SecProbe.io

July 2, 2010

Christopher J. Schaber, Ph.D. President and Chief Executive Officer Soligenix, Inc. 29 Emmons Drive, Suite C-10
Princeton, NJ 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-1
Filed June 25, 2010
  File No. 333-167792

Dear Dr. Schaber:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply 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 these comments, we may have additional comments.

Form S-1 filed June 25, 2010

Selling Stockholders, page 43

1. We note that certain members of your Bo ard of Directors are listed as selling
shareholders, as well as Sigma Tau Pharmaceuti cals, Inc.  Please revise your registration
statement to identify these board members and Sigma Tau Pharmaceuticals as
underwriters, or provide us with a detailed legal analysis supporting your position that
these selling shareholders are not underwrite rs.  Please refer to Securities Act Rules,
Compliance and Disclosure Interpretation 612.09.

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

Christopher J. Schaber, Ph.D.
Soligenix, Inc. July 2, 2010 Page 2

possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, 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:

• 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 the 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,

Jeffrey P. Riedler Assistant Director
  cc: Leslie J. Croland, Esq.
Edwards Angell Palmer & Dodge LLP 525 Okeechobee Blvd., Suite 1600 West Palm Beach, FL 33401