair value measurement, if available. However, as per ASC 350-20-35-22, quoted
market prices of an individual security may not be representative of the fair value of the reporting unit as a whole. For example,
there may be a premium that an acquiring entity might pay for a controlling interest compared to the amount an investor would be
willing to pay for a non-controlling interest. This was considered by the Company when deriving and including the estimated control
premium which we describe in further detail in our response to Comment #3 below and in our response letter dated January 14, 2015.

VRINGO, INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

February 9, 2015

Page 2

The Company’s common
shares are publicly traded on NASDAQ. Therefore, active quoted market prices can be readily observed. The Company has a widely
distributed shareholder base which provides for a substantial amount of daily trading volume. We considered the list of factors
provided in ASC 820-10-35-54C to determine whether there had been a significant decrease in the trading volume in relation to
the Company’s normal market activity. Based on our analysis of these factors, we concluded that there was sufficient market
activity related to the Company’s common shares. As such, we believe that the quoted market price is a good representation
of a fair value of one share of the company, or a fractional interest in the Company.

ASC 820-10-35-24B notes that
in certain cases, a single valuation technique will be appropriate and that in other cases, multiple valuation techniques will
be appropriate. As described further below in our response to Comment #2, in the Company’s particular facts and circumstances,
we do not believe that the consideration of additional valuation techniques would meaningfully add to the precision of our estimate
since any technique would involve extremely judgmental estimates. Among the range of possible techniques considered, we believe
the approach based on market capitalization plus a control premium is both the most objective and the most representative of our
expectations of the sale price in a transaction with a marketplace participant. That is, we believe the estimate we have derived
using this technique is most representative of fair value in the circumstances.

The Company continually monitors
its common share price in relation to the Company’s normal market activity. The continued decline in the Company’s
common share price experienced during the fourth quarter of 2014 will have an impact on the Company’s annual goodwill impairment
test which is being performed as of December 31, 2014.

Comment:

 2. Explain if you considered the use of other valuation approaches and/or multiple valuation techniques
to determine fair value as promulgated by ASC 820.

Response:

The Company did consider whether
to use other valuation approaches to determine the fair value of the reporting unit, including the use of an income approach and
the use of other market approaches. ASC 820 does not prescribe which valuation techniques should be used when measuring fair value
and does not prioritize the techniques. Instead, ASC 820 states that reporting entities should measure fair value using the valuation
techniques that are appropriate in the circumstances and for which sufficient data are available, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.

VRINGO, INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

February 9, 2015

Page 3

When considering the use of
an income approach for determining the fair value of the reporting unit, the Company considered using valuation techniques such
as a discounted cash flows model. However, it was determined that, due to factors specific to the Company and the nature of its
operation, the use of such techniques would impose significant feasibility hurdles and would not yield an effective result. First,
the Company does not have a history of revenue to use for purposes of projecting future earnings and revenue streams. Secondly,
the Company’s future earnings and revenue are heavily contingent upon the outcomes of certain litigation and settlements
which are difficult to predict with a sufficient degree of precision. Finally, preliminary indications of using such an approach
were that a wide range of values could be arrived at depending on specific judgmental factors such as the application of company
specific risk premiums and the probability weighting of different cash flow scenarios. That range would include the point estimate
we derived using the market capitalization based technique. Because of this, we do not believe an income approach would add meaningfully
to the total mix of information we considered in determining a marketplace participant fair value for the reporting unit.

When considering the use of
market approaches for determining the fair value of the reporting unit, the Company considered using relevant information generated
by market transactions of comparable companies such as multiples of earnings and revenue. It was determined, however, that there
was a lack of publicly available information with respect to comparable entities within the intellectual property market space
that would enable the Company to gather useful information for purposes of such valuation techniques. As such, we concluded that
this technique would not yield an effective result. Significantly, the fact that the Company has not yet experienced significant
revenue or earnings poses limitations to the use of a market multiples approach.

After considering the potential valuation approaches
discussed above, we concluded that it was most appropriate to use the Company’s market capitalization on the measurement
date plus an estimated control premium to determine the fair value of the reporting unit.

Comment:

 3. Qualitatively explain how you evaluated and arrived at the control premium conclusion aside from
measures of central tendencies in the Biotechnology industry. In addition, explain what the control premium represents for the
buyer.

Response:

As discussed in our response
letter dated January 14, 2015, the Company determined that the Internet Software and Services and Telecommunications industries
best represent the markets in which the Company operates and therefore provide a reasonable basis for comparison when considering
M&A transactions and related control premiums. This is because the Company’s owned patents relate to intellectual property
that covers technologies, which are operated in these industries. In addition, we considered further comparable transactions in
the Biotechnology industry based on the fact that companies in this sector face similar risks and uncertainties regarding when
they can recognize revenue and cash flows depending on the outcome of certain irregular milestones. Hence, revenue and cash flows
are unlikely to follow a consistent pattern, as they are dependent on whether certain milestones are achieved and how milestones
payments are structured.

VRINGO, INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

February 9, 2015

Page 4

The Company also performed
a detailed analysis of M&A activity in various industries, including the broader Technology industry, and considered available
M&A transactions of comparable publicly traded companies in the intellectual property space. The estimated control premium
of 35% was selected as it reflects a reasonable assumption mainly based on data in the Internet Software and Services, Telecommunications,
and Biotechnology industries.

The use of a 35% control premium
resulted in a reporting unit fair value of approximately $119 million which was approximately $14.6 million in excess of the carrying
value as of September 30, 2014. For sensitivity purposes, the use of a 30% control premium would have resulted in a reporting unit
fair value of approximately $115 million which was approximately $10.2 million in excess of the carrying value as of September
30, 2014. The use of a 20% control premium would have resulted in a reporting unit fair value of approximately $106 million which
was approximately $1.3 million in excess of the carrying value as of September 30, 2014. Overall, the selected control premium
would have had to be less than 18.5% for the Company to have failed Step 1 of the goodwill impairment test performed as of September
30, 2014. We note that, in our review of a broad range of control premiums spanning multiple industries and periods prior to our
September 30, 2014 assessment, a large majority of transactions included control premiums that are greater than 20%. For example,
for the Internet Software and Services industries, approximately 82% of transactions in a pool of transactions closed or announced
since January 1, 2012 showed a 20% or higher control premium, relative to stock prices one week before the deal was announced.
Approximately 17% of these transactions showed a control premium that was less than 18.5%. The consideration of sensitivities gave
us greater comfort that our overall impairment conclusion was robust to reasonable changes in judgment about the most appropriate
control premium to apply. Additionally, given the relatively low percentage of control premiums in the observed data that were
less than 18.5%, we did not believe that an estimated control premium less than 18.5% was reasonable.

The estimated control premium
represents the premium that an acquiring entity would pay for a controlling interest compared to the amount an investor would be
willing to pay for a non-controlling (most likely minority) interest. A control premium is paid by an acquirer in order to gain
significant influence over a business. The related benefits are often cited to include control of the entity’s board and
managerial control of all decision making and strategy. In addition, a majority owner may be able to realize synergistic benefits
by merging the acquired business with their existing business. From the perspective of an acquirer, they can use their control
to better manage a company or to create synergies (or to have the strategic flexibility to do this), in order to alter the business
cash flows, and therefore to increase enterprise value.

Specifically at Vringo, such
benefits would include control of the Company’s owned intellectual property portfolios, both acquired from third parties
and internally developed, which we believe have significant potential. This would provide the acquirer with the ability to affect
the timing and amounts related to potential settlement and licensing agreements in connection with these assets. Alternatively,
a controlling entity may choose to further develop the existing technology and develop related products based on it. An acquiring
entity with controlling interest would have the ability to maximize the potential related profits whereas a non-controlling investor
would have limited abilities.

VRINGO, INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

February 9, 2015

Page 5

In terms of selecting the appropriate
control premium, an approximate median or mean was selected as the most likely point within a range of possible premiums. Based
on consultation with valuation experts, we determined that there was no reason to expect a significantly different premium for
Vringo relative to industry averages. Specifically, there do not appear to be specific market relationships related to size, recent
stock performance, or other factors that would drive an expectation of a market premium lower or higher than observed averages
in our facts and circumstances.

* * * * *

As requested by the Staff, the Company
acknowledges 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.

* * * * *

This response letter has been filed on
EDGAR under the form type CORRESP. The Company understands that the Commission may have additional comments after reviewing this
letter.

Management hopes that the above responses
will be acceptable to the Commission. Please do not hesitate to call me at (646) 664-4304 or email me at anyrkovskaya@vringoinc.com
with any questions regarding this letter. Thank you for your time and attention.

    Sincerely,

    VRINGO, INC.

    By:
    /s/ Anastasia Nyrkovskaya

    Anastasia Nyrkovskaya

    Chief Financial Officer

    780 Third Avenue, 12th Floor

    New York, NY 10017

    Direct: (646) 664-4304

    Facsimile: (646) 532-6775

    E-Mail: anyrkovskaya@vringoinc.com

cc: Andrew Perlman, Chief Executive Officer

Vringo, Inc.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

VRINGO, INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

January 26, 2015
Via Email
Ms. Anastasia Nyrkovskaya
Chief Financial Officer
Vringo, Inc.
780 3rd Avenue, 12th Floor
New York, NY 10017

Re: Vringo, Inc.
Form 10-K for the F iscal Year E nded December 3 1, 201 3
Filed March 10, 2014
Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed November 4, 2014
Response dated J anuary 14 , 201 5
File No. 001-34785

Dear Ms. Nyrkovskaya :

We have reviewed your response letter 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 r equested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

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

Form 10 -Q for t he period ended September 30, 2014

Note 3. Goodwill, page 10

We note your response to comment 1.  Please address the following comments.

1. It appears your sole valuation technique was comprised of your market capitalization on
the measurement date multiplied by an implied control premium.  Explain the assessment
and rationale used to conclude that current market capitalization equates to fair value.

2. Explain if you considered the use of other valuation approaches and/or multiple valuation
techniques  to determine fair value as promulgated by ASC 820.

Ms. Anastasia Nyrkovskaya
Vringo, Inc.
January 26, 2015
Page 2

 3. Qualitatively explain how you evaluated and arrived at the control premium conclusion
aside from measures of central tende ncies in the Biotechnology industry.  In addition,
explain what the control premi um represents for the buyer.

You may contact Joseph Cascarano , Senior Staff Accountant , at 202-551-3376 or Dean
Suehiro , Senior Staff Accountant, a t 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 Direc tor

CORRESP
1
filename1.htm

January 14, 2015

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn:

Robert S. Littlepage, Accounting Branch
Chief

Larry Spirgel, Assistant Director

Joseph Cascarano, Senior Staff Accountant

Dean Suehiro, Senior Staff Accountant

William Mastrianna, Attorney-Advisor

Re: Vringo, Inc.

Form 10-K for Fiscal 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

Ladies and Gentlemen,

On behalf of Vringo, Inc. (“Vringo”
or the “Company”), submitted herewith is the response to the comment contained in the letter dated December 19, 2014,
from the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”). The comment and response set forth below are keyed to the numbering of the comment and the heading used
in the Staff’s letter.

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

Note 3. Goodwill, page 10

Comment:

 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 reporting 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.

Response:

We disclosed in Note 2(j) to
the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the Year Ended
December 31, 2013, that goodwill is reviewed for impairment at least annually, as of December 31, and when triggering events occur,
in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles-Goodwill
and Other. The Company performed its annual impairment test of goodwill as of December 31, 2013. Based on this test, the Company
did not recognize an impairment charge related to goodwill since the fair value of the reporting unit significantly exceeded its
carrying value.

    VRINGO,
                                         INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

January 14, 2015

Page 2

As disclosed in the Company’s
Form 10-Q for the Quarter Ended September 30, 2014, based on a combination of factors and developments during the third quarter
of 2014, including the announcement of the Federal Circuit’s decision on August 15, 2014, as well as a decline in the Company’s
stock price, the Company determined that there were impairment indicators related to its goodwill. The Company concluded that these
factors and developments were deemed “triggering” events requiring that goodwill and certain of the Company’s
intangible assets be tested for impairment as of September 30, 2014. The Company performed the first step of the goodwill impairment
test by comparing the fair value of the reporting unit with its carrying amount, including goodwill. The fair value of the reporting
unit was determined by the Company using certain valuation techniques, including the estimation of an implied control premium,
in addition to the Company’s market capitalization on the measurement date as the market capitalization is derived on a non-controlling
basis. The implied control premium was selected with the assistance of a third party valuation specialist and was developed based
on certain observable market data of comparable companies as described in more detail below. The market capitalization is sensitive
to the volatility of the Company’s stock price. Based upon the first step of the goodwill impairment test performed as of
September 30, 2014, the Company determined that the fair value of the reporting unit was in excess of the carrying amount by approximately
14% and therefore the second step of the goodwill impairment test was not required. The Company will perform its annual review
for goodwill impairment as of December 31, 2014. As disclosed in the Company’s Form 10-Q for the Quarter Ended September
30, 2014, a subsequent decline in the Company’s common stock price would lower the market capitalization affecting the fair
value of the reporting unit. Additionally, market data used in the future assessment of the implied control premium could change
the Company’s current estimate. If such changes subsequently occur, performance of the second step of the goodwill impairment
test might be required, which could result in a material impairment of goodwill.

In determining an implied control
premium, the Company’s approach was to identify control premiums resulting from observable merger and acquisition (“M&A”)
transactions of comparable companies that would be a good indicator of Vringo’s control premium. The Company determined that
the Internet Software and Services and Telecommunications industries best represent the markets in which the Company operates and
therefore provide a reasonable basis for comparison when considering M&A transactions and related control premiums. The Company’s
valuation specialist utilized its S&P Capital I.Q. tool (“Capital I.Q.”) to screen for transactions in the Internet
Software and Services and Telecommunications industries, announced from January 2012 to September 2014. The 65 selected transactions
included those in which a majority stake was sought and acquired and the related control premiums observed were one day, one week,
and one month prior to the transaction. As a result of this data analysis, it was observed that the median control premiums one
day, one week, and one month prior to the selected transactions ranged between 33% - 39%. Additionally, the Company considered
available M&A transactions of comparable publicly traded companies in the intellectual property space.

Furthermore, in an effort to
gather additional observable data points, a screening of transactions in the Biotech industry was performed. It is the Company’s
view that companies in the Biotech industry have many similarities and characteristics to Vringo in that their revenue streams
are often based on phases and typically consist of milestone and royalty payments. Additionally, from an investor’s perspective,
the Company has a similar risk profile as that of Biotech companies. Based on this analysis, it was determined that the median
control premiums one day, one week, and one month prior to the 34 selected M&A transactions in the Biotech industry from January
2012 to September 2014 ranged between 34% - 58%.

    VRINGO,
                                         INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

January 14, 2015

Page 3

The Company also performed a
detailed analysis of control premium data available during the twelve month period prior to September 30, 2014 utilizing the Bloomberg
Terminal (MA <GO>). This analysis included M&A activity during that period with deal sizes ranging from $50 - $500 million
in various industries, including the broader Technology industry. The results of this analysis were consistent with analyses discussed
above. Specifically, it was determined that the median control premium for the 12 transactions selected in the broader Technology
industry was approximately 37%.

Based on the foregoing observable
inputs and data analyses results, the Company determined that a control premium of 35% was appropriate for purposes of determining
the fair value of the reporting unit in connection with its Step 1 goodwill impairment test.

In determining the fair value
of the reporting unit, the Company first determined its market capitalization, based on the number of outstanding common shares
multiplied by the Company’s stock price on the measurement date, September 30, 2014. As of September 30, 2014, the Company’s
market capitalization was approximately $88.5 million (93.2 million common shares outstanding multiplied by the closing share price
of $0.95). The Company experiences substantial daily trading volume due to its widely distributed shareholder base. The control
premium was determined to be 35% as described above, which results in a reporting unit fair value of approximately $119.5 million
($88.5 million multiplied by 1.35). The carrying value of the reporting unit as of September 30, 2014 was $104.9 million. Therefore,
the fair value of $119.5 million was approximately $14.6 million or approximately 14% in excess of the carrying value.

* * * * *

As requested by the Staff, the Company
acknowledges 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.

* * * * *

This response letter has been filed on
EDGAR under the form type CORRESP. The Company understands that the Commission may have additional comments after reviewing this
letter.

    VRINGO,
                                         INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

January 14, 2015

Page 4

Management hopes that the above responses
will be acceptable to the Commission. Please do not hesitate to call me at (646) 664-4304 or email me at anyrkovskaya@vringoinc.com
with any questions regarding this letter. Thank you for your time and attention.

    Sincerely,

    VRINGO, INC.

    By:
    /s/ Anastasia Nyrkovskaya

    Anastasia Nyrkovskaya

    Chief Financial Officer

    780 Third Avenue, 12th Floor

    New York, NY 10017

    Direct: (646) 664-4304

    Facsimile: (646) 532-6775

    E-Mail: anyrkovskaya@vringoinc.com

cc:

Andrew Perlman, Chief Executive Officer

Vringo, Inc.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    VRINGO,
                                         INC.

Telephone:
(212) 309-7549

780 Third Avenue, 12th Floor

New York, NY 10017

CORRESP
1
filename1.htm

        Jeffrey
        P. Schultz | 212 692 6732 | jschultz@mintz.com

        One Financial Center

        Boston, MA 02111

        617-542-6000

        617-542-2241 fax

        www.mintz.com

    December 22, 2014

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: William Mastrianna

 Re: Vringo, Inc.

Form 10-K for Fiscal 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

Ladies and Gentlemen:

On
behalf of Vringo, Inc. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the
“Commission”) this letter in response to comments contained in the letter dated December 19, 2014 from Larry
Spirgel of the Staff (the “Staff”) of the Commission to Anastasia Nyrkovskaya, the Company’s Chief Financial
Officer. The Company has begun the process necessary to furnish the Staff with a response to its comment, but because of absences
of certain individuals due to the holidays, the Company requires additional time to coordinate the needed input of various individuals,
including members of the Company’s audit committee, senior management, and certain other employees, to finalize its response.

The
Comment Letter requests that the Company respond to the comment within 10 business days (January 7, 2015) or tell the Staff the
date by when the Company will provide its response. Based on a telephone conversation that we had with William Mastrianna on December
19, 2014, we hereby respectfully request on behalf of the Company an extension for the Company’s response of one week, or
until January 14, 2015. Of course, if you have any questions regarding this letter, kindly contact the undersigned at (212) 692-6732.
We appreciate the Staff’s consideration of this request.

    Very truly yours,

    /s/ Jeffrey Schultz

    Jeffrey P. Schultz

 cc: Securities and Exchange Commission

Larry Spirgel

Vringo, Inc.

Anastasia Nyrkovskaya,
Chief Financial Officer

Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.

Kenneth Koch, Esq.

Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

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

CORRESP
1
filename1.htm

Vringo, Inc.

44 W. 28th Street

New York, NY 10001

June 19, 2012

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

 Re: Vringo, Inc.

Registration Statement on Form S-4

Filed on April 6, 2012 and amended on May 17, 2012, June 1, 2012 and June 12, 2012

File No. 333-180609

Dear Mr. Spirgel:

Pursuant to Rule 461 of the Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Vringo, Inc. (the “Company”) hereby requests that the effectiveness
of the above-captioned Registration Statement on Form S-4 be accelerated to Wednesday, June 20, 2012, at 5:00 p.m., EST, or as
soon as thereafter practicable.

Please note that we acknowledge the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any questions should
be addressed to Jeffrey P. Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue,
New York, New York 10017, telephone (212) 692-6732.

Thank you very much.

    Very truly yours,

    VRINGO, INC.

    /s/ Andrew D, Perlman

    Andrew D, Perlman

    Chief Executive Officer and President

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

June 19, 2012

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

 Re: Vringo, Inc.

Amendment No. 3 to Registration Statement
on Form S-4

Filed June 12, 2012

File No. 333-180609

Ladies and Gentleman:

On behalf of Vringo, Inc. (the “Company”
or “Vringo”), we hereby file with the Securities and Exchange Commission (the “Commission”)
responses to the oral comments of the staff of the Commission’s Division of Corporation Finance (the “Staff”)
received on June 19, 2012 and as set forth below, with regard to the Company’s Registration Statement on Form S-4 (File No.
333-180609), initially filed with the Commission on April 6, 2012 and as previously amended on May 17, 2012, June 1, 2012 and June
12, 2012 (the “Registration Statement”).

 1. Please specify and discuss in more detail the disclosure in the fourth paragraph on page 78 regarding Vringo’s stockholders’
percentage ownership in the combined entity and the implied valuation of Innovate/Protect.

Response: In response
to the Staff’s comment, the Company will add the following disclosure to page 78 of the definitive proxy statement/424b prospectus
with respect to the Registration Statement:

“Based upon
the percentage ownership of the Vringo stockholders in the combined entity (32.45% on a fully diluted basis) even the high end
range of the implied Vringo Comparable Company Analysis ($20.7 million) supported the fairness of the Merger consideration, from
a financial point of view, to the holders of the Vringo common stock in comparison to the implied valuation of Innovate/Protect
($55.5 million) as described under the caption “Innovate/Protect Comparable Companies analysis”. This analysis resulted
in the high end implied valuation of Vringo being 27.3% of the combined implied comparable company valuations of Vringo and Innovate/Protect.
As a result of the Merger, Vringo stockholders will receive a percentage (32.45%) of the outstanding common stock of the combined
company calculated on a fully diluted basis that is higher than 27.3%.”

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | San Diego | London | San Francisco

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Securities and Exchange Commission

June 19, 2012

Page 2

 2. Please update your proxy statement/prospectus for recent developments in the Innovate/Protect’s litigation.

Response:
In response to the Staff’s comment, the Company will add the following paragraph (and replace the second and third full paragraphs)
which updates the information relating to the Innovate/Protect’s litigation to page 152 of the definitive proxy statement/424b prospectus
with respect to the Registration Statement:

	“Within
the Markman, or claim construction process, the court reviewed the parties competing definitions for specific terms within
the asserted claims. Both parties submitted two rounds of briefing to the court that provided arguments for their proposed definitions.
The opening claim construction briefs were filed on April 12, 2012, and the responsive claim construction briefs were filed on
May 3, 2012. At the Markman hearing on June 4, 2012, the court heard arguments from both sides in support of their positions.
On June 15, 2012, the court issued a Memorandum Opinion & Order providing binding definitions for the contested terms. The
court’s definitions to the patent claims established the boundary markings of the claimed technology and inform both parties’
expert reports and testimony as well as the parties’ arguments to the jury. The court’s Memorandum Opinion & Order
construing the contested terms is publicly available on the Public Access to Court Electronic Records (PACER) electronic public
access service at http://www.pacer.uscourts.gov/, and was also filed by Vringo with the Securities
and Exchange Commission.”

*	*	*	*	*

When appropriate, the
Company will provide a written request for acceleration of the effective date of the Registration Statement and will include the
requested “Tandy” language therein. The Company is aware of its obligations under Rules 460 and 461 regarding requesting
acceleration of the effectiveness of the Registration Statement.

We hope that the above
responses and the related revisions to the Registration Statement will be acceptable to the Staff. Please do not hesitate to call
me at (212) 692-6732 with any comments or questions regarding the Registration Statement and this letter. We thank you for your
time and attention.

    Sincerely,

    /s/ Jeffrey P. Schultz

    Jeffery P. Schultz

 cc: Securities and Exchange Commission

Ajay Koduri, Staff
Attorney

Vringo, Inc.

Andrew
D, Perlman, Chief Executive Officer and President

Ellen
Cohl, Chief Financial Officer

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

June 12, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

Re:         Vringo, Inc.

  Amendment No. 2 to Registration Statement
                                                       on Form S-4

  Filed June 1, 2012

  File No. 333-180609

Ladies and Gentleman:

On behalf of Vringo, Inc. (the “Company”
or “Vringo”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 3 (the “Amendment”) to the Company’s Registration Statement on Form S-4 (File No. 333-180609),
initially filed with the Commission on April 6, 2012 and as previously amended on May 17, 2012 and June 1, 2012 (the “Registration
Statement”). Set forth below are the Company’s responses to the comments of the staff of the Commission’s
Division of Corporation Finance (the “Staff”) provided by letter (the “Comment Letter”) dated
June 11, 2012 from Larry Spirgel, Assistant Director of the Division of Corporation Finance. The responses are based upon information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company and are numbered to correspond to the comments set
forth in the Comment Letter, which for convenience, we have incorporated into the response letter. Where appropriate, the Company
has responded to the Staff’s comments by making changes to the disclosure in the Registration Statement set forth in the
Amendment. Page numbers referred to in the responses below reference the applicable pages of the Amendment.

The combined company will require additional
capital to support its present business…, page 47

 1. We note your response to comment 2 from our letter dated May 25, 2012. Please revise throughout to disclose your current
outstanding indebtedness and how much more you can incur without violating the provisions of the preferred stock.

Response: As of May 31, 2012, the indebtedness
of the Company and Innovate/Protect were zero and $3.2 million, respectively. Following the consummation of the Merger, the Company
may incur up to $2.8 million in indebtedness without violating the provisions of the preferred stock (in addition to any amounts
up to $6,000,000 that may be drawn down by Innovate/Protect under the Hudson Bay debt facility). Accordingly, and in response to
the Staff’s comment, the Company has added disclosure on pages 48, 91, 142 and 187 of the Amendment with respect to the foregoing.

Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | San Diego | London | San Francisco

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 12, 2012

Page 2

Vringo Valuation, page 77

 2. We note your response to comment 8 from our letter dated May 25, 2012. Please clarify how the high-end of the implied valuation
range supported the fairness of the Merger consideration.

Response: To
clarify how the high-end of the implied valuation range supported the fairness of the Merger consideration in response to the
Staff’s comment, the Company has revised the disclosure on page 78 of the Amendment to read as follows:
“Based upon the percentage ownership of the Vringo stockholders of the combined entity, even the high-end of range of
the implied Vringo Comparable Company Analysis ($20.7 million) supported the fairness of the Merger consideration, from a
financial point of view, to the holders of Vringo common stock, in comparison to the implied valuation of Innovate/Protect as
described under the caption “Innovate/Protect Comparable Companies Analysis.”

Supplemental response to comment 10 provided by the Staff
in the previous comment letter on May 25, 2012 relating to Preliminary Purchase Price Allocation

Preliminary Purchase Price Allocation as of March 31, 2012,
page 188

 10. We note your response to comment 44 from our letter dated May 3, 2012. As initially requested, please clearly explain to
readers the nature of the technology asset(s) that you have identified. Furthermore, we continue to question why the value assigned
to acquired technology varies based upon changes in Vringo’s stock price. The fair value of an acquired asset, as defined
within ASC 805-20-20, should not be affected by the total value of the purchase consideration to be paid in a business combination.
Revise your allocation of the Vringo purchase price to record all identifiable intangible assets at their acquisition date fair
value. Any remaining residual value, once all identifiable assets and liabilities have been recorded at their respective fair values,
should be recorded as goodwill.

Revised Response as of June 11, 2012: In
response to the Staff’s comment, and pursuant to subsequent conversations, the Company has chosen to revise the impact of
changes in its stock price on the value of its technology.

Initially, the market price of our stock was used
as a primary indicator of fair value of our technology. As a result, the fair value allocated to technology changed with the fluctuations
in the Company’s share price, based on the assumption that the total discounted cash flow (DCF) must equal the fair value
of the Company on the valuation date. As a result, the fluctuations in the Company’s share price reflected on the value of
the DCF, thus affecting the values of both technology and goodwill. According to this method, fluctuations are interpreted as indications
of the change in value ascribed by the investor to both the technology and the goodwill.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

June 12, 2012

Page 3

The revised fair value of Vringo’s technology
was determined based directly on the Company’s projections, taking into account all expected future benefits produced by
its current products and know-how, throughout its useful life. Consequently, fluctuations in the value of the consideration, based
on the changes in the market value of the Company’s stock, are attributed entirely to goodwill.

*          *          *          *          *

When appropriate, the
Company will provide a written request for acceleration of the effective date of the Registration Statement and will include the
requested “Tandy” language therein. The Company is aware of its obligations under Rules 460 and 461 regarding requesting
acceleration of the effectiveness of the Registration Statement.

We hope that the above
responses and the related revisions to the Registration Statement will be acceptable to the Staff. Please do not hesitate to call
me at (212) 692-6732 with any comments or questions regarding the Registration Statement and this letter. We thank you for your
time and attention.

Sincerely,

/s/ Jeffrey P. Schultz____________

Jeffery P. Schultz

 cc:         Securities and Exchange Commission

    Kenya Gumbs,
Staff Accountant

Robert S. Littlepage, Accounting Branch Chief

Ajay Koduri, Staff Attorney

    Vringo, Inc.

    Andrew D, Perlman, Chief Executive Officer and President

    Ellen Cohl, Chief Financial Officer

    Mintz, Levin, Cohn, Ferris, Glovsky
                                                       and Popeo, P.C.

    Kenneth R. Koch, Esq.

June 11, 2012

Via E -mail
Andrew D. Perlman
Chief Executive Officer and President
Vringo, Inc.
44 W. 28th Street, Suite 1414
New York, New York 10001

Re: Vringo, Inc.
Amendment No. 2 to Form S -4
Filed June 1, 2012
  File No. 333-180609

Dear Mr. Perlman :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

The combined company will require additional capital to support its present business…, page 47

1. We note your response to comment 2 from our letter dated May 25, 2012.  Please revise
throughout  to disclose your current outstanding indebtedness and how much more you
can incur without violating the provisions of the preferred stock.

Vringo Valuation, page 77

2. We note your response to comment 8 from our letter dated May 25, 2012.  Please clarify
how the high -end of the implied valuation range supported the fairness of the Merger
consideration.

You may contact Kenya Gumbs, Staff Accountant, at 202 -551-3373 or Robert Littlepage,
Accounting Branch Chief, at 202 -551-3361  if you have questions regar ding comments on the

Andrew D. Perlman
Vringo, Inc.
June 11, 2012
Page 2

 financial statements and related matters.  Please contact Ajay Koduri, Staff Attorney , at 202-551-
3310 or me at 202 -551-3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Kenneth R. Koch, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

June 1, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

 Re: Vringo,
                                                                                     Inc.

                                                                                     Amendment No. 1 to Registration Statement
                                                                                     on Form S-4

                                                                                     Filed May 17, 2012

                                                                                     File No. 333-180609

Ladies and Gentleman:

On behalf of Vringo, Inc. (the “Company”
or “Vringo”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-4 (File No. 333-180609),
initially filed with the Commission on April 6, 2012 and as previously amended by Amendment No. 1 to Registration Statement filed
with the Commission on May 17, 2012 (the “Registration Statement”). Set forth below are the Company’s
responses to the comments of the staff of the Commission’s Division of Corporation Finance (the “Staff”)
provided by letter (the “Comment Letter”) dated May 25, 2012 from Larry Spirgel, Assistant Director of the Division
of Corporation Finance. The responses are based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
by the Company and are numbered to correspond to the comments set forth in the Comment Letter, which for convenience, we have incorporated
into the response letter. Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure
in the Registration Statement set forth in the Amendment. Page numbers referred to in the responses below reference the applicable
pages of the Amendment.

Unaudited Pro Forma Consolidated Balance
Sheets, as of December 31, 2011, page 29

 1. Pro forma presentation should be based on the latest
balance sheet included in the filing. As such, please remove pro forma balance sheet information as of December 31, 2011 here
and throughout your filing.

Response: In response to the Staff’s
comment, the Company has removed the pro forma balance sheet information as of December 31, 2011 throughout the filing.

    Mintz,
                                                                                                                                                                                               Levin,
                                                                                                                                                                                               Cohn,
                                                                                                                                                                                               Ferris,
                                                                                                                                                                                               Glovsky
                                                                                                                                                                                               and
                                                                                                                                                                                               Popeo,
                                                                                                                                                                                               P.C.

BOSTON
                                                                                                                                                                                               |
                                                                                                                                                                                               WASHINGTON
                                                                                                                                                                                               |
                                                                                                                                                                                               NEW
                                                                                                                                                                                               YORK
                                                                                                                                                                                               |
                                                                                                                                                                                               STAMFORD
                                                                                                                                                                                               |
                                                                                                                                                                                               LOS
                                                                                                                                                                                               ANGELES
                                                                                                                                                                                               |
                                                                                                                                                                                               SAN
                                                                                                                                                                                               DIEGO
                                                                                                                                                                                               |
                                                                                                                                                                                               LONDON
                                                                                                                                                                                               |
                                                                                                                                                                                               SAN
                                                                                                                                                                                               FRANCISCO

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission
June 1, 2012
Page 2

 The combined company will require additional
capital to support its present business..., page 50

 2. We note your response to comment 4 from our letter
dated May 3, 2012 and related revised disclosure. We note from the third full paragraph on page 50 you are limited from incurring
indebtedness senior to Vringo preferred stock in excess of $6 million including the then outstanding principal amount of existing
Innovate/Protect indebtedness. Please revise to disclose the amount of indebtedness you may now incur.

Response: In accordance with the terms
and conditions of the Merger Agreement, the Company may not currently incur any indebtedness without the consent of Innovate/Protect
until the consummation of the Merger. Following the consummation of the Merger and in accordance with the Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock to be filed by the Company prior to the closing of the Merger, the
Company may not incur indebtedness senior to Vringo preferred stock in excess of $6 million including the then outstanding principal
amount of existing Innovate/Protect indebtedness. In response to the Staff’s comment, the Company has revised the disclosure
on pages 48, 91, 141 and 186 of the Amendment to clarify that Vringo cannot currently incur any indebtedness without the consent
of Innovate/Protect until the consummation of the Merger.

History of Events, page 68

 3. We note your disclosure at the bottom of page 69
and top of page 70. On January 9, 2012 Vringo appears to offer consideration worth about $19.2 million. On January 13, 2012 Mr.
Perlman appears to be agreeable to consideration worth at least $42 million. Please revise to explain the reason for the substantial
increase.

Response: The range was part of the
typical, low/high negotiation. Following Vringo’s opening offer, Innovate/Protect counter proposed during negotiations that
Vringo would issue 60 million shares, but ultimately, as previously disclosed, Innovate/Protect indicated that it would not be
able to engage in any offer that was not at a premium to Innovate/Protect’s most recent valuation of $42 million. The Company
has added disclosure on page 67 with respect to the foregoing.

 4. We note your disclosure on page 69 regarding the
January 4, 2012 board meeting regarding two alternative potential merger proposals. We note on January 19, 2012 Vringo’s
board concluded to proceed with the Innovate/Protect transaction and leave open other potential transactions. Please explain the
status of the two alternative proposals in more detail.

Response: In response to the Staff’s
comment, the Company has further explained the status of the two alternative proposals on pages 68, 69 and 71 of the Amendment.

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission
June 1, 2012
Page 3

 5. We note your disclosure on page 70 regarding a January
29, 2012 board meeting. Please disclose the additional capital raise that would have been required. Further, we note Vringo’s
board rejected the alternative proposal because it would not command the same valuation as the transaction with Innovate/Protect.
Please explain in more detail what you mean by “same valuation.” Disclose whether you were paying a greater amount
than the Innovate/Protect transaction for a smaller part of the combined company.

 Response: An additional capital
raise of at least $6 million would have been required prior to closing of the alternative proposal. Although the relative percentage
of Vringo ownership of the combined entity post-deal on a fully diluted basis was materially similar to the Innovate/Protect merger,
based on a number of comparable public companies, the Vringo board of directors concluded that the alternative proposal would
not be in the best interests of stockholders as the combined entity would not command the same valuation, i.e. number of
shares outstanding post-merger multiplied by share price, in the public markets as the transaction with Innovate/Protect. The
Company has added disclosure on page 69 with respect to the foregoing.

 6. We note your disclosure on page 73 regarding a February
23, 2012 board meeting. After the warrant holders exercised their warrants, you were approached by a number of third parties regarding
potential transactions. Please explain the status of these transactions as of February 23, 2012 and why the board rejected these
transactions and considered the merger with Innovate/Protect the best possible outcome.

Response: In response to the Staff’s
comment, the Company has added disclosure on page 71 of the Amendment to explain that Vringo’s management believed that the
alternative offers seemed less likely to close because one of the target companies required a significant amount of time to prepare
its financial statements in accordance with U.S. GAAP and the other target company would require too much additional outside capital
to give the transaction a reasonable change of closing. In addition, based on management’s preliminary analysis, none of
such alternatives provided more value to Vringo’s stockholders than the current offer from Innovate/Protect.

Opinion of Etico Capital to Vringo Board of Directors, page
76

 7. We note your response to comment 20 from our letter
dated May 3, 2012. Please disclose the capital budget.

Response: In response to the Staff’s
comment, the Company has disclosed on page 76 of the Amendment that the Company’s operating expenditure budget for 2012 was
approximately $4.22 million (consisted of $0.14 million for cost of revenue, $1.51 million for research and development, $0.93
million for marketing, and $1.64 million for general and administrative expenses).

Comparable Companies Analysis, page 79

 8. We note your response to comment 24 from our letter
dated May 3, 2012. However, because Vringo did not have positive EBITDA, earnings or book value, Etico Capital had to rely solely
on EV/Rev to determine an implied valuation range, so it is not clear how this method was not given more weight than the others.
We reissue our comment for an explanation of how Etico Capital considered the implied valuation provided by the Comparable Companies
Analysis in light of the wide valuation range. Further, disclose why 0.31x to 27.94x is a narrow range of multiples for EV/REV.

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission
June 1, 2012
Page 4

Response: In response to the Staff’s
comment, the Company has revised the second full paragraph on page 78 of the Amendment to read as follows by adding the following
sentence: “Despite the wide range of EV/Rev multiples used, the high end of the implied valuation range nevertheless supported
the fairness of the Merger consideration, from a financial point of view, to the holders of Vringo common stock.”

In addition, in stating “No individual method
was given more weight,” Etico Capital was referring to the Vringo comparable company analysis, rather than the EV/Rev analysis.
To avoid any confusion, the last two sentences in the second full paragraph on page 80 of the previous amendment have been deleted.

 9. We note your response to comment 25 from our letter
dated May 3, 2012. However, because Innovate/Protect did not have positive EBITDA, earnings or revenue, Etico Capital had to rely
solely on P/Book to determine an implied valuation range, so it is not clear how this method was not given more weight than the
others. We reissue our comment for an explanation of how Etico Capital considered the implied valuation provided by the Comparable
Companies Analysis in light of the wide valuation range. We note the revised disclosure states the valuation of Innovate/Protect
was within the middle of the range of $2.0 million and $287.0 million which is about $144.5 million. Please explain how this accords
with the consideration being paid to Innovate/Protect’s shareholders.

Response: As the multiples of Price/Book
of the comparable companies varied greatly, Etico Capital used the average of the Price/Book multiples of the ten comparable companies.
Accordingly, and in response to the Staff’s comment, the Company has amended t

May 25, 2012

Via E -mail
Andrew D. Perlman
Chief Executive Officer and President
Vringo, Inc.
44 W. 28th Street, Suite 1414
New York, New York 10001

Re: Vringo, Inc.
Amendment No. 1 to Form S -4
Filed May 17, 2012
  File No. 333-180609

Dear Mr. Perlman :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Unaudited Pro Forma Consolidated Balance Sheets, as of December 31, 2011, page 29

1. Pro forma presentation should be based on the latest balance sheet included in the filing.
As such, please remove pro forma balance sheet information as of December 31, 2011
here and throughout your filing.

The combined company will require additional capital to support its present business…, page 50

2. We note your response to comment 4 from our letter dated Ma y 3, 2012 and related
revised disclosure.  We note from the third full paragraph on page 50 you are limited
from incurring indebtedness senior to Vringo preferred stock in excess of $6 million
including the then outstanding principal amount of existing Inn ovate/Protect
indebtedness.  Please revise to disclose the amount of indebtedness you may now incur.

Andrew D. Perlman
Vringo, Inc.
May 25, 2012
Page 2

 History of Events, page 68

3. We note your disclosure at the bottom of page 69 and top of page 70.  On January 9,
2012 Vringo appears to offer considerati on worth about $19.2 million.  On January 13,
2012 Mr. Perlman appears to be agreeable to consideration worth at least $42 million.
Please revise to explain the reason for the substantial increase.

4. We note your disclosure on page 69 regarding the Janua ry 4, 2012 board meeting
regarding two alternative potential merger proposals.  We note on January 19, 2012
Vringo’s board concluded to proceed with the Innovate/Protect transaction and leave
open other potential transactions.  Please explain the status of  the two alternative
proposals in more detail.

5. We note your disclosure on page 70 regarding a January 29, 2012 board meeting.  Please
disclose the additional capital raise that would have been required.  Further, we note
Vringo’s  board rejected the alternative proposal because it would not command the same
valuation as the transaction with Innovate/Protect.  Please explain in more detail what
you mean by “same valuation.”  Disclose whether you were paying a greater amount than
the Innovate/Protect transaction for a smaller part of the combined company.

6. We note your disclosure on page 73 regarding a February 23, 2012 board meeting.  After
the warrant holders exercised their warrants, you were approached by a number of third
partie s regarding potential transactions.  Please explain the status of these transactions as
of February 23, 2012 and why the board rejected these transactions and considered the
merger with Innovate/Protect the best possible outcome.

Opinion of Etico Capita l to Vringo Board of Directors, page 76

7. We note your response to comment 20 from our letter dated May 3, 2012.  Please
disclose the capital budget.

Comparable Companies Analysis, page 79

8. We note your response to comment 24 from our letter dated May 3,  2012.  However,
because Vringo did not have positive EBITDA, earnings or book value, Etico Capital had
to rely solely on EV/Rev to determine an implied valuation range, so it is not clear how
this method was not given more weight than the others.  We reis sue our comment for an
explanation of how Etico Capital considered the implied valuation provided by the
Comparable Companies Analysis in light of the wide valuation range.  Further, disclose
why 0.31x to 27.94x is a narrow range of multiples for EV/REV.

9. We note your response to comment 25 from our letter dated May 3, 2012.  However,
because Innovate/Protect did not have positive EBITDA, earnings or revenue, Etico
Capital had to rely solely on P/Book to determine an implied valuation range, so it is not

Andrew D. Perlman
Vringo, Inc.
May 25, 2012
Page 3

 clear how this method was not given more weight than the others.  We reissue our
comment for an explanation of how Etico Capital considered the implied valuation
provided by the Comparable Companies Analysis in light of the wide valuation range.
We note t he revised disclosure states the valuation of Innovate/Protect was within the
middle of the range of $2.0 million and $287.0 million which is about $144.5 million.
Please explain how this accords with the consideration being paid to Innnovate/Protect’s
shareholders.

Preliminary Purchase Price Allocation as of March 31, 2012, page 188

10. We note your response to comment 44 from our letter dated May 3, 2012.  As initially
requested, please clearly explain to readers the nature of the technology asset(s) that  you
have identified.  Furthermore, we continue to question why the value assigned to
acquired technology varies based upon changes in Vringo’s stock price.  The fair value of
an acquired asset, as defined within ASC 805 -20-20, should not be affected by th e total
value of the purchase consideration to be paid in a business combination .  Revise your
allocation of the Vringo purchase price to record all identifiable intangible assets at their
acquisition date fair value.  Any remaining residual value, once al l identifiable assets and
liabilities have been recorded at their respective fair values, should be recorded as
goodwill.

Note 5 — Stockholders’ Equity, page F -16

11. Please provide a table showing  the changes in your balance of outstanding options and
warrants to include weighted average exercise price as well as price range, for each
balance presented.

You may contact Kenya Gumbs, Staff Accountant, at 202 -551-3373 or Robert Littlepage,
Accounting  Branch Chief, at 202 -551-3361  if you have questions regarding comments on the
financial statements and related matters.  Please contact Ajay Koduri, Staff Attorney , at 202-551-
3310 or me at 202 -551-3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry S pirgel
Assistant Director

cc: Via E -mail
 Kenneth R. Koch, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

May 17, 2012

Via EDGAR and by Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

    Re:
    Vringo, Inc.

    Registration Statement on Form S-4

    Filed April 6, 2012

    File No. 333-180609

Ladies and Gentleman:

On behalf of Vringo, Inc. (the “Company”
or “Vringo”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-4 (File No. 333-180609),
initially filed with the Commission on April 6, 2012 (the “Registration Statement”). Set forth below are the
Company’s responses to the comments of the staff of the Commission’s Division of Corporation Finance (the “Staff”)
provided by letter (the “Comment Letter”) dated May 3, 2012 from Larry Spirgel, Assistant Director of the Division
of Corporation Finance. The responses are based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
by the Company and are numbered to correspond to the comments set forth in the Comment Letter, which for convenience, we have incorporated
into the response letter. Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure
in the Registration Statement set forth in the Amendment. Page numbers referred to in the responses below reference the applicable
pages of the Amendment.

General

 1. We note you have blanks throughout your proxy statement/prospectus.
Please fill in these blanks (you may bracket any information that may change).

Response: In response to the Staff’s
comment, the Company has filled in the blanks throughout the Amendment to the extent practicable. The remaining blanks will be
filled in prior to effectiveness of the Registration Statement and as soon as practicable following the Company’s determination
of (i) dates relating to the mailing of the proxy statement/ prospectus and the annual meeting and (ii) the identity of the Company’s
proxy solicitation firm.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | San Diego | London | San Francisco

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 2

Market Price Data and Dividend Information, page 32

 2. We note your table on page 34 shows the ownership of the company after the completion of the Merger. Please add a column
that shows each owner’s total voting power with respect to the company’s capital stock.

Response: In response to the Staff’s
comment, the Company has added additional columns to represent the number of total voting power held by each owner with respect
to the Company’s capital stock and the percentage of the voting power of each class. Please refer to pages 40 and 182 of
the Amendment.

Vringo may not realize the potential value and benefits created
by the Merger, page 42

 3. We note your risk of losing certain sales and customers after the Merger in the third bullet point. Please clarify whether
this is a general risk or if there are specific material customers that you anticipate losing as a result of the merger.

Response: The risk of losing certain
sales and customers after the Merger is general and currently the Company is not aware of any specific material customer who would
terminate or is considering termination of its relationship with the Company as a result of the Merger. Therefore, and in response
to the Staff’s comment, the Company has revised the disclosure in the third bullet point on page 48 of the Amendment to clarify
that integrating the operations of Innovate/Protect’s business could include potential lost sales and customers if any customer
of Vringo decides not to do business with Vringo after the Merger. The Company also refers the Staff to the risk factor on page
44 of the Amendment which discusses the risk of potential adverse effects relating to the announcement and the pendency of the
Merger.

The combined company will require additional capital to support
its present business..., page 44

 4. We note you have sufficient funds for the combined company until the fourth quarter of 2012. Please specify the amount of
these funds and, further, specify the amount of funds you will need for 12 months after the fourth quarter of 2012 to meet your
liquidity requirements. Please also revise other appropriate places of your proxy statement/prospectus such the third risk factor
on page 46.

Response: As of March 31, 2012, the
cash and cash equivalent balance of Vringo and Innovate/Protect was $3.6 million and $4.0 million, respectively. Based on current
operating plans, additional resources that may be required for the continuation of Vringo’s operations approximates $0.9
million and $4.4 million, for the twelve month periods ending March 31, 2013 and March 31, 2014, respectively. Additional resources
that may be required for the continuation of the combined post-Merger operations approximate $4.3 million and $11.8 million, for
the twelve month periods ending March 31, 2013 and March 31, 2014, respectively. These estimates include a projected $0.7 million
cash outflow for merger and integration costs relating to the Innovate/Protect combination, specifically for legal, accounting
and exchange fees, as well as an expected increase in D&O insurance. Accordingly, the Company has revised the disclosure on
pages 50, 53, 142 (with respect to Vringo) and 161 (with respect to Innovate/Protect) of the Amendment.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 3

The combined company’s business and financial condition
could be constrained..., page 44

 5. We note that Hudson Bay may call $2 million of the note for payment at the Effective Date of the merger and that the loan
will be secured by all of the Company’s tangible and intangible property. Discuss the Company’s ability to make the
$2 million payment if called at that time and the risk that such property could be sold to satisfy this debt.

Response: If the Merger is consummated,
the amended and restated note will mature on June 22, 2013 and the right of redemption will be amended to provide that, from and
after the date upon which (i) Vringo and its subsidiaries has more than $15,000,000 in the aggregate of cash and cash equivalents,
Hudson Bay may require Vringo to redeem up to 50% of the outstanding principal amount of the note, (ii) Vringo and its subsidiaries
has more than $20,000,000 in the aggregate of cash and cash equivalents, Hudson Bay may require Vringo to redeem up to 100% of
the outstanding principal of the Note, (iii) Vringo and its subsidiaries receives proceeds in excess of $500,000 in the aggregate
from the issuance of any equity or indebtedness, Hudson Bay may require Vringo to redeem the outstanding principal under the note
in an amount equal to up to 20% of the proceeds of the issuance of any such equity or indebtedness. In addition, the amended and
restated note shall provide that in the event of a change of control, Hudson Bay may require Vringo to redeem all or any portion
of the note at a price equal to 125% of the amount redeemed. The Company has added disclosure on pages 5, 50-51, 154, 159-160 and
162 of the Amendment to describe the foregoing.

Material weaknesses may exist when the company reports on
the effectiveness of its internal control over financial reporting for purposes of its reporting requirements, page 45

 6. Clarify that the combined company will be required to provide management’s report on internal control over financial
reporting in its 2012 Form 10-K.

Response: In response to the Staff’s
comment, the Company has revised the risk factor on page 51 of the Amendment to state that the combined company will be required
to provide management’s report on internal control over financial reporting in its Annual Report on Form 10-K for the year
ended December 31, 2012.

The exercise of a substantial number of warrants or options
by Vringo’s security holders..., page 46

 7. You disclose that certain options will have accelerated vesting if certain market conditions are met. Please disclose these
conditions.

Response: In response to the Staff’s
comment, the Company has disclosed on page 53 of the Amendment that the vesting of certain outstanding options will accelerate
if Vringo common stock reaches certain price or market capitalization targets for 20 of 30 consecutive trading days, as follows:
(i) 50% acceleration if either the price of Vringo common stock is at least $5 or Vringo’s market capitalization is at least
$250,000,000; (ii) 75% acceleration if either the price of Vringo common stock is at least $10 or Vringo’s market capitalization
is $500,000,000 or more; and (iii) 100% acceleration if either the price of Vringo common stock is at least $20 or Vringo’s
market capitalization is at least $1,000,000,000.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 4

If Vringo is unable to enter into or maintain distribution
arrangements with major mobile carriers, page 49

 8. Please disclose the names of the major mobile carriers and your other partners.

Response: In response to the Staff’s
comment, the Company has disclosed on page 56 of the Amendment the identity of the major mobile carriers with whom Vringo has existing
distribution arrangements.

Vringo may not be able to continue
to maintain its application on all of the operating systems..., page 50

 9. Please disclose the percentage of your business that operates on the Windows Mobile, Blackberry, and Android operating systems.

Response:
In response to the Staff’s comment, the Company has disclosed on page 57 of the Amendment that the applications on each of
Windows Mobile, Blackberry, and Android operating system represent less than 5% of the total subscribers to the Company’s
video ringtone platform. In addition, the Company has emphasized that its FacetonesTM platform, which represents less
than 5% of the Company’s revenue for the three months ended March 31, 2012, is heavily reliant on Android operating system
users with over 96% of the Company’s FacetonesTM users utilizing the Android operating system.

Vringo’s FacetonesTM application depends
upon Vringo’s continued access to Facebook® photos, page 51

 10. Please disclose the percentage of your business based on FacetonesTM. File this agreement as an exhibit to the
registration statement.

Response: In response to the Staff’s
comment, the Company has disclosed on page 57 of the Amendment that FacetonesTM represented less than 5% of the Company’s
revenue for the three months ended March 31, 2012. The Company has added the agreement relating to FacetonesTM as an
exhibit to the Registration Statement by way of incorporation by reference from the Company’s Quarterly Report in Form 10-Q
filed on May 15, 2012.

Innovate/Protect has commenced legal proceedings against
owners of certain online search engines..., page 54

 11. We note you disclose that Innovate/Protect’s legal fees and other expenses will be material and negatively impact
its financial condition and results of operations. Please disclose your estimated fees for the short-term (the next 12 months)
and long-term (the subsequent 12 months). Revise other appropriate places of your proxy statement/prospectus.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 5

Response: Innovate/Protect estimates
its legal fees to be approximately $275,000 in April, $775,000 in May, $275,000 for each of June, July, August and September, and
$750,000 in October 2012. The elevated amount in May relates to fees associated with the preparation of the case, and the elevated
amount in October relates to fees estimated with the trial, which is scheduled for October. Therefore, the total amount budgeted
for legal fees for the April to October period is $2.9 million. Expenses thereafter are dependent on the outcome of the litigation,
and are therefore difficult to estimate. In the event that the case is appealed, legal fees over the course of the next 18 months
are estimated to be $100,000 per month. In addition, third-party expenses associated with the litigation are estimated to be approximately
$140,000 per month from April to October, or $980,000 for the April to October period. Therefore, the total amount budgeted for
legal fees and third-party expenses associated with the litigation are estimated to be $3.88 million. Accordingly, the Company
has revised the disclosure on pages 61 and 158 of the Amendment.

Background of the Merger, page
61

 12. We note you disclose the negotiations between Vringo and Innovate/Protect from pages 61 to 64. However, your disclosure
does not discuss or present the negotiations on price and consideration. Please revise your negotiation section to address your
negotiations with respect to price.

Response: In response to the Staff’s
comment, the Company has revised the “Background of the Merger — History of Events” section on pages 68 to 75
of the Amendment to address negotiations with respect to price and consideration.

 13. From the bottom of page 61, we note Mr. Gerber is the CEO of Hudson Bay Capital (the controlling shareholder of Innovate/Protect)
and is also a Vringo stockholder. With a view towards revised disclosure, please explain the extent of his holdings in, and prior
relationship with, Vringo. We note that he is not listed as a beneficial owner of Vringo, and it is not clear from your current
disclosure whether his stock ownership in Vringo provided him access to Mr. Engelman.

Response: Messrs. Gerber and Mr. Engelman
are acquaintances for several years based on their residence in the same community. Mr. Gerber originally became a Vringo stockholder
through his pension plan prior to Vringo’s initial public offering, at the suggestion of then Chief Executive Officer, Jonathan
Medved, with whom Mr. Gerber was acquainted socially. Mr. Gerber, through his pension plan, initially acquired 28,748 shares of
Vringo common stock and has not engaged in any personal transactions in Vringo common stock since then. Given the relatively nominal
size of his pension plan's ownership in Vringo stock, we do not believe that such ownership was instrumental in providing Mr. Gerber
with access to Mr. Engelman. These shares represent approximately 0.2% of Vringo’s outstanding common stock as of May 14,
2012, therefore, Mr. Gerber is not listed as a beneficial owner of Vringo. The Company has added disclosure on page 68 of the Amendment
with respect to the foregoing.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Securities and Exchange Commission

May 17, 2012

Page 6

 14. We note from the first full paragraph on page 62 that Vringo’s directors held a call and discussed a number of potential
merger scenarios. Please provide more detail on these scenarios and explain why the board authorized Mr. Perlman to negotiate with
Innovate/Protect. Also, disclose whether the board authorized Mr. Perlman to negotiate exclusively with Innovate/Protect.

Response: In addition to Innovate/Protect,
the Company considered five potential merger scenarios. The Vringo board of directors considered two of these potential scenarios
to be serious proposals. Both of these potential proposals were in relation to operating companies, one company primarily supplies
infrastructure to mobile operators and the other is a mobile content and mobile social network company. Under each of the scenario
alternatives, the Vringo

May 3, 2012
 Via E-mail

Andrew D. Perlman Chief Executive Officer and President Vringo, Inc. 44 W. 28th Street, Suite 1414 New York, New York 10001
Re: Vringo, Inc.
Registration Statement on Form S-4 Filed April 6, 2012
  File No. 333-180609

Dear Mr. Perlman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

 1. We note you have blanks throughout your proxy statement/prospectus.  Please fill in
these blanks (you may bracket any in formation that may change).
 Market Price Data and Dividend Information, page 32

 2. We note your table on page 34 shows the owne rship of the company after the completion
of the Merger.  Please add a column that shows each owner’s tota l voting power with
respect to the company’s capital stock.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 2

 Vringo may not realize the potential value a nd benefits created by the Merger, page 42

 3. We note your risk of losing certain sales a nd customers after the Merger in the third
bullet point.  Please clarify whether this is a ge neral risk or if there are specific material
customers that you anticipate losi ng as a result of the merger.
 The combined company will require additional capital to support its present business…, page 44

 4. We note you have sufficient funds for the combined company until the fourth quarter of
2012.  Please specify the amount of these funds and, further, specify the amount of funds
you will need for 12 months after the fourth  quarter of 2012 to meet your liquidity
requirements.  Please also revise other appropriate places of your proxy
statement/prospectus such the th ird risk factor on page 46.

The combined company’s business and financ ial condition could be constrained…, page 44

 5. We note that Hudson Bay may call $2 million of the note for payment at the Effective
Date of the merger and that the loan will be  secured by all of the Company’s tangible and
intangible property.  Discuss the Company’s ability to make the $2 million payment if called at that time and the risk that such pr operty could be sold to satisfy this debt.

Material weaknesses may exist when the company reports on the effectiveness of its internal
control over financial reporting for purpos es of its reporting requirements, page 45

6. Clarify that the combined company will be required to provide management’s report on
internal control over financial re porting in its 2012 Form 10-K.

The exercise of a substantial num ber of warrants or options by Vringo’s security holders…, page
46
 7. You disclose that certain options will ha ve accelerated vesting if certain market
conditions are met.  Please disclose these conditions.
 If Vringo is unable to enter in to or maintain distribution a rrangements with major mobile
carriers, page 49
 8. Please disclose the names of the major m obile carriers and your other partners.

Vringo may not be able to continue to maintain  its application on all of the operating systems…,
page 50
 9. Please disclose the percentage of your bus iness that operates on the Windows Mobile,
Blackberry, and Android operating systems.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 3

 Vringo’s Facetones™ application depends upon  Vringo’s continued access to Facebook®
photos, page 51
 10. Please disclose the percentage of your business based on Facet ones™.  File this
agreement as an exhibit to the registration statement.
 Innovate/Protect has commenced legal proceedings  against owners of certain online search
engines…, page 54
 11. We note you disclose that Innovate/Protect’s  legal fees and other expenses will be
material and negatively impact its financial condition and results of operations.  Please
disclose your estimated fees for the short-te rm (the next 12 months) and long-term (the
subsequent 12 months).  Revise ot her appropriate places of your proxy
statement/prospectus.
 Background of the Merger, page 61

 12. We note you disclose the negotiations between  Vringo and Innovate/Protect from pages
61 to 64.  However, your disclosure does not discuss or present the negotiations on price
and consideration.  Please revise your negotia tion section to addr ess your negotiations
with respect to price.

13. From the bottom of page 61, we note Mr. Gerb er is the CEO of Hudson Bay Capital (the
controlling shareholder of Innovate/Protect) a nd is also a Vringo stockholder.  With a
view towards revised disclosure, please expl ain the extent of his holdings in, and prior
relationship with, Vringo.  We note that he is not listed as a beneficial owner of Vringo,
and it is not clear from your current disclosure whether hi s stock ownership in Vringo
provided him access to Mr. Engelman.
 14. We note from the first full paragraph on page 62 that Vringo’s directors held a call and
discussed a number of potential merger scen arios.  Please provide more detail on these
scenarios and explain why the board aut horized Mr. Perlman to negotiate with
Innovate/Protect.  Also, disclose whether the board authorized Mr. Perlman to negotiate
exclusively with Innovate/Protect.

15. We note the disclosure in th e third full paragraph on page  62.  Please explain what you
mean by headline terms and disclose these term s.  Also further describe the comments
and additional points that  were to be negotiated.

16. Similarly we note your disclosure in the f ourth to ninth paragraph on page 62.  Please
revise to provide more fulsome disclosure  on your negotiations between January 10 and
January 23, 2012.  For instance:

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 4

  Explain the deal points desc ribed in the fourth full pa ragraph and the material
terms in the term sheets,
 Disclose whether Mr. Berger negotiated fo r a specific premium or range that was
above Innovate/Protect’s most recent valuation,
 Disclose what you mean by top line deal terms in the fifth full paragraph and
disclose these terms,
 Describe in more detail th e other strategic alternatives  considered by the board in
the seventh full paragraph, and
 Describe in more detail the outsta nding items mentioned in the ninth full
paragraph.
 17. In addition we note your disclosure on page 63.  Please revise to provide more fulsome
disclosure on your negotiations.  In specific:
 Explain in more detail the additional strate gic alternatives considered in the first
full paragraph,
 Disclose the details of the teleconfer ence with KPMG held on January 31, 2012,
 Describe in more detail the alternatives  that had become available on February 10,
2012 after Vringo increased its cash position,
 Clarify how you terminated and re-engaged  in merger discussions.  It appears
Vringo terminated discussions on February  6, 2012 but, a week later, on February
13, it appears Josh Wolff on behalf of  Vringo met with Mr. Lang, and
 Explain how the new draft term sheet produced from the February 15, 2012
meeting was different from the most recen t term sheet prior to termination and
explain the negotiations that  transformed this new draft term sheet into the non-
binding term sheet produced by February 18, 2012.
 18. We also note disclosure regard ing your negotiations on page 64.  As noted above, please
provide more fulsome disc losure.  In specific:

 Explain the additional con cerns discussed on February  21, 2012, the strategies
discussed on February 21, 2012, and w hy the board approved the terms on
February 23, 2012,
 Explain why Innovate/Protect’s board formed an independent committee on
February 23, 2012,
 Explain the material is sues negotiated over between February 24 and 28, 2012,
the material discussions on February  29, March 5, and March 7, 2012, and the
outstanding issues discussed on March 8, 2012 and March 12, 2012.

Disclose, as noted above, whether there were nego tiations on price between
February 23, 2012 and March 12, 2012.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 5

 Recommendations of the Vringo Board of Direct ors and its Reasons for the Merger, page 65

 19. We note the positive factors considered by th e Vringo board to approve the Merger.
Please elaborate on (i) why the combination with Innovate/Protect would create more
value for Vringo stockholders in the long-term  than Vringo could cr eate as a stand-alone
business, (ii) what were the st rategic alternatives considered to the Merger, (iii) Vringo’s
short- and long-term performance as a st and-alone company, and (iv) the closing
condition with respect to the Litigation.
 Opinion of Etico Capital to the Vr ingo Board of Directors, page 66

 20. We note your disclosure in the second to la st paragraph on page 67.  Please explain why
no forecasts or projections were supplied to  Etico and how this might affect Etico’s
opinion.  Tell us whether any forecasts or proj ections regarding Vri ngo were provided to
Innovate/Protect’s management or significant shareholders.
 21. Similarly please explain why you did not valu e Innovate/Protect’s Patents or did not
account for the success of the Litigation and how these actions might affect Etico’s opinion.

22. Given that Vringo and Innovate/P rotect will continue as a combined entity, explain why
you evaluated each company only on a standalone basis.

Comparable Companies Analysis, page 69

 23. Given Vringo’s small size and developing ope rations, please explain why Etico selected
public companies competing in the mobile so lutions industry with enterprise values
between $3.3 million and $901.0 million.
24. We note Vringo’s implied valuation based on th e Comparable Company Analysis is from
$230,000 to $20.7 million.  In light of this broad range of value, please expand to explain how Vringo’s board used and considered the implied valuation provided by the
Comparable Company Analysis to approve  the Merger and conclude the Merger
consideration was fair to its shareholders.  Further explain how Etico used this implied
valuation to conclude the Merger consider ation was fair to Vringo stockholders.

Innovate/Protect Valuation, page 70

25. From the middle of page 71, we note Innovate /Protect had an implied valuation of
between $2.0 million and $287 million based on the Comparable Companies Analysis.  Please revise to explain how Vringo’s board us ed and considered this implied valuation
to approve the Merger and concl ude the Merger consideration wa s fair to its shareholders.
Further explain how Etico used this imp lied valuation to conclude the Merger
consideration was fair to  Vringo stockholders.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 6

 Miscellaneous, page 72

 26. We note your disclosure at the top of pa ge 73 regarding the relationship between a
principal of Etico and a general partner of Vringo who is also a stockholder of
Innovate/Protect.  Please name these pers ons and specify their relationship.
 Material U.S. Federal Income Tax C onsequences of the Merger, page 77

 27. Whether the Merger will qualify as a “reorg anization” within the meaning of Section
368(a) of the tax code to obtai n certain tax-free treatment is a material federal income tax
consequence to Innovate/Protect investors.  Please provide a tax opini on of counsel as to
the tax treatment of the merger as an exhibit to the registration statement.

The Merger Agreement, page 80

 28. We note your disclosure in the second full pa ragraph on page 80 that the representations,
warranties, and covenants in the merger agr eement have been made only for the purpose
of the merger agreement and ar e intended solely for the benef it of the parties, and that
security holders are not third-party benefici aries under the merger agreement and do not
have any direct rights or reme dies pursuant thereto.  Please re vise to remove any potential
implication that the merger agreement doe s not constitute public disclosure under the
federal securities laws.

29. We note your disclosure that informati on concerning the subject matter of the
representations and warranties may have cha nged since the date of the merger agreement
or may change in the future and these changes may not be fully reflected in the public disclosures made by Vringo and/or Innovate /Protect.  Please be advised that,
notwithstanding the inclusion of  a general disclaimer, you are responsible for considering
whether any additional specific disclosures of  material information regarding material
contractual provisions are re quired to make the statem ents included in the proxy
statement/prospectus not misleading.

30. We also note your disclosure at the bottom of page 81 regarding a limitation on Vringo’s
ability to incur indebtedness that is senior to  Vringo’s preferred stoc k.  Please include this
disclosure in other appropri ate places of the proxy statement/prospectus such as the
Liquidity section and discuss the effects of this limitation.

31. The bottom of page 87 and top of page 88 di scloses a letter agreement between Vringo
and Hudson Bay that is a closing condition to the Merger.  This agreement provides
Hudson Bay with the right to participate in up to 25% of certain offerings conducted by
Vringo.  Please elaborate and revise  appropriate sections of the proxy
statement/prospectus to explain how this affects your access to capital and capital
resources.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 7

 Vringo Proposal No. 2…, page 98

 32. We note your disclosure on page 100 under “Eff ects of the Reverse Stock Split.”  Please
revise to explain the potential antitakeove r effects of proportionally increasing your
authorized shares after the reverse stock split.
 Vringo Proposal No. 3…, page 104

 33. This proposal requests shareholder approval to  increase the number of  authorized shares
of Vringo common stock from 28,000,000 up to a maximum of 150,000,000.  Please
disclose the dilutive and antitakeover effect s of such amendment; and that shareholder
approval, unless required, will not be sought fo r future issuances after the increase in
authorized.  We note simila r disclosure in the second full paragraph on page 100.
 Overview, page 119

 34. Please discuss how the merger will affect the cu rrent operations of the Company.  In this
regard, we note that Innovate/Protect’s t echnology is not inte grated into Vringo’s
ringtone products.  If the me rger is consummated, indicate whether management expects
to continue to monetize its current technology.

Liquidity and Capital Resources, page 127

 35. Please revise to estimate the amount of funds you will need in the short-term (over the
next 12 months) and in the long-term (in th e subsequent 12 months) to help you meet
your liquidity requirements.  In your estimat e please describe a nd account for funds you
will need to consummate and integrate Innovate/Protect into your business.
 Innovate/Protect’s Init ial Litigation, page 134

 36. We note your disclosure at the top of page 135 regarding the Markman  process.  Please
revise to explain in more detail how th is process works and how it applies to your
Patents.

Relationship with Hudson Bay Master Fund Ltd., page 136

37. We note from the last paragraph on page  136 that you have en tered into a letter
agreement with Hudson Bay where you will amend and restate the Note if the Merger is
consummated.  Please provide more details on how the Note will be amended and restated.

Andrew D. Perlman Vringo, Inc.  May 3, 2012 Page 8

 Liquidity and Capital Resources, page 142

 38. Please disclose your budg

CORRESP
1
filename1.htm

Underwriters Acceleration Letter

 MAXIM GROUP LLC

405 Lexington Avenue,
2nd Floor

New York, NY 10174

                            June 18, 2010

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attention:
Mr.   Larry Spirgel, Esq.

Re:
Vringo, Inc.

Registration Statement on Form S-1 originally filed January 29, 2010 and

amended on March 29, 2010, April 15, 2010, May 18, 2010 and June 3, 2010

(File No. 333-164575) (the “Registration Statement”)

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of Vringo, Inc. that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective
on Monday, June 21, 2010, at 4:30 p.m., EST, or as soon thereafter as practicable. This letter supersedes the undersigned’s earlier request filed on June 16, 2010.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act, please be advised that the preliminary
prospectus, dated May 18, 2010, and the free writing prospectus, dated June 15, 2010, in connection with the Registration Statement were distributed approximately as follows:

 Underwriters and dealers

1,305

 Institutional investors

383

 Individuals and corporations

350

 Total

2,038

 The
undersigned advises that it complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Any questions should be addressed to Jeffrey P. Schultz, at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 935-3000.

 Securities and Exchange Commission

June 18, 2010

 Page 2

Very truly yours,

MAXIM GROUP LLC

By:

 /s/ Clifford A. Teller

Name:

Clifford A. Teller

Title:

Executive Managing Director

CORRESP
1
filename1.htm

SEC Acceleration Letter

 VRINGO, INC.

18 East 16th Street, 7th Floor

New York, New York 10003

            June 18, 2010

 VIA EDGAR

United States Securities and Exchange Commission

Mail Stop 4720

 Washington, D.C. 20549

 Attn:   John Harrington, Esq.

Re:
Vringo, Inc.

Registration Statement on Form S-1, as amended

File
No. 333-164575

Dear Sir:

 Pursuant to Rule
461 under the Securities Act of 1933, as amended, Vringo, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Monday,
June 21, 2010, or as soon as thereafter practicable. This letter supersedes the Company’s earlier request for acceleration, which request was submitted on June 16, 2010.

Please note that we acknowledge the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Very truly yours,

/s/ Andrew Perlman

Andrew Perlman

President

CORRESP
1
filename1.htm

SEC Acceleration Letter

 MAXIM GROUP LLC

405 Lexington Avenue,
2nd Floor

New York, NY 10174

                            June 16, 2010

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attention: Mr. Larry
Spirgel, Esq.

Re:
Vringo, Inc.

Registration Statement on Form S-1 originally filed January 29, 2010 and

amended on March 29, 2010, April 15, 2010, May 18, 2010 and June 3, 2010

(File No. 333-164575) (the “Registration Statement”)

Dear Mr. Spirgel:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of Vringo, Inc. that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective
on Thursday, June 17, 2010, at 4:30 p.m., EST, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations promulgated under the Securities Act, please be advised that the preliminary prospectus, dated May 18, 2010, and the free writing prospectus, dated June 15, 2010, in connection with the Registration Statement were
distributed approximately as follows:

 Underwriters and dealers

1,305

 Institutional investors

383

 Individuals and corporations

350

 Total

2,038

 The
undersigned advises that it complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Any questions should be addressed to Jeffrey P. Schultz, at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 935-3000.

 Securities and Exchange Commission

June 16, 2010

 Page 2

Very truly yours,

MAXIM GROUP LLC

By:

 /s/ Clifford A. Teller

Name: Clifford A. Teller

Title:   Executive Managing Director

CORRESP
1
filename1.htm

SEC Acceleration Letter

 VRINGO, INC.

18 East 16th Street, 7th Floor

New York, New York 10003

June 16, 2010

VIA EDGAR

 United States
Securities and Exchange Commission

 Mail Stop 4720

Washington, D.C. 20549

 Attn: John Harrington,
Esq.

Re:
Vringo, Inc.

Registration Statement on Form 8-A

NYSE Amex

File
No. 333-164575

 Dear Sir:

Vringo, Inc., a Delaware corporation (the “Registrant”) pursuant to Rule 12(d) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), hereby requests acceleration, simultaneously with the effectiveness of the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-164575), of the effective date of the
above referenced Registration Statement on Form 8-A filed by the Registrant on June 16, 2010, seeking registration under Section 12(b) of the Exchange Act of (i) the Registrant’s Common Stock, $.0001 par value, (ii) the
Registrant’s Common Stock Purchase Warrants and (iii) the Registrant’s Units (comprised of one share of Common Stock and one Common Stock Purchase Warrant). The Common Stock, the Common Stock Purchase Warrants and the Units will trade
on the NYSE Amex.

 If you have any questions or comments, please feel free to contact me at your earliest convenience.

Very truly yours,

/s/ Jonathan Medved

Jonathan Medved

Chief Executive Officer

CORRESP
1
filename1.htm

SEC Acceleration Letter

 VRINGO, INC.

18 East 16th Street, 7th Floor

New York, New York 10003

            June 16, 2010

 VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Mail Stop 4720

 Washington, D.C. 20549

 Attn:   John Harrington, Esq.

Re:
Vringo, Inc.

Registration Statement on Form S-1, as amended

File
No. 333-164575

 Dear Sir:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vringo, Inc. (the “Company”) hereby requests acceleration of
effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. on Thursday, June 17, 2010, or as soon as thereafter practicable.

Please note that we acknowledge the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Very truly yours,

/s/ Jonathan Medved

Jonathan Medved

Chief Executive Officer

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

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720          February 25, 2010  Jonathan Medved Chief Executive Officer Vringo, Inc. 18 East 16
th Street, 7th Floor
New York, NY 10003
 Re: Vringo, Inc.
  Registration Statement on Form S-1
  Filed January 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 documents 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.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note a number of blank spaces thr oughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as the anticipated price range information.  Pleas e include this disclosure as soon as
practicable.  Note that we may have additional comments once you have provided
this disclosure.  Therefore, allow us sufficient time to review your complete
disclosure prior to any distribut ion of preliminary prospectuses.
 2. As soon as practicable, please furnish to us a statement as to whether or not the amount of compensation to be allowed or  paid to the underwriter(s) has been

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 2

cleared with FINRA.  Prior to the effec tiveness of this registration statement,
please provide us with a copy of the letter or a call from FINRA informing us that
FINRA has no additional concerns.

3. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.  Please note that any comments on your
confidential treatment re quest with respect to Exhibits 10.6, 10.7, 10.8 and 10.9
will follow under a separate cover.
 Prospectus Cover Page

 4. Please disclose the unit purchase option to be granted to the underwriter on the
prospectus cover page.
 Table of Contents Page

 5. We note your disclose in the second para graph following the table of contents
regarding statistical data, market data and other i ndustry data and forecasts.  As
you are responsible for the accuracy a nd completeness of your prospectus
disclosure, remove your statement that “w e do not make any representation as to
the accuracy of the information.”
 Prospectus Summary, page 1

 Our Business, page 1

 6. We note several references in the summary  and elsewhere in the prospectus to
third-party market research.  For exampl e, we note references to Multimedia
Intelligence, Juniper Research, Ipsos MediaCT and Pyramid Research.  These are just examples.  Please provide us marked copies of such research, clearly cross-
referencing a statement with  the underlying factual support.  Confirm for us that
these documents are publicly available.  To  the extent that any of these reports
have been specifically prepared for this f iling, file a consent from the party.  Also
provide us with copies of the Washingt on Post and New York Times Supplement
references in Mr. Medved’s biography.
 7. We note you disclose data regarding various mobile markets.  Please clarify that your market is a subset of these market s and disclose any data regarding your
markets (i.e., video ringtones, and the markets in Turkey, Malaysia, Armenia and the United Arab Emirates).
 8. Disclose at the beginning of your summary section that you are a development stage company, have generated only $36,000 in revenues since inception (which

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 3

consisted of a one time setup fee and monthly revenue guarantees from your
carrier partner in Armenia in the third quarter of 2009), have a history of losses
since inception (quantifying th e losses for the last fiscal  year and most recent
interim period) and that your auditors  have provided a going concern opinion
(explaining what this means).

9. Where you disclose that you have filed 23 pa tent applications, also disclose that
no patents have been issued.
 10. We note that you disclose total subscriber numbers for the four mobile carriers that are currently offering your commercial  service.  Please disclose the number
of such subscribers that that have actu ally subscribed to your product to date.
Also disclose when you launched commercial service with  these carriers.
 11. Please disclose the basis for your belief that your library of over 4,000 video ringtones is one of th e largest in the world.
 The Offering, page 9

 12. Please also disclose the exercise prices, or  a weighted average exercise price, for
the 788,010 additional warrants issued in c onnection with the bridge financing
with exercise prices ranging from $0.01 to $3.75.
 13. Your disclosure appears to reflect th e expiration of 1,201,471 warrants issued in
connection with Series B Financing ba sed upon the assumption of the successful
completion of an equity fundraise of at  least $10 million.  Please revise your
disclosure on page 10 to disclose this assumption.
 Risk Factors, page 12

We are a development stage company with no significant sources of income…, page 12
 14. Please highlight your auditors’ going concer n opinions in this risk factor caption
as well as the fact that th e continuation of your busine ss is dependent upon raising
additional financing.

We have not been subject to Sarban es-Oxley regulations . . ., page 15

 15. We note your disclosure that you will be required to include a management
assessment of internal controls over fina ncial reporting in your annual report for
your fiscal year ending December 31, 2011.  However, you also disclose that “in
the following year” you will be required to include an auditor attestation.  Please
refer to Regulation S-K Item 308T and re vise to indicate that the auditor
attestation will also be re quired in your annual report for your fiscal year ending
December 31, 2011.

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 4

Our outstanding options and warrants . . ., page 18

16. Please clarify that many of the options and warrants that will be outstanding
following this offering have exercise pri ces that are below, and in some cases
significantly below, the mid-point of the IPO price range.  To provide context,
disclose the exercise prices, or weighted  average exercise prices, of the options
and warrants that will be outstanding following this offering.
 Future sales of our shares of  common stock . . ., page 19

 17. Please revise the disclosure under this ri sk factor to also account for shares
underlying options and warrants that will be exercisable following the offering.  Similarly revise the Shares Eligible for Future Sale section on page 75.
 If we cannot satisfy, or continue to sa tisfy, the NASDAQ Capital Market’s listing
requirements . . ., page 20
 18. Please discuss more specifically the risks that you will not be able to meet the
initial listing requirements of the NASDAQ Capital Market.

Cautionary Note Regarding Forw ard-Looking Statements, page 23

19. Please delete the reference to the Privat e Securities Litigation Reform Act of 1995
since the safe harbor provided by the Ac t is not applicable to your company or
this offering.  Refer to Secti on 27A of the Securities Act of 1933.
 Dilution, page 28

 20. Refer to the table appearing at the top of page 28. The average price per share for
the total number of outst anding shares should be calculated as the total
consideration divided by  the total shares.
 21. You state in your disclosure that as  of September 30, 2009 there were 3,782,794
“management options” outstanding and a total of 8,693,610 warrants outstanding.
These amounts appear to include options and warrants that you explain elsewhere
in your filing are not to be issued un til the consummation of the offering (i.e.,
warrants and options to be issued upon the conversion of Bridge Notes and to
management in connection with the offeri ng).  Refer to your discussion of options
outstanding on page 71, for example, where you state that as of the date of the
filing (January 28, 2010) options to i ssue 1,968,124 shares were outstanding.
Your discussion under the heading “descrip tion of securities” on page 69 also
provides amounts as of the date of the pros pectus that appear to include issuances
that you state will occur at the consummati on of the offering.  Please revise your
disclosures throughout your filing to clar ify whether the warrants and options

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 5

have been issued, or are to be issued  upon the consummation of the offering and
correct the number of options and warrants outstanding, as appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30
 Revenue, page 31

 22. We note from your disclosure on pages 13 a nd 14 that you anticipate difficulty in
collecting amounts billed to customers as well as amounts due from partners, in
light of this fact, please tell us how you determined  that revenues should be
recognized when “the transaction has been successfully processed” or “upon receipt of customer acceptan ce”, as noted in your policy disclosure on page 31.
Address your consideration of the collect ability criteria discussed in ASC 605-10-
S99.
 23. We also note from your discussion of revenue on page 33 that the company
recognized $36 thousand in revenues duri ng the three months ended September
30, 2009 from the one-time fee related to cu stomer acceptance of the setting up of
the service and three months of the monthly guarantee.  Please tell us and disclose
how much of this fee relates to set up of service and how much relates to the
monthly guarantee.  Discuss any performan ce obligations (i.e., the need to host
site, maintain licenses, update library) a ssociated with the set up of service and/or
the monthly service and specify to which th e obligation relates.  Also tell us how
you accounted for each of these sources of revenue, separately, and how you
determined the appropriate accounting trea tment, particularly with regard to
separability.  Include reference to authoritative literature used as guidance.  With
respect to the one-time fee, specifically provide your consideration of SAB Topic
13.A.3.f. “Nonrefundable up-front fees” or 13.A.4.a. “Refundable fees for
services” if the fee is refundable.
 Results of Operations, page 33

 24. Based on the allocation of proceeds set fo rth in the Use of Proceeds section of
your prospectus, it appears that you e xpect a substantial increase in most
categories of expenses following the IP O.  Please provide a more detailed
discussion of these expected increases in each category and how they might
materially impact your business.
 Liquidity and Capital Resources, page 38

 25. We note that you have disclosed under th e heading “Future operations” that you
believe you have sufficient cash as a result  of this offering to fund your needs for
at least the next twelve m onths.  Please provide a more  detailed assessment of the
company’s plans and ability to meet its long-term liquidity n eeds.  Discuss your

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 6

expectations with respect to how long th e proceeds of this offering might sustain
the company.  Note that we consider “long- term” to be the period in excess of the
next twelve months.  See Section III.C of Release No. 33-6835 and footnote 43 of
Release No. 33-8350.

26. Here and elsewhere in your filing you describe the May 2006 issuance of
2,353,887 shares of Series A Preferred St ock for $2.35 million.  However, in your
disclosure on page 31 you state that you i ssued 588 shares.  We note that you later
granted a stock dividend that resulted in the issuance of an additional 2,353,299
shares.  Please revise your disclosure to clarify.

Contractual Obligations, page 40
 27. In your risk factor disclosure on page 13, you disclose that content licensing agreements may require you to make significant minimum payments.  Please identify any such material payment am ounts and discuss any contractual terms
relevant to an understanding of the potential variability in timing and amount of
such payments.
 Business, page 42

 28. For each of your four mobile carrier agreements and your agreement with
Hungama in India, please disclose the ma terial obligations a nd responsibilities of
each party under the agreements.  Also disclose the durations of the agreements.  With respect to the Hungama agreement, please discuss when  you expect to be
able to sell content and services in  India pursuant to that agreement.
 Our Products, page 44

 29. We note that Windows Mobile, Blackberry  and Android operating systems do not
natively support video ringtones, but your  development team has enabled your
application to work on these devices.  Pleas e discuss whether, as a result of this
circumstance, there is any increased risk that you will not be able to maintain your services on these operating systems in the future.
 Content, page 51

 30. Please explain in more detail what cont ent will be available as part of your
subscription service and what content will be sold as premium content.  In addition, explain whether your license ag reements allow you to provide licensed
content as part of your s ubscription service w ithout paying any additional fees to
the content owners.

Jonathan Medved
Vringo, Inc.
February 25, 2010 Page 7

Management, page 54
 31. Please note that, in order for your registra tion statement to be declared effective
on or after February 28, 2010, you will be required to include the disclosure required by Item 401 of Regulation S- K, as amended on December 16, 2009.
Among other changes to Item 401, pursuant to Item 401(e) you are required to discuss for each director the experience, qua lifications, attributes or skills that led
to the conclusion that the pers on should serve as a director.
 32. Please describe in more detail the nature  of your relationship with the advisory
board and explain the obligations of a dvisory board members to your company.
 Director Independence, page 58

 33. Identify each director that is independent.  Also disc lose whether any directors
that are or will be members of the compensation, audit or nominating committees will not be independent under the standa rds applicable to those committees.
Refer to Item 407(a) of Regulation S-K.
 Executive Compensation, page 59

 34. In your next amendment filed after Fe bruary 28, 2010, please disclose in your
Summary Compensation Table and Director  Compensation Table the grant date
fair value of equity awards, rather than  compensation expense, in accordance with
Item 402 of Regulation S-K, as amended on December 16, 2009.

35. If you will be implementing a reverse stoc k split prior to e ffectiveness of the
registration statement, please revise y our Outstanding Equity Awards at 2009
Fiscal Year End table to reflect the reverse stock split.
 36. In the footnotes to the Outstanding Equ ity Awards at 2009 Fiscal Year End table,
please disclose the vesting dates for the opt ions listed in the table.  Although you
disclose the general vesting schedule i