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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

July 16, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


GlenRose Instruments Inc.
Incoming letter dated July 3, 2012

Based on the facts presented, the Division will not object if GlenRose stops filing periodic and current reports under the Securities Exchange Act of 1934, including its quarterly report on Form 10-Q for the quarter ended June 24, 2012. In reaching this position, we note that GlenRose has filed a post-effective amendment removing from registration unsold securities under its effective registration statement on Form S-8, and that post-effective amendment is effective. We assume that, consistent with the representations made in your letter, GlenRose will file a certification on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its Form 10-Q for the quarter period ended June 24, 2012.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Carmen Moncada-Terry
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/27/2012