Mail Stop 6010

									July 26, 2005

Robert P. Gasparini
President and Chief Executive Officer
12701 Commonwealth Drive, Suite 9
Fort Myers, Florida  33913

Re:	NeoGenomics, Inc.
	Registration Statement on Form SB-2
	File Number 333-126754

Dear Mr. Gasparini:

      This is to advise you that we have limited our review of the
above referenced registration statement to the signature page and
the
issue identified below. We will make no further review of this
filing.

      Your principal financial officer and either a controller or
chief accounting officer must sign the registration statement.
Your
next amendment and all subsequent amendments must contain this
signature. If a person acts in more than one of these capacities,
the
signature page must indicate all of the capacities in which they
are
signing. Please revise your signature page accordingly.

      Once you have cleared our comments, we will act upon any
request for acceleration of the effective date of the Form SB-2
and
pursuant to delegated authority, grant acceleration of the
effective
date.  We will consider your request for acceleration as a
confirmation of the fact that you are aware of your
responsibilities
under the Securities Act of 1933 and the Securities Act of 1934 as
they relate to the proposed public offering.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      *	*	*

      Please contact Song P. Brandon at (202) 551-3621 with any
other
questions.

Sincerely,



Jeffrey Riedler
      Assistant Director


cc:	Clayton E. Parker, Esq.
	Kirkpatrick & Lockhart Nicholson Graham LLP
	201 S. Biscayne Boulevard, Suite 2000
	Miami, Florida  33131


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