Mail Stop 0303

December 3, 2004

VIA U.S. MAIL AND FACSIMILE

Jeffrey T. Baglio, Esq.
Paul B. Johnson, Esq.
Gray Cary Ware & Freidenrich LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121-2133

		Re:	Invitrogen Corporation
			Registration Statement on Form S-4/A
			File No. 333-120330
			Filed November 23, 2004

Gentlemen:

      We have reviewed your amended filing, and have the
following comments.   The scope of our review has been limited
to tender offer and other non-accounting issues.  Where indicated,
we think you should revise your document in response to these
comments.  Please understand that the purpose of our review
process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these
respects.

Amendment No. 1 to Form S-4

Summary, page 1

1. Revise to briefly describe the effect on the Company`s
liquidity and capital resources from the cash settlement
provisions of the New Notes, and discuss the means by which
the Company reasonably expects to finance the cash requirement
resulting from conversion of the New Notes.

Summary of Certain Differences between the Existing Notes and
the New Notes, p. 8

2. Revise to briefly summarize:

a) the contingent conversion provisions of the Existing Notes so
that it`s clearer how EITF Issue No. 04-8 applies, including, for
example, the implied conversion price and market price trigger.

b) how the exchange will result in the Company reporting higher
EPS (retroactively and prospectively) than if the exchange did not
occur. Give an example of what the effect on 2003 reported EPS
would be if the exchange did not occur.

c) the material risks of the New Notes where those risks differ
from the risks of the Existing Notes.

3. We understand that a class of Existing Notes has been held by
noteholders for less than one year.  Advise us why those
noteholders do not have to comply with the registration and
prospectus delivery requirements of the Securities Act.  Refer
to the following no-action letters in preparing your response:
Exxon Capital Holdings, 4/13/88; Morgan Stanley, 6/5/91.

Accounting Treatment, page 32

4. Confirm, on a supplemental basis, if true, that you applied
the guidance in EITF Issue No. 96-19 with respect to your
accounting treatment for the exchange transaction.

Certain U.S. Federal Income Tax Considerations, page 74

5. We note that the tax consequences of the transaction are
uncertain and may be material to an investment decision.  Please
obtain an opinion of counsel and revise the disclosure to clarify
that it reflects the opinion of counsel.  See Item 601(b)(8) of
Regulation S-K.  When rendering its opinion, counsel`s opinion
should be clear as to the degree of uncertainty associated with
the exchange offer. Alternatively, please provide us with a
well-reasoned legal analysis for why the offer`s tax consequences
are immaterial and a tax opinion is not required.

Closing Comments

      As appropriate, please amend the registration statement
and/or Schedule TO in response to these comments.  You may wish
to provide us with marked copies of the amendment(s) to expedite
our review. Please furnish a cover letter with your amendment(s)
that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters
greatly facilitate our review. If you disagree with a comment,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.

Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

	Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.

	You may contact me on any questions regarding the comments at
(202) 942-2948.

Sincerely,


Nicholas P. Panos
Special Counsel
Office of Mergers
and Acquisitions