SecProbe.io

Mail Stop 4720
April 1 3, 2016

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.
 Post-Effective Amendment No. 3 to Form  S-1
Filed  March 31, 2016
 File No.  333-192908

Dear Dr. Schaber :

We have reviewed your  post-effective amendment  and have the following comment.
Please respond to this letter by amending your registration statement  as requested . If you do not
believe our comment  applies  to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in  a response.

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

General

1. The financial statements and related disclosure in this filing have not been updated to
reflect the results for the year ended December 31, 2015 as required by Item 8 -08 of
Regulation S -X.  Please amend this filing to include the required financial statements and
related information .

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 193 3 and
all applicable Securities  Act rule s 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.

Notwithstanding our comment, before we can declare th e amended registration statement
effective, the company should provide us with a letter, 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;

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
April 1 3, 2016
Page 2

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact S cot Foley  at (202) 551 -3383  or Mary Beth Breslin  at (202) 551 -3625  with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Leslie J. Croland,  Esq.
Duane Morris  LLP