SecProbe.io

June 23, 2011

Via E-mail
Mr. Michael H. Tardugno  President and Chief Executive Officer Celsion Corporation 10220-L Old Columbia Road Columbia, MD 21046-2364
Re: Celsion Corporation
  Registration Statement on Form S-3
Filed June 17, 2011 Amendment No. 1 to Registrati on Statement on Form S-3/A
Filed June 22, 2011
  File No. 333-174960

Dear Mr. Tardugno:

We limited our review of your registration statement to inclusion of the delaying
amendment contemplated by Rule 473 of the Secu rities Act of 1933.  In response to our oral
request of June 22, 2011 you filed a pre-effec tive amendment on same date including the
delaying amendment. We have no additional comments at this time.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In the event you request acceler ation of the effective date  of the pending registration
statement please provide a written statem ent from the company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Mr. Michael H. Tardugno Celsion Corporation June 23, 2011 Page 2

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the registered securities.
You may contact Rose Zukin at (202) 551-3239 with any questions.

Sincerely,
  /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Blake Hornick, Esq.
 Seyfarth Shaw LLP  620 8th Ave.  New York, NY 10018