UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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[   ]  Definitive Proxy Statement

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[   ]  Soliciting Material Pursuant to §240.14a-12

PROPHASE LABS, INC.

(Name of Registrant as Specified in Its Charter)

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On April 5, 2011, ProPhase Labs, Inc. delivered the following letter to certain beneficial owners of its common stock:

Important Additional Information

ProPhase Labs, Inc. (the “Company”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on March 16, 2011 in connection with its 2011 Annual Meeting of Stockholders and began the process of mailing the definitive proxy statement and a proxy card to stockholders on March 21, 2011.  The Company’s stockholders are strongly advised to read the Company’s proxy statement as it contains important information.  Stockholders may obtain an additional copy of the definitive proxy statement and any other documents filed by the Company with the SEC for free at the SEC’s website at http://www.sec.gov.  Copies of the definitive proxy statement are available for free at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=07814.

Forward-Looking Statements

Certain statements in this communication are “forward-looking statements” and involve known and unknown risk, uncertainties and other lectors that may cause the Company’s actual performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking; statement.  Factors that impact such forward-looking statements include, among others, changes in worldwide general economic conditions; government regulations; the ability of our management to successfully implement our business plan and strategy; our ability to fund our operations including the cost and availability of capital and credit; our ability to compete effectively including our ability to maintain and increase our market share in the markets in which we do business; our dependence on sales from our main produce, Cold-EEZE®, and our ability to successfully develop and commercialize new products; seasonal fluctuations in demand for our products; our ability to attract, retain and motivate key employees; and the ability of Phusion Laboratories, LLC, a 50% owned joint venture, to successfully implement its business plan and strategy to develop and commercialize one or more non-prescription remedies using certain patented and proprietary technology.