SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   August 15, 2006  Mr. Evan Myrianthopoulos Chief Financial Officer  Dor Biopharma, Inc. 1691 Michigan Avenue, Suite 435 Miami, FL 33139
Re: Dor Biopharma, Inc.
  Form 10-KSB for the Fiscal Year Ended December 31, 2005   Filed March 31, 2006
  Form 10-QSB for the Fiscal Quarter Ended June 30, 2006
  Filed August 14, 2006   File No. 000-16929

Dear Mr. Myrianthopoulos:

 We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ent in response to our comments. If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your e xplanation. In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 2
 Form 10-KSB for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Anal ysis or Plan of Operation

Material Changes in Results of Operations
1. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies why you appear to have recogni zed $285,891 in revenue that relates to
fiscal 2004 during the year ended December 31, 2005 when you received the actual cash reimbursement.
2. We acknowledge your table included in th e section entitled “Summary of Our
Products in Development,” as well as th e information included in your “Material
Results of Operations” discussion. Howeve r, we believe that your disclosures
about historical research  and development expenses and estimated future
expenses related to your major research and development projects could be enhanced for investors.  Please refer to the Division of Corporation Finance
“Current Issues and Rulemaking Project s Quarterly Update” under section VIII –
Industry Specific Issues – Accounting a nd Disclosure by Companies Engaged in
Research and Development Activities.  You can find it at the following website
address: http://www.sec.gov/divisions/ corpfin/cfcrq032001.htm#secviii
.

Please then provide us with the follow ing information, in a disclosure-type
format, for each of your major research and development projects:

a. The costs incurred during each period presented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete
the project;
c. The anticipated completion date;
d. The risks and uncertainties associated with completing development on
schedule and the consequences to yo ur operations, financial position and
liquidity if the project is not  completed timely; and, finally
e. The period in which material net cash inflows from your significant
projects are expected to commence.
 Regarding a., if you do not maintain res earch and development costs by project,
please tell us why management does not maintain and evaluate research and
development costs by project.  Include othe r quantitative or qualitative analyses
that indicate the amount of the company’ s resources being used  on these projects.
 Regarding b. and c., please provide us w ith the amount or range of estimated costs
and timing to complete the phase in process and each future phase. To the extent that information is not estimable, please tell us the facts and circumstances indicating the uncertain ties that preclude you from making a reasonable estimate.

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 3
 Financial Condition, page 44

3. In Item 1, “Description of Business,” you discuss your various license agreements
and disclose that you are required to pa y certain annual “license royalty” and
other “maintenance” fees pursuant to those agreements. For example, you disclose
that you are obligated to pay a $50,000 a nnual fee pursuant to your agreement
with the University of Texas Southw estern Medical Center and a $60,000 fee
pursuant to your agreement with Southe rn Research Institute/University of
Alabama. Please provide us with additional information that clarifies why you did not disclose your various payment obligati ons under these license agreements in
your contractual obligations table or revi se your filing accordingly. Please refer to
Financial Reporting Release No. 67, Disclosure in Manage ment’s Discussion and
Analysis About Off-Balance Sheet Ar rangements and Aggregate Contractual
Obligations,  as applicable.

Notes to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Intangible Assets

4. Based on your disclosure in “Critical Accounting Policies,” it appears that you
capitalize certain license cost s. Please provide us with additional information, in a
disclosure-type format, that quantifies th e amount of your intangible asset balance
that relates to license costs as of December 31, 2005 and tell us whether you
capitalized the various payments made pur suant to the agreements discussed in
Note 5. For example, tell us whether you capitalized the $400,000 up-front fee pursuant to your UTSW agreemen t and the $175,000 payment to “a
pharmaceutical company,” both of which you made in July 2003. Additionally, clarify how your accounting policy decision to capitalize licens e costs under each
of your agreements complies with paragr aph 11 c. of SFAS No. 2.  Specifically
state what, if any, alternative future  use exists in each instance that you
capitalized an up-front license fee.
5. Based on your disclosure herein and in “C ritical Accounting Policies,” it appears
that you recognize intangible assets for the filing/maintenance and legal defense
of your patent rights.  We believe that these items should be expensed as incurred
in accordance with paragraph 10(i) of SFAS 2. Please tell us why your accounting policy is appropriate or revise your  financial statements accordingly.

Revenue Recognition

6. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies your revenu e recognition policy, both here in and in your “Critical

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 4
 Accounting Policies” discussion in the MD&A. Specifically, disclosing that you
record grant revenue in the “period when  earned” is vague in that it does not
clarify whether you record grant revenue in relation to the expenses that you
incur.

Note 7. Shareholders’ Equity

 Common Stock

7. Please provide us with your analysis, in a disclosure-type format, as to whether
the warrants issued in your Februa ry 2005 and March 2004 private placement
transactions qualify as a de rivative instrument within  the scope of SFAS No. 133,
which would necessitate that you account fo r those warrants at fair market value
and record changes in that fair market value within earnings. Specifically, please
address if the warrants have any cashless exercise features.  Additionally, please provide us with an analysis under EITF No. 00-19 that supports your
classification of these warrants as an e quity instrument. Lastly, provide similar
information for the warrants issued in your April 10, 2006 private placement transaction, as disclosed in your June 30, 2006 Form 10-QSB.

Stock Compensation to Non-Employees

8. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies your accounting trea tment with respect to the 2004 option grants to non-
employees and directors for which you recorded approximately $285,000 in
expense that you subsequently reversed a nd recorded as income  during the fiscal
year ended December 31, 2005. In so doi ng, please refer to the applicable
provisions of EITF No. 96- 18 or other literature to  support your treatment.
Additionally, please tell us why you felt a “measurement date” did not exist at the
“approval date,” as it is unclear how approval attached to these grants if they were
contingent upon an amendment to the underlying option plan.  Please also
reconcile your disclosure in Note 7 regarding the measurement date to the
disclosure under “Material Changes to Re sults of Operations” regarding variable
accounting.
Form 10-QSB for the Fiscal Quarter Ended June 30, 2006

Notes to Condensed Consolidated Financial Statements (Unaudited)
 Note 7. Contingencies

9. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies why you do not believe you are re quired to pay Gastrotech Pharma A/S
the $1 million break-up fee that resulted from your decision not to renew your

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 5
 letter of intent to acquire Gastrotech Pharma. Please correlate your explanation to
SFAS No. 5, as applicable.
*    *    *    *
Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter  with your responses that keys your responses to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Amy Bruckner, Staff Accountant, at (202) 551-3657 or Mary
Mast, Senior Accountant, at (202) 551-3613 if you have questions regarding comments
on the financial statements and related matters.  In this regard, please do not hesitate to
contact me at (202) 551-3679.

Sincerely,
         J i m  B .  R o s e n b e r g         Senior Assistant Chief Accountant