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Published on February 4, 2009
NEOGENOMICS,
INC.
12701
Commonwealth Drive, Suite 9
Fort
Myers, Florida 33913
February
4, 2009
VIA
EDGAR
Mr. John
Reynolds
Assistant
Director
United
States Securities and Exchange Commission
100 F.
Street, N.E.
Mail Stop
3561
Washington,
DC 20549
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Re:
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NeoGenomics,
Inc.
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Request
for Acceleration of Registration Statement on Form
S-1
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File
No. 333-155784
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Dear Mr.
Reynolds:
In
accordance with Rule 461 under the Securities Act of 1933, NeoGenomics, Inc.
(the “Company”)
hereby requests acceleration of the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-155784) (the “Registration
Statement”), which was originally filed with the Securities and Exchange
Commission (the “Commission”) on
November 28, 2008 and subsequently amended on January 22, 2009. The
Company respectfully requests that the Registration Statement become effective
as of 1:00 p.m., Washington, D.C. time, on February 5, 2009, or as soon as
practicable thereafter.
The Company acknowledges the following:
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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;
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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
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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.
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Please direct any questions or comments
regarding this filing to Mark E. Fleisher, Esq. at (305) 539-3383 of K&L
Gates, LLP, counsel to the Company.
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Very
truly yours,
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/s/ Jerome J.
Dvonch
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Jerome
J. Dvonch
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Principal
Accounting Officer
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