SecProbe.io

August  16, 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-3
Filed  August 13, 2012
  File No.  333-183286

Dear Mr. Tardugno :

We have limited our review of your registration statement to the issue s we have
addressed in our comment s.

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 revi ewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Registration Statement on Form S -3

1. Please amend page 2  of your registration statement to incorporate by reference the Form
10-Q filed by the company on August 14 , 2011.  Please re fer to Item 12(a)(2) of Form
S-3.  In addition, it appears the reference to the Form 8 -K filed on June 17, 2012 should
be revised to indicate the Form 8 -K filed on June 7, 2012.

Pending Confidential Treatment Application

2. The registrant filed an application f or confidential treatment on August 14, 2012 (Control
No. 28780).  Please be advised that we will not be in a position to c onsider a request for
acceleration of effectiveness of the registration statement until we resolve all issues
concerning the pending confidential treatment request.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Act of 193 3 and

Mr. Michael H. Tardugno
Celsion Corp.
August 1 6, 2012
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact John Krug  at (202) 551 -3262  or me at (202) 551 -3710 with any
questions.

Sincerely,

 /s/ Jeffrey Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Sam Zucker, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025