SecProbe.io

November 19 , 2012

Via E -mail
Dr. 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  November 5, 2012
  File No.  333-184762

Dear Dr. Schaber :

We have limited our review of your registration 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration Statement on Form S -1

1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain
pricing -related information from a registration statement that is declared effective, your
filing  must include the amount of securities to be offered in a pre -effective amendment.
Please refer to Securities Act Rules CD&I Question 227.02.  Accordingly, please amend
your filing to include the total number of units to be offered, as well as the number of
shares of common stock issuable upon exercise of each warrant.

2. Please amend your filing to describe the terms of the warrants to be registered in this
registration statement pursuant to Item 202(c) of Regulation S -K.

Dr. Christopher J. Schaber, Ph.D.
Soligenix, Inc.
November 19, 2012
Page 2

 We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possess ion 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 registrat ion 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 wit h 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 o f 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  Rose Zukin at (202) 551 -3239, Daniel Greenspan at (202) 551 -3623 , or
me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Leslie J. Croland, Esq.
Edwards Wildman Palmer LLP
525 Okeechobee Blvd., Suite 1600
West Palm Beach, FL 33401