0001493152-15-003880.txt : 20150921 0001493152-15-003880.hdr.sgml : 20150921 20150818180234 ACCESSION NUMBER: 0001493152-15-003880 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ProPhase Labs, Inc. CENTRAL INDEX KEY: 0000868278 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232577138 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 621 N. SHADY RETREAT ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153450919 MAIL ADDRESS: STREET 1: 621 N. SHADY RETREAT ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18901 FORMER COMPANY: FORMER CONFORMED NAME: QUIGLEY CORP DATE OF NAME CHANGE: 19930328 CORRESP 1 filename1.htm

DUTCHESS OPPORTUNITY FUND, II, LP

50 Commonwealth Avenue, Suite 2

Boston, MA 02116

Telephone: (617) 301-4700

August 18, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

	*Re:*	*ProPhase Labs, Inc. –Request for Acceleration*
		*Registration Statement on Form S-3*
		*File No. 333-* *206090*

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Dutchess Opportunity Fund, II, LP as statutory underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Standard Time on August 21, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

	DUTCHESS OPPORTUNITY FUND, II, LP

	By:	/s/ Douglas LKeighton
		Douglas H. Leighton
		Managing Member of:
		Dutchess Capital Management, II, LLC
		General Partner to:
		Dutchess Opportunity Fund, II, LP