| August 11, 2008 | ||
Brett P. Thornton
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bthornton@porterwright.com
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Porter Wright
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VIA EDGAR AND | |
Morris & Arthur LLP
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VIA FAX (202) 772-9366 | |
41 South High Street |
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Suites 2800-3200 |
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Columbus, Ohio 43215-6194
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Russell Mancuso, Esq. | |
| Branch Chief | ||
Direct: (614) 227-2136
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U.S. Securities and Exchange Commission | |
Fax: 614-227-2100
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100 F Street, N.E. | |
Toll free: 800-533-2794
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Mail Stop 6010 | |
| Washington, DC 20549 |
| Re: | Neoprobe Corporation | |||
| Amendment No. 3 to Registration Statement on Form S-1 | ||||
| Filed June 11, 2008 | ||||
| File No. 333-150650 | ||||
| Dear Mr. Mancuso: | ||||
| On behalf of Neoprobe Corporation (“Neoprobe” or the “Company”), we have filed simultaneously via EDGAR Amendment No. 3 (the “Amendment”) to the above referenced registration statement (the “Registration Statement”), which amendment addresses the single comment contained in your August 1, 2008 letter to Brent L. Larson concerning the Registration Statement (the “Comment Letter”). We have also filed via EDGAR a version of the Registration Statement marked to show the changes made by the Amendment. | ||
| This letter is in response to the Comment Letter. For convenience of your review, we have repeated your comment in italics immediately above the corresponding response. | ||
| Selling Stockholder, page 77. | ||
| 1. Your response to prior comment 4 is inconsistent with the disclosure in the penultimate sentence on page 4. We assume that the disclosure on page 4 is incorrect in that it is inappropriate to register alternative shares as the disclosure suggests. | ||
| Response | ||
| Although we believe that there is no basis in the Securities Act of 1933 or the regulations promulgated thereunder for your comment that “it is inappropriate to register alternative shares as the disclosure suggests,” given the Company’s desire not to further prolong the Staff review process, we have modified the disclosure as requested in your comment. | ||