SecProbe.io

November 14 , 2014

Via E -mail
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix,  Inc.
  Registration Statement on Form S-1
Filed October 31, 2014
  File No. 333 -199761

Dear Dr. Schaber:

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

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 i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.

General

1. Although Rule 430A of the Securities Act of 1933 permits registrants t o omit certain
pricing -related information from a registration statement that is declared effective, your
registration statement must include the amount of securities to be offered in a pre -
effective amendment.  Please refer to Securities Act Rules C&DI Qu estion 227.02 for
guidance.  Accordingly, please amend your registration statement to include the total
number of units and the number of warrants in each unit.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
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 responsible for the accuracy
and adequacy of the disclosures they have made.

Christopher J. Schaber , Ph.D.
Soligenix , Inc.
November 14 , 2014
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the compan y
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 st aff, 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 thei r 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 rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at
(202) 551 -3715 with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Leslie J. Croland, Esq.
Duane Morris LLP