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DOR Response to S-3 Commnet SEC

Edward & Angell LLP

350 East Las Olas Blvd.

Suite 1150

Ft Lauderdale, FL 33301

954-727-2600

March 31,
2005

BY
FACSIMILE AND EDGAR

Mr.
Jeffrey P. Riedler

Assistant
Director

United
States Securities and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Re: DOR
BioPharma, Inc.

Registration
Statement on Form S-3

File
No. 333-123281

Dear Mr.
Riedler:

On behalf
of DOR BioPharma, Inc. (the “Company”), we are transmitting for filing under the
Securities Act of 1933, as amended, our response to the comment provided in your
letter dated March 28, 2005, to Michael T. Sember, President and Chief Executive
Officer, of the Company. All factual statements and information set forth below
are based on information furnished to us by the Company and its representatives.
All statements of belief are the belief of the Company.

      1.

      We
      note from footnote 5 to your financial statements in the Form 10-KSB that
      a note payable to a pharmaceutical company is currently in default. Based
      on this default, it appears you may not be eligible to use Form S-3
      pursuant to General Instruction I.A.5. to Form S-3. Please provide us with
      a supplemental analysis justifying your use of Form S-3, or re-file the
      registration statement on Form S-1.

      RESPONSE

On June
29, 2002, the Company and Elan Pharma International Limited (“Elan”) entered
into an agreement for the dissolution of its joint ventures, Endorex Vaccine
Delivery Technologies, Inc. and Endorex Newco, Ltd. In connection with these
dissolutions, a portion of the capital contributions by the Company to the joint
ventures was restructured as a promissory note of three separate installments.
The Company timely made two of the three installments on June 30, 2003 and June
30, 2004, in equal amounts of $231,897. The Company currently owes the remaining
portion on the note, $115,948, which was due on December 30, 2004. As a result

of this
default, Elan would only be entitled to declare the unpaid amount of the note
immediately due and payable. The note is not collateralized.

General
Instruction I.A.5. to Form S-3 (the “General Instruction”) provides that a
registrant may not be eligible to use Form S-3 if the registrant defaulted on
any installment or installments on indebtedness for borrowed money, which
default in the aggregate is material to the financial position of the registrant
and its consolidated and unconsolidated subsidiaries, taken as a whole. As of
December 31, 2004, the Company maintained cash and cash equivalents of
$2,322,190, and subsequently raised approximately $3.5 million in net proceeds
in a February 2005 private placement. In light of the Company’s current cash
position, the Company believes that the remaining amount owed to Elan under the
note is not material to the overall financial position of the Company and its
subsidiaries. As previously stated, the note is not collateralized by any assets
of the Company. Therefore, Elan’s only remedy for the default under the note is
to seek payment of the final installment amount plus accrued but unpaid
interest.

For the
reasons set forth herein, the Company believes that it is eligible to use Form
S-3.

* * * *

Any
questions regarding this letter may be directed to the undersigned at
954.667.6129.

Very
truly yours,

/s/
Leslie J. Croland, Esq.

Leslie J.
Croland, Esq.

cc: Michael
T. Sember

      Evan
Myrianthopoulos

James Clavijo

         DOR
BioPharma, Inc.

Gregory S. Belliston

         Securities
and Exchange Commission