CORRESP

November 13, 2012

The Secretary

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-9303

Attn.: Ms. Peggy Kim, Special Counsel

Re: Helix BioMedix, Inc.

Amendment No. 1 to Schedule 13E-3

Filed October 23, 2012

File No. 005-80581

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed October 23, 2012

File No. 033-20897

Dear Ms. Kim:

On behalf of Helix BioMedix, Inc. (the “Company”), we submit this letter to you in connection with comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings, received by the Company by letter dated November 1, 2012. In this letter, we have recited the comments of the Staff set forth in the November 1, 2012 letter in italicized type, and followed each comment with the Company’s response.

Schedule 13E-3

General

Staff Comment No. 1:

1. We note your responses to comments one and two in our letter dated October 5, 2012; however, we reissue our comments. Notwithstanding the fact that Mr. Frank Nickell does not hold a management position and was not actively involved in the planning and negotiations of the going private transaction, Mr. Frank Nickell and RBFSC are currently controlling shareholders who own 42.4% of the outstanding common stock, and will continue to control the company after the going private transaction by owning the same or a higher percentage after the reverse stock split. In addition, when combined with the 9.7% of the outstanding common stock currently owned by his brother, the percentage increases to over 52%. Mr. Frank Nickell and RBFSC also appear to be in a control position, before and after the going private transaction, through means other than equity ownership by having provided significant financing to the company, including the convertible promissory note in 2010 and the letter of credit. We note that under the letter of credit agreement, Mr. Frank Nickell was issued a warrant to purchase 2,000,000 shares of common stock, which if exercised will further increase his stock ownership in the future. In addition, the letter of credit is a source of funding for the going private transaction. See the discussion of control in Question and Answer 201.05 in the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 section of the Division’s Compliance and Disclosure Interpretations and also Rule 12b-2. Please revise to add Mr. Frank Nickell and RBFSC as filing persons.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 2

Company Response:

We reiterate the Company’s prior response with respect to the status of Mr. Frank Nickell and RBFSC and respectfully refer the Staff to the supplemental letter from Mr. Frank Nickell’s counsel enclosed herewith.

Preliminary Proxy Statement

The Reverse Stock Split, page 1

Staff Comment No. 2:

2. We note that even if the reverse stock split is approved, the board could propose an alternative reverse stock split on different terms and conditions, including at a lower cash-out price. Please advise as to whether you will re-solicit proxies if the board proposes to change the reverse split ratio or cash-out price; if not, then advise us as to why you believe it is appropriate not to seek shareholder approval for a different reverse split ratio or different cash-out price. We may have further comment.

Company Response:

The Company hereby advises the Staff that it will re-solicit proxies if the board proposes to change the reverse split ratio or cash-out price, and we have revised the disclosure to clarify that.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 3

Voting Information, page 5

Staff Comment No. 3:

3. We note your response to comment five in our letter dated October 5, 2012. Please revise to disclose that Mr. Frank Nickell has indicated that he would not generally oppose the going private transaction.

Company Response:

We have revised the disclosure to disclose that Mr. Frank Nickell indicated that he would not generally oppose the proposed transaction.

Effects of the Reverse Stock Split, page 5

Staff Comment No. 4:

4. We note your response to comment six in our letter dated October 5, 2012; however, we do not understand your statement that the company was not previously subject to the reporting and short-swing profits provisions of Section 16. If you mean that you believe the provisions of Section 16 were not triggered, that is not equivalent to saying that persons are not subject to the provisions of Section 16. Please revise to include disclosure regarding the loss of the reporting obligations for directors, officers and principal stockholders.

Company Response:

We have revised the disclosure to include disclosure regarding the loss of the reporting obligations for directors, officers and principal stockholders.

Special Factors, page 12

Background of the Reverse Stock Split, page 11

Staff Comment No. 5:

5. We note that Cascadia was provided with responses to general due diligence questions.  It appears that the responses may be considered a report under Item 1015 of Regulation M-A.  Please advise and revise to describe these responses.  For example, advise as to whether the due diligence responses contain any non-public information concerning Helix.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 4

Company Response:

We have revised the disclosure to describe what the Company provided in response to Cascadia Capital’s due diligence inquiry, which consisted of copies of the Company’s SEC filings and other publicly available information about the Company’s business and operations, as well as certain informally prepared, non-detailed prospective financial information (which contained non-public information concerning the Company).

Alternatives Considered, page 18

Staff Comment No. 6:

6. We note your response to our prior comment 16. In particular, with respect to your consideration of an equity financing, we note that you state that you have engaged in several debt and equity financings since your inception and will likely continue to do so in the future. Please revise your disclosure to provide the reasons why you rejected an equity financing in this case.

Company Response:

We have revised the disclosure to provide the reasons why the Company rejected an equity financing in this case.

Opinion of Cascadia Capital, page 24

Staff Comment No. 7:

7. We note your response to our prior comment 17. Please file the Cascadia presentation, including any talking papers or drafts as an exhibit to the Schedule 13E-3 pursuant to Item 1016(c) of Regulation M-A.

Company Response:

We have filed the Cascadia Capital presentation as an exhibit to the Schedule 13E-3 pursuant to Item 1016(c) of Regulation M-A.

Summary of Diligence, page 25

Staff Comment No. 8:

8. We note your response to our prior comment 19. However, we also note that Cascadia Capital reviewed, analyzed and inquired about your internal financial forecasts as one of several factors in connection with preparing its fairness opinion. Please revise to disclose the financial forecasts that were reviewed by Cascadia Capital.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 5

Company Response:

We have revised the disclosure to disclose the financial forecasts that were reviewed by Cascadia Capital.

Public Market Trading Comparables and Comparable Transactions, page 28

Staff Comment No. 9:

9. For ease of investor understanding, please present the “Public Market Trading Comparables” analysis and “Comparable Transactions” analysis under separate headings. Under the “Public Market Trading Comparables,” please identify any comparable companies that met the selection criteria but were excluded from the analysis, revise to include Helix’s trailing revenue for the last twelve months, describe the “similar illiquidity issues,” and describe how the analysis supports the fairness opinion.

Company Response:

We have revised the disclosure to present the “Public Market Trading Comparables” analysis and “Comparable Transactions” analysis under separate headings, to disclose that there were no comparable companies that met the selection criteria but were excluded from the analysis under “Public Market Trading Comparables,” to describe the “similar illiquidity issues,” and to describe how the analysis supports Cascadia Capital’s fairness opinion.  Cascadia Capital has advised the Company that although the peer group was compared to the Company for purposes of this analysis, no company used in the peer group analysis is identical to the Company because of differences between the business mix, markets served, operations and other characteristics of the peer group and the Company.  Further, Cascadia Capital respectfully submits that a revision of the proxy statement to include disclosure of the Company’s trailing revenue for the last twelve months is not necessary or appropriate as the financial information utilized in Cascadia Capital’s fairness opinion reflected the information available at the time the fairness opinion was delivered.

Staff Comment No. 10:

10. Please revise to describe and quantify the criteria for selecting the comparable transactions, identify the companies that met the selection criteria but which were excluded from the analysis, include comparable information for Helix, and describe how the analysis supports the fairness opinion.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 6

Company Response:

We have revised the disclosure to describe and quantify the criteria for selecting the comparable transactions, to disclose that there were no companies that met the selection criteria but were excluded from the analysis, to include comparable information for the Company, and to describe how the analysis supports Cascadia Capital’s fairness opinion.

Discounted Cash Flow Analysis, page 29

Staff Comment No. 11:

11. Please revise to summarize the discounted cash flow analysis, disclose the underlying data, and describe why particular measures, multiples, rates and ratios were used.

Company Response:

We have revised the disclosure to summarize the discounted cash flow analysis, disclose the underlying data, and disclose why particular measures, multiples, rates and ratios were used.

Analysis of Private Financings of Public Company Comparables, page 30

Staff Comment No. 12:

12. Please revise to describe and quantify the criteria for selecting the comparable transactions, identify the companies that met the selection criteria but which were excluded from the analysis, include comparable information for Helix, and describe how the analysis supports the fairness opinion.

Company Response:

We have revised the disclosure to describe and quantify the criteria for selecting the comparable transactions, to disclose that there were no companies that met the selection criteria but which were excluded from the analysis, to include comparable information for the Company, and to describe how the analysis supports Cascadia Capital’s fairness opinion.

Staff Comment No. 13:

13. We note that Cascadia “applied historical revenue metrics based on implied valuation obtained from private investments in companies comparable to us, and utilized this methodology to normalize the illiquidity in the comparable company’s common stock.” Please revise to more clearly explain how the analysis was conducted and the underlying metrics used.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 7

Company Response:

We have revised the disclosure to more clearly explain how the analysis was conducted and the underlying metrics used.

Analysis of Premiums in Comparable Going-Private Transactions, page 30

Staff Comment No. 14:

14. Please revise to describe and quantify the criteria for selecting the comparable going private transactions, identify the transactions that met the criteria but were excluded from the analysis, include comparable information for Helix, disclose the premiums for the comparable transactions, the 30-day volume weighted average stock price, and describe how the analysis supports the fairness opinion. Please also describe what “T-1 Stock Price” means.

Company Response:

We have revised the disclosure to describe and quantify the criteria for selecting the comparable going private transactions, to disclose that there were no transactions that met the criteria but were excluded from the analysis, to include comparable information for the Company, to disclose the premiums for the comparable transactions, the 30-day volume weighted average stock price, and to describe how the analysis supports Cascadia Capital’s fairness opinion, and to describe what “T-1 Stock Price” means.

In connection with the Company’s response to the Staff’s comments, the Company hereby acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Secretary

Securities and Exchange Commission

November 13, 2012

Page 8

Please direct all correspondence, notices and orders issued with respect to this matter to the undersigned. If you would like to discuss this matter by telephone, my direct line is (206) 676-7064.

Sincerely,

Summit Law Group,

a professional limited liability company

/s/ Mark F. Worthington

Mark F. Worthington

cc:           R. Stephen Beatty (Helix BioMedix, Inc.)

CORRESP

Debevoise & Plimpton llp 919 Third Avenue New York, NY 10022 Tel 212 909 6000 www.debevoise.com   Kevin M. Schmidt Partner Tel 212 909 6178 Fax 212 521 7178 kmschmidt@debevoise.com

November 13, 2012

Ms. Peggy Kim

Special Counsel

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

Washington, D.C.  20549

Re:  Helix BioMedix, Inc Amendment No. 1 to Schedule 13E-3 Filed October 23, 2012 File No. 005-80581 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed October 23, 2012 File No. 033-20897

Dear Ms. Kim:

As we discussed on our telephone call of November 8, 2012 with you and Mark Worthington of Summit Law Group, outside counsel to Helix BioMedix, Inc. (the "Company"), we act as counsel to Mr. Frank Nickell.  We respectfully submit the following supplemental information in support of the position that neither Mr. Nickell nor RBFSC Inc. is directly or indirectly "engaged" in the Company's contemplated going private transaction, and thus neither is a filing person for purposes of Schedule 13E-3.

1. You inquired as to whether Mr. Nickell has received material non-public information from the Company at the time of or following the March 2012 Letter of Credit transaction.  The Company has informed Mr. Nickell that the Company does not believe it provided him any such information and Mr. Nickell does not recall receiving any such information, including in the context of the call discussed in Item 2 below.  In general, Mr. Nickell recalls only receiving financial and other data from the Company on a sporadic basis when the Company would approach him to seek an additional debt or equity investment.  At some point in the past, Mr. Nickell signed a confidentiality agreement with the Company in connection with receiving such information, but that agreement has since expired.

2. You inquired as to whether additional information could be provided about the June 4, 2012 call that Mr. Nickell received from the Company's chief executive officer, Mr. Beatty, and Jeffrey A. Miller, a member of the board, in which Mr. Nickell was informed of a potential going private transaction.   The summary of that discussion from the proxy is quoted below:

*******

Ms. Peggy Kim  2  November 13, 2012

On June 4, 2012, our chief executive officer, Mr. Beatty, and Jeffrey A. Miller, a member of the Board, engaged in a conference call with Mr. Frank Nickell to discuss on a preliminary basis whether Mr. Frank Nickell would generally be opposed to a going private transaction. We felt that it would be prudent to determine whether Mr. Frank Nickell, as our largest stockholder, would likely vote against such a proposal before we invested significant resources in pursuing a potential going private transaction.  During this call, Mr. Beatty and Dr. Miller informed Mr. Frank Nickell that a reverse stock split was being considered to effect the potential going private transaction, that various reverse stock split ratios were being considered to reduce our stockholder base, and that a price of $0.60 per share was being considered as a cash-out price in connection with a reverse stock split.  Mr. Beatty and Dr. Miller did not discuss with Mr. Frank Nickell the source of funds that would be necessary to complete a going private transaction.  Following this call, Mr. Frank Nickell did not participate in any future meetings or discussions with our management or our Board regarding the going private transaction.

*******

Mr. Nickell cannot recall any specific details of the discussion that are not included in the summary, except that he does recall indicating in general that he was not opposed to a going private a transaction and noted that it could be beneficial to the Company due to potential cost savings.  Mr. Nickell has indicated to the Company that he does not object to including a statement to this effect in its revised proxy.

As we noted on our call, we are unaware of a significant stockholder, who is not an officer or director, being deemed a filing person for the purposes of 13E-3 under these circumstances.  We did note a recent 13E-3 transaction involving Jingwei International (filed February 17, 2012), in which a 41% stockholder who was also Chief Executive Officer and Chairman of the issuer and who was fully involved in developing and implementing the terms of the going private transaction (including by providing funding specifically for the transaction) was listed as a filing person.  But in our search of recent 13E-3 filing precedent, we found no guidance supporting a conclusion that a large stockholder was "engaged" based upon such limited involvement in the transaction as in our case-- accepting a phone call from Mr. Beatty and Mr. Miller.  Mr. Nickell's past equity and debt investments in the Company (including the recent Letter of Credit transaction), while supporting a conclusion of his "affiliate" status vis a vis the Company, should not have a bearing on the separate inquiry as to whether he is "engaged" in the going private transaction, because these investments were entered into prior to and independent of this going private transaction.  Moreover, we would respectfully submit that the policies underlying 13E-3 would not be advanced in this circumstance as Mr. Nickell's views of the fairness of this transaction would be informed solely by his review the proxy, rather than as the result of participation in internal debate and discussion, and access to material non-public information.

Ms. Peggy Kim  3  November 13, 2012

Lastly, we would separately note that in our last discussion you inquired as to the absence of a filing under Section 13D of the Exchange Act by Mr. Nickell relating to the Company.  We are advised that the Company does not have a class of securities registered under Section 12 of the Exchange Act and, therefore, no Section 13D filing is required.

Sincerely,

/s/ Kevin M. Schmidt

Kevin M. Schmidt