SecProbe.io

January 3, 2012
 Via E-mail

Mr. Michael H. Tardugno President and Chief Executive Officer Celsion Corp. 997 Lenox Drive, Suite 100 Lawrenceville, NJ 08648
Re: Celsion Corp.
  Registration Statement on Form S-1
Filed December 21, 2011
  File No. 333-178679

Dear Mr. Tardugno:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-1

1. Please amend page 30 of your registration stat ement to incorporate by reference the Form
8-K filed by the company on September 15, 2011.  Please refer to Item 12(a)(2) of Form S-1.

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.
Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mr. Michael H. Tardugno Celsion Corp. January 3, 2012 Page 2

  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.  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 securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.
Sincerely,

 /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Sam Zucker, Esq.
O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, CA 94025