**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form
      10-KSB**


**(Amendment
      No. 1)**




ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      fiscal year ended December 31, 2007




TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      transition period from _____ to ______




**Commission
                file number
                0001124608**




**RESPONSE
      GENETICS, INC.**


(Name
      of
      Small Business Issuer in Its Charter)


**Delaware**
              **2835**
              **11-3525548**(State
                    or Other Jurisdiction of
                  Incorporation
                    or Organization)
              (Primary
                  Standard Industrial
                Classification
                  Code Number)
              (I.R.S.
                  Employer
                Identification
                  No.)




**1640
      Marengo St., 6th Floor**


**Los
      Angeles, California 90033**


**(323)
      224-3900**


(Address
      and Telephone Number of Principal Executive Offices)





Securities
      registered under Section 12(b) of the Exchange Act:




Title
                of each class
            Name
                of each exchange on which registeredCommon
                Stock, par value 0.01 per share
            Nasdaq
                Capital Market




Securities
      registered under Section 12(g) of the Exchange Act:





None.




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      Section 15(d) of the Exchange Act.  ̈




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes þ No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No þ


State
      issuer’s revenues for its most recent fiscal year. $7,789,789





The
      aggregate market value of the registrant’s common stock held by non-affiliates
      of the registrant as of March 28, 2008 was $23,141,340.









**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)**





Check
      whether the issuer has filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.  Yes o No o




**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**




As
      of
      March 28, 2008, there were 10,239,276 shares of the issuer's common stock
      outstanding.




_______________




**DOCUMENTS
      INCORPORATED BY REFERENCE**




None.




Transitional
      Small Business Disclosure Format (Check one): Yes o No þ







**EXPLANATORY
      NOTE**





The
      purpose of this amendment is to revise certain portions of the information
      required by Part II and Part III of Form 10-KSB, as was included in our Form
      10-KSB for our fiscal year ended December 31, 2007, as originally filed with
      the
      Securities and Exchange Commission on March 31, 2008.





**Part
      II**





**Item
      5. Market for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**





Our
      Common Stock is traded on the NASDAQ Capital Market under the symbol "RGDX"
      and
      has been trading since our initial public offering on June 4, 2007. The
      following table sets forth the range of high and low sales prices of our Common
      Stock, based on the closing price of our Common Stock on a given day, in each
      quarter since our Common Stock began trading.




2007First
              Quarter
            
            
            Second
              Quarter
            
            
            Third
              Quarter
            
            
            Fourth
              QuarterStock
                price - High
            
            
            n/a
            
            $
            7.14
            
            $
            6.95
            
            $
            5.22Stock
                price - Low
            
            
            n/a
            
            $
            6.95
            
            $
            3.26
            
            $
            2.99




***Stockholders***





As
      of
      March 28, 2008, there were approximately 54 stockholders of record of the
      10,239,276 outstanding shares of Common Stock.




***Dividends***





The
      Company has not paid dividends to its stockholders since its inception and
      does
      not plan to pay cash dividends in the foreseeable future. The Company currently
      intends to retain earnings, if any, to finance the growth of the Company.





***Use
      of Proceeds from Registered Securities; Recent sales of Unregistered
      Securities***




On
      June
      8, 2007 we completed our initial public offering of 3,000,000 shares of our
      common stock at $7.00 per share. The managing underwriter of our initial public
      offering was Maxim Group LLC. Net proceeds from the initial public offering
      after deducting underwriting commissions and fees but before expenses were
      $18,950,000. On closing of our initial public offering all of our outstanding
      shares of our preferred stock, including accrued but unpaid dividends,
      automatically converted into 4,360,467 shares of our common stock and all of
      our
      outstanding notes payable, including accrued but unpaid interest, automatically
      converted into 152,489 shares of our common stock. Both of these conversions
      were based on the initial public offering price of $7.00.




We
      expect
      to use the proceeds from our initial public offering for research and
      development, business expansion, and working capital and other general purposes.
      Pending such use, the net proceeds from the offering have been invested in
      interest-bearing money market accounts. None of the net proceeds from the
      offering were paid directly or indirectly to any of our directors or officers
      (or their associates) or persons owning 10% or more of any class of our equity
      securities or to any other affiliate, other than in the form of wages or
      salaries, fees and bonuses paid out in the ordinary course of business. We
      will
      retain broad discretion over the use of the net proceeds received from our
      initial public offering. The timing and amount of our actual expenditures may
      vary significantly depending on a number of factors, including the successful
      early clinical development of our lead product candidates, cash flows from
      operations and the anticipated growth of our business. We have incurred the
      following costs as they relate to our use of proceeds including research and
      development costs of $1,217,829, business expansion costs primarily related
      to
      the set up and operation of our European lab of $2,698,927, and $298,974 of
      cost
      to establish investor relations and public relations activities necessary for
      a
      public company.




There
      were no sales of unregistered equity securities by the Company in the
      period covered by this annual report.




***Purchases
      of Equity Securities***




The
      Company made no purchases of its equity securities in the period covered by
      this
      annual report.




2




**Item
      8A(T). Controls and Procedures.**





Our
      principal executive officer and principal financial officer, after evaluating
      the effectiveness of our disclosure controls and procedures (as defined in
      Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
      as of the end of the period covered by this Annual Report on Form 10-KSB, have
      concluded that, based on such evaluation, our disclosure controls and procedures
      were adequate and effective. In designing and evaluating our disclosure controls
      and procedures, our management recognized that any controls and procedures,
      no
      matter how well designed and operated, can provide only reasonable assurance
      of
      achieving the desired control objectives, and our management necessarily was
      required to apply its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





This
      annual report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation of the Company’s
      registered public accounting firm due to a transition period established by
      the
      rules of the Securities and Exchange Commission for newly public
      companies.





**Part
      III**





**Item
      10. Executive Compensation.**




The
      following summary compensation table sets forth summary information as to
      compensation earned during the year ended December 31, 2007 by our Chief
      Executive Officer, Chief Financial Officer, Chief Operating Officer and General
      Counsel.




**Summary
      Compensation Table**




**Name
                  and Principal Position**
              
              
              **Year**
              
              
              **Salary
                  ($)**
              
              
              
              **Bonus
                  ($)**
                **(1)**
              
              
              **Stock
                  Options ($)**
                **(2)**
              
              
              **All
                  Other Compensation**
              
              
              **Total
                  ($)**Kathleen
                  Danenberg, President and CEO
              
              
              2007
              
              $
              350,000
              
              
              $
              175,000
              
              $
              689,836
              
              $
              114,673(3
              )
              $
              1,329,5092006
              
              $
              354,000
              
              
              $
              903,700
              
              $
              -
              
              $
              -
              
              $
              1,257,700Thomas
                  Stankovich, Vice President, Chief Financial Officer and
                  Secretary
              
              
              2007
              
              $
              220,000
              
              
              $
              80,000
              
              $
              44,387
              
              $
              -
              
              $
              344,387James
                  Clark, Vice President, Chief Operating Officer
              
              
              2007
              
              $
              237,600
              (4)
              
              $
              80,000
              
              $
              44,314
              
              $
              -
              
              $
              361,914Denise
                  McNairn, Vice President, General Counsel
              
              
              2007
              
              $
              225,000
              
              
              $
              80,000
              
              $
              44,576
              
              $
              -
              
              $
              349,576




(1)
            All
                bonuses for 2007 were awarded on February 12, 2008 and paid on
                February 19, 2008.(2)
            Represents
                the compensation expense related to outstanding stock options we
                recognized for the year ended December 31, 2007 under Statement of
                Financial Accounting Standards 123R to our named executive officers.
                Assumptions used in the calculation of these amounts are included
                in Note
                11 to our financial statements for the year ended December 31,
                2007.(3)
            “All
                Other Compensation” includes (i) a car allowance of $12,000 and a personal
                expense allowance of $12,000; (ii) reimbursement of clothing expenses
                in
                an amount of $86,622; and (iii) miscellaneous personal services of
                $4,051.(4)
            Mr.
                Clark’s salary was paid in pounds sterling and was then converted to US
                dollars at an exchange rate of $1.98 per pound sterling.





***The
      Danenberg Employment Agreement***




We
      entered into an employment agreement with Ms. Danenberg on December 11, 2000.
      This previous agreement was superseded by a new employment agreement, which
      we
      entered into as of October 26, 2006, as amended on December 14, 2006 and on
      May
      29, 2007, for the position of President and Chief Executive Officer. The
      agreement has an initial term of three years, with automatic one-year renewal
      terms thereafter. Ms. Danenberg is to receive an initial base salary of
      $350,000 per year, subject to annual adjustments at the discretion of the Board.
      Ms. Danenberg also is eligible to earn a minimum of 40% of her base salary
      as an annual bonus based upon our meeting certain performance targets and her
      meeting personal objectives as determined by our board of
      directors.




We
      granted Ms. Danenberg non-qualified stock option under the 2006 Stock Plan,
      in an amount equal to 3% of the number of shares of our common stock outstanding
      on October 26, 2006 on a fully diluted basis or 212,577 options at an
      exercise price equal to $7.00, which was the initial public offering price
      of our common stock (the "IPO Price"). One third of these options vested
      immediately upon the issuance of the options and the remainder shall vest in
      two
      equal installments on the first and second anniversaries of the date of
      Ms. Danenberg’s employment agreement (October 26, 2006). The options
      will vest immediately upon a change in control. Ms. Danenberg will be
      eligible for future option grants as approved by our board of directors. We
      will
      provide Ms. Danenberg with a monthly allowance of $1,000 to cover
      miscellaneous business expenses and a $1,000 monthly automobile allowance.
      We
      agreed to cover up to $10,000 of Ms. Danenberg’s legal fees incurred in the
      negotiation of her employment arrangements.




3




In
      the
      event that Ms. Danenberg’s employment is terminated without cause or for
      good reason, as defined under the agreement, we are obligated to pay her
      severance equivalent to the greater of (a) one full year of base pay and
      benefits; or (b) the base pay and benefits for the remaining term of the
      employment agreement. In addition, within forty-five days of her termination,
      we
      are obligated to pay her the pro rata portion of the bonus earned as of her
      termination date. In addition the portion of Ms. Danenberg’s options that
      are vested as of the date of her termination shall be exercisable for one year
      from the date of her termination. In the event the employment agreement is
      terminated because of Ms. Danenberg’s death, or because of a disability as
      defined in the employment agreement, Ms. Danenberg or her estate will be
      entitled to receive her base pay and pro rata bonus earned as of the date of
      death or disability, and we will provide benefits coverage for a period of
      12
      months following the date of such death or disability to Ms. Danenberg or
      her heirs as the case may be.




In
      the
      event a change in control occurs during Ms. Danenberg’s employment, she has
      agreed not to resign her employment voluntarily for a period of six months
      following the effective date of the change in control. If she is terminated
      within such six-month period without cause or she resigns for good reason,
      in
      addition to any other benefits to which she is entitled and provided she
      executes a release of claims, Ms. Danenberg will be entitled to a lump sum
      payment equivalent to a month of base pay at her then current annual rate for
      each month during such six-month period for which she has yet to complete
      service to us at the time of such termination, within forty-five days following
      such termination. The employment agreement also places certain confidentiality,
      assignment of inventions and non-solicitation obligations on
      Ms. Danenberg.




***The
      Stankovich Employment Agreement***




We
      have
      entered into an Employment Agreement with Thomas Stankovich, dated as of October
      25, 2006, as amended on May 29, 2007 for the position of Vice President and
      Chief Financial Officer. He commenced employment on November 27, 2006. The
      agreement has an initial term of three years with automatic one-year renewal
      terms thereafter. The agreement provides for Mr. Stankovich to receive an
      initial base salary of $220,000 per year. Mr. Stankovich also is eligible
      to earn an annual bonus based upon our meeting certain performance targets
      and
      his meeting personal objectives as agreed upon with the CEO and approved by
      our
      board of directors.




We
      granted Mr. Stankovich a non-qualified stock option under the 2006 Stock
      Plan, in an amount equal to 1% of the number of shares of our common stock
      outstanding on November 27, 2006, on a fully diluted basis, or 70,976 options,
      at an exercise price equal to the IPO Price. The shares vest in equal annual
      amounts over a four-year period, beginning on the first anniversary of the
      initial grant date. The options will vest immediately upon a change in control.
      Mr. Stankovich will be eligible for additional option grants as approved by
      our board of directors. In the event that a change in control occurs within
      the
      first year of Mr. Stankovich’s employment, and regardless of whether he is
      terminated, we are obligated to give him a cash payment equal to six months
      salary at his base salary rate at the time of change in control, as defined
      in
      the employment agreement. In the event that a change in control occurs within
      the second or third years of his employment, regardless of whether he is
      terminated, we are obligated to give him a cash payment equal to nine months
      salary at his base salary rate at the time of the change in control. In the
      event that Mr. Stankovich’s employment is terminated without cause or he
      resigns for good reason as defined under the agreement, during the first year
      of
      his employment, we are obligated to pay him severance equal to six months salary
      at his base salary rate at the time of termination. In the event that
      Mr. Stankovich’s employment is terminated without cause or he resigns for
      good reason within the second or third years of his employment, we are obligated
      to pay him severance equal to nine months salary at his base salary rate at
      the
      time of termination. In the event of Mr. Stankovich’s termination without
      cause, the portion of his options that are vested as of the date of his
      termination shall be exercisable for one year from the date of his termination.
      The employment agreement also places certain confidentiality, assignment of
      inventions and non-solicitation obligations on Mr. Stankovich.




***The
      Clark Employment Agreement***




We
      have
      entered into an Employment Agreement with James Clark, dated as of October
      26,
      2006, for the position of Vice President and Chief Operating Officer. The
      agreement provides for Dr. Clark to receive an initial base salary of
£120,000 (approximately $230,000) per year. Dr. Clark also is eligible to
      earn an annual bonus based upon our meeting certain performance targets and
      his
      meeting personal objectives as agreed upon with the CEO and approved by our
      board of directors. Dr. Clark is eligible to participate in our employee
      benefit plans and we are required to reimburse him for reasonable
      business-travel expenses.





Should
      either Dr. Clark or we give the other notice of the intention to terminate
      Dr. Clark’s employment, we may elect to terminate his employment
      immediately and we will be obligated, upon so electing, to pay to Dr. Clark
      a sum equal to his base salary exclusive of any contractual bonus or benefit
      in
      kind for the unexpired portion of the contractual notice entitlement. This
      obligation ceases if Dr. Clark commences alternate employment within the
      entitled notice period.




We
      granted Dr. Clark a non-qualified stock option under the 2006 Stock
      Plan, in an amount equal to 1% of the number of shares of our common stock
      outstanding on November 1, 2006 on a fully diluted basis or 70,859 options,
      at
      an exercise price equal to the IPO Price. The shares vest in equal annual
      amounts over a four-year period, beginning on the first anniversary of the
      initial grant date. The options will vest immediately upon a change in control.
      Dr. Clark will be eligible for additional option grants as approved by our
      board of directors. In the event of Dr. Clark’s termination without cause
      or for good reason, the portion of his options that are vested as of the date
      of
      his termination shall be exercisable for one year from the date of his
      termination. The employment agreement with Dr. Clark contains
      confidentiality, non-competition and non-solicitation provisions.




4




***The
      McNairn Employment Agreement***




We
      have
      entered into an Employment Agreement with Denise McNairn, dated as of February
      20, 2007, as amended on May 29, 2007 for the position of Vice President and
      General Counsel. The agreement has an initial term of three years with automatic
      one-year renewal terms thereafter. The agreement provides for Ms. McNairn to
      receive an initial base salary of $225,000 per year. Ms. McNairn also is
      eligible to earn an annual bonus of up to 35% of her base salary based upon
      our
      meeting certain performance targets and her meeting personal objectives as
      agreed upon with the CEO and approved by our board of directors. Ms. McNairn
      is
      eligible to participate in our employee benefit plans.




We
      granted Ms. McNairn a non-qualified stock option under the 2006 Stock Plan,
      in
      an amount equal to 1% of the number of shares of our common stock outstanding
      on
      February 20, 2007 on a fully diluted basis, or 71,278 options, at an exercise
      price equal to the IPO Price. The shares vest in equal annual amounts over
      a
      four-year period, beginning on the first anniversary of the initial grant date.
      The options will vest immediately upon a change in control. Ms. McNairn will
      be
      eligible for additional option grants as approved by our board of directors.




In
      the
      event that a change in control occurs within the first year of Ms. McNairn’s
      employment, and regardless of whether she is terminated, we are obligated to
      make cash payments to her equal to six months salary at her base salary rate
      at
      the time of change in control, as defined in the employment agreement. In the
      event that a change in control occurs within the second or third years of her
      employment, regardless of whether she is terminated, we are obligated to make
      cash payments equal to nine months salary at her base salary rate at the time
      of
      the change in control. In the event that Ms. McNairn’s employment is terminated
      without cause or she resigns for good reason, as defined under the agreement,
      during the first year of her employment we are obligated to pay her severance
      equal to six months salary at her base salary rate at the time of termination.
      In the event that Ms. McNairn’s employment is terminated without cause or she
      resigns for good reason within the second or third years of her employment,
      we
      are obligated to pay her severance equal to nine months salary at her base
      salary rate at the time of termination. In the event of Ms. McNairn’s
      termination without cause, the portion of her options that are vested as of
      the
      date of her termination shall be exercisable for one year from the date of
      her
      termination. The employment agreement also places certain confidentiality,
      assignment of inventions and non-solicitation obligations on Ms.
      McNairn.





**Outstanding
      Equity Awards at 2007 Fiscal Year-End**




Name
                and Principal Position
            Grant
                Date
            Number of Securities
              Underlying Unexercised
              Options (#) Exercisable
            Number of Securities
              Underlying
                Unexercised
              Options (#) Unexercisable
            Option Exercise
              Price ($)
            Option
              Expiration DateKathleen
                Danenberg
              President
                and CEO
            6/4/07
            141,718
            70,859
            7.00
            6/4/17Thomas
                Stankovich,
              Chief
                Financial Officer
            6/4/07
            -
            70,976
            7.00
            6/4/17James
                Clark,
              Chief
                Operating Officer
            6/4/07
            -
            70,859
            7.00
            6/4/17Denise
                McNairn,
              General
                Counsel
            6/4/07
            -
            71,278
            7.00
            6/4/17




We
      granted Ms. Danenberg non-qualified stock option under the 2006 Stock Plan,
      in an amount equal to 3% of the number of shares of our common stock outstanding
      on October 26, 2006 on a fully diluted basis or 212,577 options at an exercise
      price equal to the initial public offering price of our common stock. One third
      of Ms. Danenberg’s options vested immediately upon the issuance of the options
      and the remainder shall vest in two equal installments on the first and second
      anniversaries of the date of Ms. Danenberg’s employment agreement
      (October 26, 2006). The options will vest immediately upon a change in
      control.




We
      granted Mr. Stankovich a non-qualified stock option under the 2006 Stock
      Plan, in an amount equal to 1% of the number of shares of our common stock
      outstanding on November 27, 2006, on a fully diluted basis, or 70,976 options,
      at an exercise price equal to the initial public offering price of our common
      stock. The shares vest in equal annual amounts over a four-year period,
      beginning on the first anniversary of the initial grant date. The options will
      vest immediately upon a change in control.




We
      granted Dr. Clark a non-qualified stock option under the 2006 Stock
      Plan, in an amount equal to 1% of the number of shares of our common stock
      outstanding on November 1, 2006 on a fully diluted basis or 70,859 options,
      at
      an exercise price equal to the initial public offering price of our common
      stock. The shares vest in equal annual amounts over a four-year period,
      beginning on the first anniversary of the initial grant date. The options will
      vest immediately upon a change in control.




5




We
      granted Ms. McNairn a non-qualified stock option under the 2006 Stock Plan,
      in
      an amount equal to 1% of the number of shares of our common stock outstanding
      on
      February 20, 2007 on a fully diluted basis, or 71,278 options, at an exercise
      price equal to the initial public offering price of our common stock. The shares
      vest in equal annual amounts over a four-year period, beginning on the first
      anniversary of the initial grant date. The options will vest immediately upon
      a
      change in control.




**Director
      Compensation**




The
      table
      shows the compensation provided to our directors in 2007.




**Name**
            
            **Fees
                earned or paid in cash**
              **($)
                (a)**
            
            **Option
                awards**
              **($)
                (b)**
            
            **Total**
              **($)**Hubertus
                Spierings
            
            13,000
            
            7,161
            
            20,161Gary
                Nusbaum
            
            12,500
            
            2,720
            
            15,220




(a)
      A
      full description of all fees paid to our directors is provided below. The cash
      portion of fees paid represent: 100% of the annual retainer and 100% of the
      committee meeting fees described below.


(b) Represents
      the compensation expense related to outstanding stock options we recognized
      for
      the year ended December 31, 2007 under Statement of Financial Accounting
      Standards 123R to our directors. Assumptions used in the calculation of these
      amounts are included in Note 11 to our financial statements for the year ended
      December 31, 2007.




None
      of
      Mr. Smith, Mr. Serruya or Dr. DeMeester received compensation for serving as
      our
      directors in 2007.




We
      paid
      Mr. Spierings and Mr. Nusbaum an annual retainer of $12,000 for their services
      on the board of directors. In addition, Mr. Spierings and Nusbaum received
      $500
      for participating in each audit committee meeting. We also granted Mr. Spierings
      a non-qualified option to purchase 11,500 shares of common stock at an exercise
      price equal to $7.00, the initial public offering price, which begins
      vesting immediately upon the issuance and vests quarterly over a four year
      period. Mr. Nusbaum was granted a non-qualified option to purchase 11,500 shares
      of common stock at an exercise price equal to the exercise price of $4.29,
      which
      begins vesting immediately upon the issuance and vests quarterly over a four
      year period.




On
      May
      29, 2007, the board of directors adopted a director compensation policy. Under
      the terms of this policy, all new directors, upon commencement of their service
      on the board and all current directors, beginning upon the commencement of
      our
      2008 fiscal year were to receive the following:





· An
        annual retainer of $12,000.





· An
        option
        to purchase 11,500 shares of our common stock at an exercise price equal
        to the
        fair market value of our common stock on the date of grant, vesting quarterly
        over a four-year period, and an option to purchase 11,500 shares of common
        stock, vesting quarterly over a period, each year thereafter. Continued vesting
        of the options is subject to continued service on the board of directors.





· All
        members of the audit committee of the board of directors also will receive
        a
        payment of $500 for each audit committee meeting attended.





· All
        directors will be reimbursed for reasonable expenses related to or in connection
        with each director’s service on our board of directors.





On
      February 12, 2008, the Compensation Committee of the Board of Directors revised
      and adopted a director compensation policy. Under the terms of this policy,
      all
      new directors, upon commencement of their service on the board and all current
      directors, beginning with fiscal year 2008 will receive the
      following:




· An
        annual retainer of $20,000 to be paid quarterly in arrears on the last day
        of
        the quarter.




6




· On
        the date of the annual stockholders meeting each year an option to purchase
        11,500 shares of the Company’s common stock at an exercise price equal to the
        fair market value of the Company’s common stock on the date of grant; vesting
        quarterly over a four-year period. Continued vesting of the options subject
        to
        continued service on the board of directors. If no such meeting shall occur
        before June 30 of the applicable year, then such option grant shall be made
        by
        unanimous written consent dated June 30 of that year.





· For
        each newly appointed director, the first option grant to purchase 11,500
        shares
        of the Company’s common stock will be made on date of appointment, whether or
        not that date corresponds with the date of the annual stockholders meeting
        at an
        exercise price equal to the fair market value of the Company’s common stock on
        the date of grant and with all other terms as set forth above. If the date
        of
        appointment does not correspond with the date of the annual stockholders
        meeting, the first annual grant to be made to the new director thereafter
        will
        be pro rated in order to provide the newly appointed director with an option
        to
        purchase 11,500 shares each year.




· All
        members of the audit committee, the compensation committee and the nominating
        and governance committee of the board of directors also will receive a payment
        of $500 for each meeting of the respective committee attended, either in
        person
        or telephonically.




· The
        Chairman of each of the committees of the board of directors will receive
        a
        payment of $750 for each meeting of the committee meetings attended, either
        in
        person or telephonically.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock by:




· each
      stockholder known by us to own beneficially more than five percent of our common
      stock;




· each
      of
      the executive officers named in the summary compensation table;




· each
      of
      our directors; and




· all
      of
      our current directors and executive officers as a group.




Beneficial
      ownership is determined in accordance with the rules of the SEC and includes
      voting or investment power with respect to the securities.




The
      number of shares of common stock and the percentage of common stock beneficially
      owned based on a total of 10,239,276 shares of common stock
      outstanding on April 28, 2008 and includes shares of common stock
      issuable within 60 days of April 28, 2008.




Except
      as
      indicated in the footnotes to this table, we believe that the stockholders
      named
      in this table have sole voting and investment power with respect to all shares
      of common stock shown to be beneficially owned by them, based on information
      provided to us by such stockholders.




**Beneficial
                Owner**
            
            **Number**
              **of Shares**
              **Beneficially**
              **Owned(1)**
            
            
            **Percentage of Shares**
              **Beneficially
                Owned****Directors
                and Executive Officers**David
                M. Smith (2)
            
            1,922,393
            
            
            18.77
            %Mike
                Serruya (3)
            
            1,732,595
            
            
            16.92
            %Kathleen
                Danenberg 43)
            
            567,826
            
            
            5.47
            %Tom
                DeMeester, MD
            
            372,845
            
            
            3.64
            %Hubertus
                Spierings (5)
            
            3,594
            
            
            *Gary
                Nusbaum (6)
            
            2,875
            
            
            *John
                Ferrara (7)
            
            -
            
            
            -Thomas
                Stankovich (8)
            
            17,744
            
            
            *


James
                Clark (9)
            
            17,714
            
            
            *




8




Denise
                McNairn (10)
            
            17,819
            
            
            *All
                current executive officers and directors as a group (10
                persons)
            
            4,655,405
            
            
            44.59
            %**5%
                or more stockholders**Susan
                Smith (11)
            
            1,922,393
            
            
            18.77
            %Clara
                Serruya (12)
            
            1,732,595
            
            
            16.92
            %Samuel
                Serruya (13)
            
            1,732,595
            
            
            16.92
            %AWM
                Investment Co., Inc. (14)
            
            798,638
            
            
            7.80
            %WSV
                Management LLC (15)
            
            514,440
            
            
            5.02
            %


____________________


*
      Indicates ownership of less than 1%.


(1)
      Except as otherwise set forth, the address of the beneficial owners is c/o
      Response Genetics, Inc., 1640 Marengo Street, 6th Floor, Los Angeles, CA
      90033


(2)
      Includes 536,164 shares of common stock owned by his mother, Susan Smith, as
      to
      which Mr. Smith disclaims beneficial ownership.


(3)
      Includes 3,939 shares of common stock owned by Mr. Serruya, 864,328 shares
      of
      common stock owned by his father, Samuel Serruya, as to which Mr. Serruya
      disclaims beneficial ownership, 864,328 shares of common stock owned by his
      mother, Clara Serruya, as to which Mr. Serruya disclaims beneficial
      ownership.


(4)
      Includes of 426,108 shares of common stock jointly owned by Ms. Danenberg
      and her husband, Peter Danenberg. Includes 141,718 shares of common stock
      issuable upon the exercise of options within 60 days of April 28, 2008. Does
      not
      include 70,859 shares of common stock issuable upon the exercise of options,
      none of which are exercisable within 60 days of April 28, 2008.


(5)
      Includes 3,594 shares of common stock issuable upon the exercise of options
      within 60 days of April 28, 2008. Does not include 7,906 shares of common stock
      issuable upon the exercise of options, none of which are exercisable within
      60
      days of April 28, 2008.


(6)
      Includes 2,875 shares of common stock issuable upon the exercise of options
      within 60 days of April 28, 2008. Does not include 8,625 shares of common stock
      issuable upon the exercise of options, none of which are exercisable within
      60
      days of April 28, 2008


(7)
      Does
      not include 11,500 shares of common stock issuable upon the exercise of options,
      none of which are exercisable within 60 days of April 28, 2008.


(8)
      Includes 17,744 shares of common stock issuable upon the exercise of options
      within 60 days of April 28, 2008. Does not include 53,232 shares of common
      stock
      issuable upon the exercise of options, none of which are exercisable within
      60
      days of April 28, 2008.


(9)
      Includes 17,714 shares of common stock issuable upon the exercise of options
      within 60 days of April 28, 2008. Does not include 53,145 shares of common
      stock
      issuable upon the exercise of options, none of which are exercisable within
      60
      days of April 28, 2008.


(10)
      Includes 17,819 shares of common stock issuable upon the exercise of options
      within 60 days of April 28, 2008. Does not include 53,459 shares of common
      stock
      issuable upon the exercise of options, none of which are exercisable within
      60
      days of April 28, 2008.


(11)
      Includes 1,386,229 shares of common stock owned by her son, David M. Smith,
      as
      to which Mrs. Smith disclaims beneficial ownership.


(12)
      Includes 864,328 shares of common stock owned by her husband, Samuel Serruya,
      as
      to which Mrs. Serruya disclaims beneficial ownership and 3,939 shares of common
      stock her son, Michael Serruya, as to which Mrs. Serruya disclaims beneficial
      ownership.


(13)
      Includes 864,328 shares of common stock owned by his wife, Clara Serruya,
      as to which Mr. Serruya disclaims beneficial ownership and 3,939 shares of
      common stock owned by his son, Michael Serruya, as to which Mr. Serruya
      disclaims beneficial ownership.


(14)
      According to a Schedule 13G filed by AWM Investment Co. Austin W. Marxe and
      David M. Greenhouse have shared power to vote and dispose of or direct the
      disposition of 798,638 common shares. The principal address for AWM Investment
      Co. is 527 Madison Ave. #2600, New York, NY 10022.


(14)
      According to a Schedule 13G filed by WSV Management, LLC, WSV Management, LLC,
      WS Ventures Management. L.P., Reid S. Walker, G. Stacy Walker, and Patrick
      P.
      Walker have shared power to vote and dispose of or direct the disposition of
      798,638 common shares. The principal address for WSV Management, LLC is 300
      Crescent Court # 1100, Dallas, TX 75201.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




Plan
                Category
            
            Number
                of securities to be
              issued
                upon exercise of
              outstanding
                options, warrants
              and
                rights
              (a)
            
            Weighted-average
                exercise price
              of
                outstanding options, warrants
              and
                rights
              (b)
            
            Number
                of securities remaining
              available
                for future issuance
              under
                equity compensation plans
              (excluding
                securities reflected in
              column
                (a))
              (c)Equity
                compensation plans approved by security holders
            
            1,144,190
            
            $7.57
            
            1,183,810Equity
                compensation plans not approved by security holders
            
            16,000
            
            $11.25
            
            —Total
            
            1,160,190
            
            $7.62
            
            1,183,810




9




The
      Company also granted options to purchase 16,000 shares of common stock to two
      consultants, which were granted under separate agreements outside of the
      Company’s 2000 Stock Plan (which was terminated) or its 2006 Employee, Director
      and Consultant Stock Plan. All of these options are fully vested. All of these
      options have an exercise price of $11.25 per share and expire in January,
      2011.




**Item
      13. Exhibits.**




3.1*
            
            Amended
                and Restated Certificate of Incorporation, as amended.3.2*
            
            Restated
                Bylaws of the Company.4.1*
            
            Warrant
                to purchase common stock issued to Maxim Group LLC and its
                designees.4.2*
            
            Form
                of Common Stock Certificate.10.1*†
            
            Master
                Agreement for the Supply of Laboratory Test Services by and between
                SmithKline Beecham Corporation (d.b.a. GlaxoSmithKline) and the Company,
                dated as of January 17, 2006.10.2*†
            
            Master
                Agreement for the Supply of Laboratory Services by and between
                GlaxoSmithKline Biologicals and the Company, dated as of December
                1,
                2006.10.3*†
            
            Services
                Agreement by and between Taiho Pharmaceutical Co., Ltd. And the Company,
                dated as of July 30, 2000.10.4*†
            
            License
                Agreement by and between Roche Molecular Systems, Inc. and the Company,
                dated as of November 23, 2004.10.5*†
            
            Patent
                License Agreement by and between Roche Molecular Systems Inc. and
                the
                Company, dated as of November 16, 2004.10.6*†
            
            Service
                Provider Agreement by and between Affymetrix, Inc. and the Company,
                dated
                as of September 29, 2006.10.7*†
            
            Option
                and License Agreement by and between the University of Southern California
                and the Company, as amended, dated as of April 19,
                2000.10.8*†
            
            Agreement
                by and between Applied Biosystems and the Company, dated December
                29,
                2005.10.9*#
            
            Employment
                Agreement by and between James Clark and the Company, dated as of
                October 26, 2006.10.10*#
            
            Employment
                Agreement by and between Thomas Stankovich and the Company, dated
                as
                of
              October
                25, 2006, as amended on May 29, 2007.10.11*#
            
            Employment
                Agreement by and between Kathleen Danenberg and the Company, dated
                as of
                October 26, 2006, as amended on December 14, 2006, and on
                May 29, 2007.10.12*#
            
            Employment
                Agreement by and between Denise McNairn and the Company, dated as
                of
                February 20, 2007, as amended on May 29,
                2007.10.13*#
            
            Response
                Genetics, Inc. 2006 Employee, Director and Consultant Stock
                Plan.10.14*
            
            Office
                Lease by and between Health Research Association and the Company,
                dated
                effective as of January 25, 2005.10.15*†
            
            Collaboration
                Agreement by and between the Company and Shanghai Biochip Company,
                Ltd.,
                dated as of March 5, 200710.16*
            
            Lease
                Agreement by and between the Company and the University Court of
                the
                University of Edinburgh, dated as of March 15,
                2007.10.17*#
            
            Executive
                Officer Form of Incentive Stock Option Agreement.10.18*#
            
            Executive
                Officer Form of Non-Qualified Stock Option Agreement.10.19@†
            
            Commission
                Agreement by and between Hitachi Chemical Co., LTD. and the Company,
                dated
                as of July 26, 2007.10.20#%
            
            Director
                Compensation Policy.14*
            
            Code
                of Ethics.21*
            
            Subsidiaries
                of the Small Business Issuer.31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes
                Oxley
                Act of 2002.31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32%
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906




——————


*
      Incorporated by reference to the Company’s Registration Statement on Form SB-2
      (File No. 333-139534).


@
      Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for
      the quarter ended September 30, 2007.


%
      Filed
      with the Company’s Annual Report on Form 10-KSB for the year ended December 31,
      2007 on March 31, 2008.


#
      Identifies a management contract or compensatory plan or agreement in which
      an
      executive officer or director of the Company participates.


†
      Confidential treatment requested as to certain portions, which portions have
      been filed separately with the Securities and Exchange Commission.




10




**Item
      14. Principal Accountant Fees and Services.**





Singer
      Lewak Greenbaum & Goldstein LLP (“SLGG”) audited
      our financial statements for the fiscal year ended December 31, 2007. Good
      Swartz Brown & Berns LLP has provided us services for tax preparation, tax
      planning and consulting. The
      following table presents fees for professional audit services rendered by SLGG and
      Good
      Swartz Brown & Berns LLP for
      the
      audit of the Company's annual financial statements for the years ended December
      31, 2007 and December 31, 2006, and fees billed for other services rendered
      by
      SLGG and
      Good
      Swartz Brown & Berns LLP during
      those periods.





**2007**
            
            **2006****Audit
                fees (1):**
            
            $
            300,025
            
            $
            234,794**Audit
                related fees (2):**
            
            
            -
            
            
            -**Tax
                fees (3):**
            
            $
            81,365
            
            $
            55,090**All
                other fees (4):**
            
            
            -
            
            
            -**Total**
            
            $
            381,390
            
            $
            289,884







(1) Audit
      fees consisted of audit work performed in the preparation and review of
      financial statements, as well as work generally only the independent auditor
      can
      reasonably be expected to provide, such as statutory audits.




(2) The
      Company did not incur fees in this category during 2007 and 2006.




(3) Tax
      fees consist principally of assistance with matters related to preparation
      of
      tax returns as well as tax compliance and financial reporting.




(4) The
      Company did not incur any other accounting fees during 2007 and
      2006.




**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services
      of
      Independent Auditors**




Consistent
      with SEC policies regarding auditor independence, the Audit Committee has
      responsibility for appointing, setting compensation and overseeing the work
      of
      the independent auditor. In recognition of this responsibility, the Audit
      Committee has established a policy to pre-approve all audit and permissible
      non-audit services provided by the independent auditor.




Prior
      to
      engagement of the independent auditor for the next year's audit, management
      will
      submit an aggregate of services expected to be rendered during that year for
      each of four categories of services to the Audit Committee for
      approval.




1. ***Audit*** services
      include audit work performed in the preparation of financial statements, as
      well
      as work that generally only the independent auditor can reasonably be expected
      to provide, including comfort letters, statutory audits, and attest services
      and
      consultation regarding financial accounting and/or reporting
      standards.




2. ***Audit-Related*** services
      are for assurance and related services that are traditionally performed by
      the
      independent auditor, including due diligence related to mergers and
      acquisitions, employee benefit plan audits, and special procedures required
      to
      meet certain regulatory requirements.




3. ***Tax*** services
      include all services performed by the independent auditor's tax personnel except
      those services specifically related to the audit of the financial statements,
      and includes fees in the areas of tax compliance, tax planning, and tax
      advice.




4. ***Other
      Fees*** are
      those associated with services not captured in the other categories. The Company
      generally does not request such services from the independent
      auditor.




Prior
      to
      engagement, the Audit Committee pre-approves these services by category of
      service. The fees are budgeted and the Audit Committee requires the independent
      auditor and management to report actual fees versus the budget periodically
      throughout the year by category of service. During the year, circumstances
      may
      arise when it may become necessary to engage the independent auditor for
      additional services not contemplated in the original pre-approval. In those
      instances, the Audit Committee requires specific pre-approval before engaging
      the independent auditor.




The
      Audit
      Committee may delegate pre-approval authority to one or more of its members.
      The
      member to whom such authority is delegated must report, for informational
      purposes only, any pre-approval decisions to the Audit Committee at its next
      scheduled meeting.




11




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized **.**




**RESPONSE
                  GENETICS, INC.**Date: April
                29, 2008
              By:
              /s/ Kathleen
                DanenbergKathleen
                  DanenbergPresident
                  and Chief Executive Officer




12