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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 5, 2006  Mr. Evan Myrianthopoulos Chief Financial Officer  Dor Biopharma, Inc. 1101 Brickell Avenue, 701-S Miami, FL 33131
Re: Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  File No. 000-16929

Dear Mr. Myrianthopoulos:
  We have reviewed your September 8, 2006 response to our August 15, 2006 letter
and have the following comments. In our co mments, we ask you to provide us with
information 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.
 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. We acknowledge your response to comment 2. Please provide us with additional
information, in a disclosure-type format, that reconciles the total research and
development expense presented in your pr oposed disclosure for each project to
the total research and development e xpense on the face of your statement of
operations for the year ended Decem ber 31, 2005. More specifically, the
aggregate 2005 expense per your proposed  disclosure appears to be $5,766,478,
which does not reconcile to the face of  your 2005 statement of operations. Please

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. December 5, 2006 Page 2
 either reconcile the individual project in formation to the aggregate 2005 expense
or tell us why the amounts per your propos ed disclosure do not reconcile to the
2005 statement of operations.
 Notes to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Intangible Assets

 2. We acknowledge your response to comment  4. Please provide us with further
detail regarding the “alternative future  use” associated with both the UTSW
RiVax vaccine license ($425k) and the SRI Brookwood license fee ($600k), as contemplated under paragraph 11c. of SFA S No. 2. Specifically, please tell us
whether you could have used the RiVa x vaccine and the SRI/Brookwood platform
technology, in their current c ondition at the time of purchas e, in other identifiable
research and development projects that you had identified to be commenced at a
future date and whether you could reasonably believe that any such future projects
would generate economic benefit for your company. Finally, please clarify for us
the financial reporting period during whic h you capitalized each of these license
fees and tell us what the unamortized ba lance was related to each as of December
31, 2005.
 3. We acknowledge your response to comment 5. It remains unclear, based on your
response, how you concluded that it is appr opriate to capitalize co sts related to the
protection/maintenance of your patent right s. Please tell us the basis for your
accounting policy, referring to applicable  authoritative acco unting literature.
Please also quantify for us the amount of such costs that you capitalized for the
financial statement periods presented in your 2005 Form 10-KSB and tell us
where you classified those costs on the related balance sheets.
 Revenue Recognition

4. We acknowledge your response to comme nt 6. Please confirm that you will
include the expanded disclosure provid ed in your September 8, 2006 response
letter in your next periodic  report to be filed with  the Commission, presumably
your December 31, 2006 Form 10-KSB.

Note 7. Shareholders’ Equity
 Stock Compensation to Non-Employees

 5. We acknowledge your response to comment  8. Pursuant to Question 18 of FIN
44, it does not appear that a “grant dat e” existed for the 2004 employee/director

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. December 5, 2006 Page 3
 options in question until your board/s hareholders approved your 2005 Equity
Incentive Plan. As a result, it remains unclear why you believe variable accounting was appropriate for these stock options in December 2004. Giving
consideration to Question 18 of FIN 44, please clarify your accounting position
for us. Additionally, please provide us with a materiality analysis under the
provisions of SAB No. 99 with respec t to the $285,000 that you recorded as
expense in fiscal 2004 and subsequently reversed to income in fiscal 2005.

*    *    *    *
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 re view.  You should furnish the letter to
us via EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after review ing your responses to our comments.

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